Common use of Taxes and Set-off by Guarantor Clause in Contracts

Taxes and Set-off by Guarantor. All payments by the Guarantor under this Guarantee, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Obligations, shall be made in full without any deduction or withholding (whether in respect of set-off, counterclaim, duties, Taxes, charges or otherwise whatsoever) unless the Guarantor is prohibited by applicable laws from doing so, in which event the Guarantor shall: (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) forthwith pay to the Beneficiaries such additional amount so that the net amount received by the Beneficiaries will equal the full amount which would have been received by it had no such deduction or withholding been made; (c) pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the full amount of any deduction or withholding from any additional amount paid pursuant to this Section); and (d) furnish to the Beneficiaries promptly, as soon as available, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.

Taxes and Set-off by Guarantor. All payments by the Guarantor under this Guarantee, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Obligations, shall be made in full without any deduction or withholding (whether in respect of set-offoff [(including any legal set-off under Luxembourg law)] [Note: Insert the foregoing square-bracketed wording for a guarantee from the Baytex LuxCo.], counterclaim, duties, Taxes, charges or otherwise whatsoever) unless the Guarantor is prohibited by applicable laws from doing so, in which event the Guarantor shall: (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) forthwith pay to the Beneficiaries such additional amount so that the net amount received by the Beneficiaries will equal the full amount which would have been received by it had no such deduction or withholding been made; (c) pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the full amount of any deduction or withholding from any additional amount paid pursuant to this Section); and (d) furnish to the Beneficiaries promptly, as soon as available, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.

Taxes and Set-off by Guarantor. All payments by the Guarantor under this Guarantee, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Obligations, shall be made in full without any deduction or withholding (whether in respect of set-offoff [(including any legal set-off under Luxembourg law)] [Note: Insert the foregoing square-bracketed wording for a guarantee from a Baytex LuxCo.], counterclaim, duties, Taxes, charges or otherwise whatsoever) unless the Guarantor is prohibited by applicable laws from doing so, in which event the Guarantor shall: (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) forthwith pay to the Beneficiaries such additional amount so that the net amount received by the Beneficiaries will equal the full amount which would have been received by it had no such deduction or withholding been made; (c) pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the full amount of any deduction or withholding from any additional amount paid pursuant to this Section); and (d) furnish to the Beneficiaries promptly, as soon as available, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.

Taxes and Set-off by Guarantor. All payments by the Guarantor under this Guarantee, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Obligations, shall be made in full without any deduction or withholding (whether in respect of set-offset‑off, counterclaim, duties, Taxes, charges or otherwise whatsoever) unless the Guarantor is prohibited by applicable laws from doing so, in which event the Guarantor shall: (a) : ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) ; forthwith pay to the Beneficiaries Lender such additional amount so that the net amount received by the Beneficiaries Lender will equal the full amount which would have been received by it had no such deduction or withholding been made; (c) ; pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the full amount of any deduction or withholding from any additional amount paid pursuant to this Section); and (d) and furnish to the Beneficiaries Lender promptly, as soon as available, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.

Taxes and Set-off by Guarantor. All payments by the Guarantor under this GuaranteeArticle X, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Guarantor Obligations, shall be made in full without any deduction or withholding (whether in respect of set-off, counterclaim, duties, Taxes, charges or otherwise whatsoever) unless the Guarantor is prohibited by applicable laws from doing so, in which event the Guarantor shall:: 2534129_10 (ai) ensure that the deduction or withholding does not exceed the minimum amount legally required; (bii) forthwith pay to the Beneficiaries Guaranteed Creditors such additional amount (including, for certainty, such additional amounts as may be required as a result of further deductions or withholdings in respect of payments under this Section 10.07(d)(ii)) so that the net amount received by the Beneficiaries Guaranteed Creditors will equal the full amount which would have been received by it had no such deduction or withholding been made; (ciii) pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the full amount of any deduction or withholding from any additional amount paid pursuant to this Section); and (div) furnish to the Beneficiaries Guaranteed Creditors promptly, as soon as available, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.

