Withholding Gross-Up. If the Company is required by law to withhold or deduct an amount from any amount payable to the Investor: (a) the Company shall pay the amount required to be withheld or deducted to the relevant revenue or collection authority within the time allowed for such payment; and (b) the Company shall pay such additional amounts as are necessary to ensure that after making the deduction or withholding, the Investor receives the full amount required to be paid before giving effect to such deduction.
Withholding Gross-Up. All payments to be made by Borrower under this Agreement, whether in respect of principal, interest, fees or otherwise, shall (save insofar as required by law to the contrary) be paid in full without any set-off or counterclaim and free and clear of and without any deduction or withholding or payment for or on account of any taxes that may be imposed in Australia or in any other jurisdiction from which payment may be made by Borrower under this Agreement. If Borrower shall be required by law to effect any deduction or withholding or payment as aforesaid from or in connection with any payment made under this Agreement for the account of a Noteholder then:
(a) Borrower shall promptly notify PFG upon becoming aware of the relevant requirements to deduct any such deduction or withholding or payment; (b) Borrower shall ensure that such deduction or withholding or payment does not exceed the minimum legal liability therefor, shall remit the amount of such tax to the appropriate taxation authority and shall forthwith pay to the Noteholder such additional amount as will result in the immediate receipt by the Noteholder of the full amount which would otherwise have been receivable hereunder had no such deduction or withholding or payment been made; and
Withholding Gross-Up. Each payment of any amount payable by Borrower or any other Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by overall net income, gross income or gross receipts, (ii) franchise taxes imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business”, (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iv) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 13.23, to the extent such forms are then available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, they shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower or the relevant Party.
Withholding Gross-Up. Payments received by PFG from any Obligor under or arising out of this Agreement or the other Note Documents will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Body (including any interest, additions to tax or penalties applicable thereto) except as required by any Governmental Body, applicable law, regulation or international agreement. Specifically, however, if at any time any Governmental Body, applicable law, regulation or international agreement requires such Obligor to make any withholding or deduction for taxes other than Excluded Taxes (“Indemnified Taxes”) from any such payment or other sum payable hereunder to PFG, Borrower shall procure that the amount due from such Obligor with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, PFG receives a net sum equal to the sum which it would have received had no withholding or deduction for Indemnified Taxes been required, and such Obligor shall pay the full amount withheld or deducted to the relevant Governmental Body. PFG shall deliver to Borrower a properly completed and duly executed Internal Revenue Service Form W-9, and such other documentation reasonably requested by Borrower, establishing that PFG is not subject to U.S. backup withholding Tax or withholding under FATCA with respect to payments received from any Obligor under this Agreement. Borrower will, upon request, furnish or procure for PFG proof reasonably satisfactory to PFG indicating that such Obligor has made any required withholding payment; provided, however, that such Obligor need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower in respect of itself in each other Obligor contained in this Section 8.21 shall survive the termination of this Agreement.
Withholding Gross-Up. All payments to be made by or for the account of the Sponsors (or either of them) hereunder shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature whatsoever imposed by or in any country ("APPLICABLE TAX") unless the Sponsors (or either of them) are/is compelled by law to make payment to, or for the account of, the Borrower and/or the Security Agent subject to such Applicable Tax. In any such case the Sponsors (or, as the case may be, the relevant Sponsor) shall promptly pay such Applicable Tax, and the amount of the relevant payment by the Sponsors (or, as the case may be, the relevant Sponsor) hereunder shall be increased to the extent necessary to ensure that the Borrower and/or the Security Agent actually receives an amount, free and clear of and after deduction for all such Applicable Tax, equal to the full amount which would have been received if no such withholding or deduction had been made. The Sponsors (or, as the case may be, the relevant Sponsor) shall pay and indemnify and keep indemnified the Borrower and/or the Security Agent against all such Applicable Tax. The Sponsors (or, as the case may be, the relevant Sponsor) shall promptly deliver to the Facility Agent copies of official receipts for Taxes evidencing payment of any such Applicable Tax imposed as aforesaid. The obligations of the Sponsors (or, as the case may be, the relevant Sponsor) under this Clause 13 shall survive the Security Period.
Withholding Gross-Up. Lender’s agreement to lend funds to Borrowers at the Interest Rate and on the terms specified herein is based upon the understanding that all payments of interest will be made on the basis that they will receive, net of any tax or withholding obligations which may otherwise exist, at Lender’s office set forth in Section 11.5 hereof, the full amount of interest and fees set forth herein. In the event that Borrowers are obligated to withhold such sum, Borrowers shall pay to Lender, such additional sums as are necessary in order to result in Lender receiving the amount of fees and interest equal to that provided for in this Agreement. Borrowers shall indemnify and hold Lender harmless against, and shall reimburse Lender, upon demand, for any taxes, interest or penalties that may become payable by Lender as a result of any failure by Borrowers to pay the same when due.
