Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any Advances from time to time unless Borrower shall, at Lender’s request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrower has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall constitute satisfactory evidence for such purpose. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Revolving Credit and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Revolving Credit, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.
Withholding and Other Tax Liabilities. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by Law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such Lien, assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Lender shall not pay any such tax, assessment or Lien if the amount, applicability or validity thereof is being contested in good faith and by appropriate proceedings by Borrower. In order to pay any such Lien, assessment or tax liability, Lender shall not be obliged to wait until such lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum or sums which Lender shall have paid for the discharge of any such Lien shall be added to the Loan and shall be paid by Borrower to Lender with interest thereon at the rate applicable to the Loan, upon demand, and Lender shall be subrogated to all rights of such taxing authority against Borrower.
Withholding and Other Tax Liabilities. (a) The Partnership shall at all times be entitled to make payments with respect to any Partner in amounts required to discharge any obligation of the Partnership to withhold from a distribution or make payments to any governmental authority with respect to any foreign, federal, state or local tax liability of such Partner arising as a result of such Partner’s interest in the Partnership (a “Withholding Payment”). Any Withholding Payment made from funds withheld upon a distribution will be treated as distributed to such Partner for all purposes of this Agreement. Any other Withholding Payment shall be repaid to the Partnership, as determined by the General Partner in its sole and absolute discretion, in whole or in part, (i) upon demand by the Partnership or (ii) by deduction from any distributions payable to such Partner pursuant to this Agreement (with the amount of such deduction treated as distributed to the Partner). Each Partner does hereby agree to indemnify and hold harmless the Partnership and the General Partner from and against any and all liability with respect to Withholding Payments required on behalf of, or with respect to, such Partner, except with respect to liabilities resulting solely from the fraud, bad faith, gross negligence or willful misconduct of the General Partner.
(b) In the event that the distributions or proceeds to the Partnership from an investment are reduced on account of taxes withheld at the source or any taxes are otherwise required to be paid by the Partnership or any of its Subsidiaries or any entity in which it invests, and such taxes are imposed on or with respect to one or more, but not all of the Partners in the Partnership, the amount of the reduction or payment shall be borne by the relevant Partners and treated as if it were paid by the Partnership as a Withholding Payment with respect to such Partners pursuant to Section 6.3(a). Taxes imposed on the Partnership or its Subsidiaries (or any other entity in which it invests) where the rate of tax varies depending on characteristics of the Partners shall be treated as taxes imposed on or with respect to the Partners for purposes of this Section 6.3. This Section 6.3 and the other provisions of this Agreement shall be applied consistently with the requirements of Treasury Regulations Section 1.704-1.
(c) Withholding, income and similar taxes paid by or imposed on the Partnership and/or any Subsidiary in respect of a particular investment shall be treated as having ...
Withholding and Other Tax Liabilities. Any and all payments by or on account of any Obligation of Canadian Loan Parties under any Transaction Document, shall be made free and clear of any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority; provided that if Canadian Loan Parties shall be required to deduct or withhold any taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority from such payments (other than any Excluded Taxes), then (i) the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section), Agent and/or Lenders receive an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) Canadian Loan Parties shall make such deductions or withholdings and (iii) Canadian Loan Parties shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and provide Agent and Lenders with documents evidencing such deduction/withholding. Canadian Loan Parties releas e and shall indemnify, defend and hold harmless Agent, Lenders and their officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from any failure by Canadian Loan Parties to comply with the obligations herein described. Without limiting Section 9.4, each Canadian Loan Party shall indemnify Agent and Lenders, within 10 days after written demand therefor, for the full amount of any taxes (other than Excluded Taxes) paid by Agent and/or such Lender on or with respect to any tax obligation of Canadian Loan Parties required to be paid hereunder or under any other Transaction Document and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Canadian Loan Parties by Agent and/or such Lender shall be conclusive absent manifest error.
Withholding and Other Tax Liabilities. 59 10.17 Publicity...................................................................................... 59 10.18 Partial Release of Mortgage.................................................................... 59 10.19
Withholding and Other Tax Liabilities. 83 10.18 Submission To Jurisdiction; Waivers......................... 83 10.19 Waivers..................................................... 84 10.20 Severability................................................ 85 10.21 Independence of Representations, Warranties and Covenants... 85
Withholding and Other Tax Liabilities. EXHIBIT LIST Exhibit 4.1(h) Financial Projections of Borrowers Exhibit 5.1 -- Jurisdictions of Foreign Qualification to do Business Exhibit 5.2 -- Places of Business Exhibit 5.3 -- Litigation Exhibit 5.4 -- Existing Liens and Claims Exhibit 5.5 -- Patents, Copyrights, Trademarks, Licenses, Franchises, etc. Exhibit 5.8 -- Tax Identification Numbers Exhibit 5.10 -- Subsidiaries and Affiliates Exhibit 5.11 -- Existing Guaranties, Investments and Borrowings Exhibit 5.12(b) -- Employee Benefit Plans Exhibit 5.12(c) -- Certificates of Need, Qualified Payor Contracts, and Provider Numbers Exhibit 5.13 -- Business Interruptions Exhibit 5.14 -- Names Exhibit 5.15 -- Other Associations Exhibit 5.16 -- Environmental Matters Exhibit 5.18 -- Capital Stock; Warrants; Options Exhibit 7.4(a) -- Transactions with Affiliates or Subsidiaries Exhibit 7.6 -- Distributions, Redemptions and other Indebtedness Exhibit 7.12 -- Transactions with Staff Builders and ATC Group
Withholding and Other Tax Liabilities. In the event that any Lien, assessment or tax liability against Borrower shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by Law, Administrative Agent 89
Withholding and Other Tax Liabilities. Lender shall have the right to ------------------------------------- refuse to make any Advances from time to time unless Borrowers shall, at Lender's request, have given to Lender evidence, reasonably satisfactory to Lender, that they have properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any lien, assessment or tax liability against Borrowers shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty) to pay any such lien, assessment or tax liability by virtue of which such
Withholding and Other Tax Liabilities. Lender shall have the right to refuse to make any advances from time to time unless Borrowers shall, at Lender's request, have given to Lender evidence, reasonably satisfactory to Lender, that Borrowers have properly deposited or paid, as required by applicable law, all withholding taxes and all federal, state, city, county or other taxes due up to and including the date of the loan. Until all of Borrowers' liabilities and obligations to Lender have been paid in full, Lender shall be entitled to continue to hold any and all of the Collateral until Borrowers have given to Lender evidence, reasonably satisfactory to Lender, that Borrowers have properly deposited or paid, as required by law, all federal withholding taxes due up to and including the date of such expiration or termination. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any lien, assessment or tax liability against Borrowers shall arise in favor of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Lender shall have the right (but shall not be obligated, nor shall Lender hereby assume the duty)