Taxes and Set-off by Guarantor. All payments by the Guarantor under this Guarantee, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Obligations, shall be made in full without any deduction or withholding (whether in respect of set-off, counterclaim, duties, Taxes (other than Excluded Taxes), charges or otherwise whatsoever) unless the Guarantor is prohibited by applicable laws from doing so, in which event the Guarantor shall: (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) forthwith pay to the Beneficiaries such additional amount so that the net amount received by the Beneficiaries will equal the full amount which would have been received by it had no such deduction or withholding been made; (c) pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the full amount of any deduction or withholding from any additional amount paid pursuant to this Section); and (d) furnish to the Beneficiaries promptly, as soon as available, an official receipt or other documentation of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaidaforesaid promptly after receipt by the Guarantor of such receipt or other documentation.

Taxes and Set-off by Guarantor. (a) All payments by the Guarantor under this Guarantee, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Obligations, shall be made in full without any deduction or withholding (whether in respect of set-set off, . counterclaim, duties, Taxes, charges or otherwise whatsoever) unless the Guarantor is prohibited by applicable laws from doing so, in which event the Guarantor shall: (ai) ensure that the deduction or withholding does not exceed the minimum amount legally required; (bii) forthwith pay to the Collateral Agent for the benefit of the Beneficiaries such additional amount so that the net amount received by the Beneficiaries will equal the full amount which would have been received by it had no such deduction or withholding been made; (civ) pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the the· full amount of any deduction or withholding from any additional amount paid pursuant to this SectionSection 9.3); and (d) and furnish to the Beneficiaries Collateral Agent promptly, as soon as available, an an. official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.. If any Beneficiary is entitled to an exemption from or reduction of withholding taX under the law of the jurisdiction in which the Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Guarantee, such Beneficiary shall deliver to the Guarantor, at the. time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Guarantor as will permit such payments to be made without withholding or at such reduced rate. · Upon written notice sent by the Guarantor to the applicable Beneficiary during the term of this Guarantee that such Beneficiary will receive a refund, credit or deduction from a taxing authority in respect of a payment by the Guarantor of Taxes pursuant thereto, such Beneficiary, as the case may be, thereupon shall make commercially reasonable efforts to repay to the Guarantor the amount with respect to such refund, credit or deduction equal to any net reduction in Taxes actually obtained by such Beneficiary, as the case may be, to be attributable to such refund, credit or deduction. · LEGAL_CAL:JJ275808.5

Taxes and Set-off by Guarantor. All payments by the Guarantor under this Guarantee, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Obligations, shall be made in full without any deduction or withholding (whether in respect of set-set off, counterclaim, duties, Taxes, charges or otherwise whatsoever) unless the Guarantor is prohibited by applicable laws from doing so, in which event the Guarantor shall: (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) forthwith pay to the Beneficiaries Lender such additional amount so that the net amount received by the Beneficiaries Lender will equal the full amount which would have been received by it had no such deduction or withholding been made; (c) pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the full amount of any deduction or withholding from any additional amount paid pursuant to this Section); and (d) furnish to the Beneficiaries Lender promptly, as soon as available, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.

Taxes and Set-off by Guarantor. All payments by the Guarantor under this Guarantee, whether in respect of principal, interest, interest on overdue and unpaid interest, fees or any other Obligations, shall be made in full without any deduction or withholding (whether in respect of set-off, counterclaim, duties, Taxes, charges or otherwise whatsoever, but other than withholding tax pursuant to Part XIII of the Income Tax Act (Canada)) unless the Guarantor is prohibited by applicable laws from doing so, in which event the Guarantor shall: (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) forthwith pay to the Beneficiaries such additional amount so that the net amount received by the Beneficiaries will equal the full amount which would have been received by it had no such deduction or withholding been made; (c) pay to the relevant taxation or other authorities, within the period for payment required by applicable laws, the full amount of the deduction or withholding (including the full amount of any deduction or withholding from any additional amount paid pursuant to this Section); and (d) furnish to the Beneficiaries promptly, as soon as available, an official receipt of the relevant taxation or other authorities involved for all amounts deducted or withheld as aforesaid.