Withholding Gross-Up. All payments to be made by or for the account of the Borrower hereunder or under any other Security Document shall be made without set-off or counterclaim and free and clear of and without deduction for or on account of any present or future Taxes of any nature whatsoever imposed by or in any country ("APPLICABLE TAX") unless (i) the Borrower is compelled by law to make payment to or for the account of either Agent or any Lender subject to such Applicable Tax, or (ii) the Security Agent or the Facility Agent is compelled by law to make payment for or for the account of any Lender subject to such Applicable Tax in any such case the Borrower shall promptly pay such Applicable Tax and the amount of the relevant payment by the Borrower hereunder or (as the case may be) under the relevant other Security Document shall be increased to the extent necessary to ensure that the relevant Agent or (as the case may be) the relevant Lender actually receives an amount, free and clear of and after deduction for all such Applicable Tax, equal to the full amount which would have been received if no such withholding or deduction had been made. The Borrower shall pay and indemnify and keep indemnified the Agents and each of the Lenders against all such Applicable Tax. The Borrower shall promptly deliver to the Facility Agent copies of official Tax receipts evidencing payment of any such Applicable Tax imposed as aforesaid. The obligations of the Borrower under this Clause 9.3 shall survive the repayment of the Loan and the payment of all other sums payable hereunder and under the other Security Documents.
Withholding Gross-Up. All payments made by the Company in respect of this Agreement (in respect of principal, interest or otherwise) shall, except as required by applicable Law, be made in full without set-off or counterclaim, and free of and without deduction or withholding for any present or future Taxes provided that if the Company is required by applicable Law to deduct or withhold any Taxes from or in respect of any payment or sum payable to the Investor, the payment or sum payable will be increased as necessary so that after making all such deductions or withholdings, the Investor receives an amount equal to the sum it would have received if no such deduction or withholding had been made and the Company shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law. In the event the Investor subsequently receives or recovers any deducted or withheld amount from any Canadian federal, provincial or other Governmental Authority, or it is able to use such withheld amounts to reduce its US Taxes otherwise payable, and the Company has complied with its obligations in this clause 10.18, then the Investor shall pay such amount to the Company within twenty (20) Business Days of actual receipt.
Withholding Gross-Up. All payments made by the Company in respect of this Agreement (in respect of principal, interest or otherwise) shall, except as required by applicable Law, be made in full without set-off or counterclaim, and free of and without deduction or withholding for any present or future Taxes provided that if the Company is required by applicable Law to deduct or withhold any Taxes from or in respect of any payment or sum payable to the Investor, the payment or sum payable will be increased as necessary so that after making all such deductions or withholdings, the Investor receives an amount equal to the sum it would have received if no such deduction or withholding had been made and the Company shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law. In the event the Investor subsequently receives or recovers any deducted or withheld amount from any Canadian federal, provincial or other Governmental Authority and the Company has complied with its obligations in this clause 10.17, then the Investor shall pay such amount to the Company within twenty (20) Business Days of actual receipt.
Withholding Gross-Up. Lender shall use good faith reasonable efforts to provide any documents or filings with governmental agencies reasonably requested by Borrower that are required or necessary to be provided by Lender under applicable law to enable Borrower to utilize any applicable exemption from applicable withholding requirements providing for the payments to be made under this Agreement are free from any deduction or withholding or payment for or on account of any Taxes that may be imposed in the United Kingdom or any other jurisdiction from which payment may be made by the Consolidated Group under this Agreement excluding Taxes on income of Agent or any Lender. All payments to be made by the Consolidated Group under this Agreement, whether in respect of principal, interest, fees or otherwise, shall (save insofar as required by law to the contrary) be paid in full without set‑off or counterclaim and free and clear of and without any deduction or withholding or payment for or on account of any Taxes that may be imposed in the United Kingdom or any other jurisdiction from which payment may be made by the Consolidated Group under this Agreement excluding Taxes on income of Agent or any Lender. If any Consolidated Group Member shall be required by law to effect any deduction or withholding or payment as aforesaid from or in connection with any payment made under this Agreement for the account of Agent and each Lender then:
(a) Borrower shall promptly notify Agent and each Lender upon becoming aware of the relevant requirements to deduct any such deduction or withholding or payment;
(b) Borrower shall ensure that such deduction or withholding or payment does not exceed the minimum legal liability therefor, shall remit the amount of such Tax to the appropriate Taxation authority and shall forthwith pay to Agent for the ratable benefit of Lenders such additional amount as will result in the immediate receipt by Agent and each Lender of the full amount which would otherwise have been receivable hereunder had no such deduction or withholding or payment been made; provided, however, that if the Agent or Lenders receive any Tax credits for such amounts they shall promptly reimburse Borrower in the amount of such Tax credits; and
(c) Borrower shall not later than fifty (50) days after each deduction or withholding or payment of any Taxes forward to Agent documentary evidence reasonably required by Agent in respect of the payment of any such Taxes.
