Common use of Withholding of Taxes; Gross-Up Clause in Contracts

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 20 contracts

Samples: Credit Agreement (Cleco Corporate Holdings LLC), Credit Agreement (Cleco Power LLC), Term Loan Agreement (Cleco Power LLC)

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Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 13 contracts

Samples: Credit Agreement (Amtrust Financial Services, Inc.), Credit Agreement (National General Holdings Corp.), Credit Agreement (Amtrust Financial Services, Inc.)

Withholding of Taxes; Gross-Up. (a) Each payment by the Borrower Applicant under this Agreement or any Financing Related Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower Applicant shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding had been made.

Appears in 12 contracts

Samples: Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Document this Agreement or the Notes shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 7 contracts

Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Document this Agreement shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding withholding, (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 3 contracts

Samples: Credit Agreement (Cole Credit Property Trust Iv, Inc.), Borrowing Base Revolving Line of Credit Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.), Borrowing Base Revolving Line of Credit Agreement (Cole Credit Property Trust Iv, Inc.)

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any obligation of the Borrower under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent withholding agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent withholding agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 3 contracts

Samples: Credit Agreement (Macy's, Inc.), Credit Agreement (Macy's, Inc.), Credit Agreement (Macy's, Inc.)

Withholding of Taxes; Gross-Up. Each payment by the Borrower Applicant under this Agreement or any Financing Related Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower Applicant shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding had been made.

Appears in 3 contracts

Samples: Reimbursement Agreement (South Jersey Industries Inc), Reimbursement Agreement (South Jersey Industries Inc), Reimbursement Agreement (South Jersey Industries Inc)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.this

Appears in 2 contracts

Samples: Credit Agreement (National General Holdings Corp.), Credit Agreement (Amtrust Financial Services, Inc.)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Credit Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (PNM Resources Inc), Credit Agreement (PNM Resources Inc)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Document hereunder shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold TaxesTaxes from any such payment, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding for Indemnified Taxes applicable to additional amounts payable under this SectionSection 8.05(a)), the applicable Recipient receives the amount it would have received had no such withholding for Indemnified Taxes been made.

Appears in 2 contracts

Samples: Credit Agreement (Marathon Oil Corp), Assignment and Assumption (Marathon Oil Corp)

Withholding of Taxes; Gross-Up. Each payment by any Loan Party under the Borrower under any Financing Document Loan Documents shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower Loan Parties shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (El Paso Electric Co /Tx/)

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any obligation of the Borrower under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Macy's, Inc.)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant 48 Bridge Loan Agreement Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.. (b)

Appears in 1 contract

Samples: Bridge Loan Agreement

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this SectionSection 2.07), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Amtrust Financial Services, Inc.)

Withholding of Taxes; Gross-Up. Each payment by the Borrower Company under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any lawLaw. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Letter of Credit Agreement and Reimbursement Agreement Authority in accordance with applicable lawLaw. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower Company shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Assignment and Assumption (American International Group Inc)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this SectionSection 2.14), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Basic Energy Services Inc)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Document this Agreement shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding withholding, (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Assignment and Assumption (Hines Global REIT, Inc.)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Document hereunder shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold TaxesTaxes from any such payment, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding for Indemnified Taxes applicable to additional amounts payable under this SectionSection 8.05), the applicable Recipient receives the amount it would have received had no such withholding for Indemnified Taxes been made.. [[5952619]]

Appears in 1 contract

Samples: Term Credit Agreement (Marathon Oil Corp)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold TaxesTaxes from any payment under any Loan Document, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (National General Holdings Corp.)

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Withholding of Taxes; Gross-Up. Each payment by the Borrower any Obligor under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower Obligor shall be increased as necessary so that, that net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Assignment and Assumption (Almost Family Inc)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under this Agreement or any Financing other Transaction Document to any Affected Person shall be made without withholding for any Taxes, unless such withholding is required by any lawApplicable Law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable lawApplicable Law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient Affected Person receives the amount it would have received had no such withholding been made.. (b)

Appears in 1 contract

Samples: Receivables Financing Agreement

Withholding of Taxes; Gross-Up. Each payment by the Borrower under this Agreement or any Financing other Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If Without duplication of any amounts payable by Borrower under Section 2.8, if such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Loan Agreement (Alexanders Inc)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under this Agreement or any Financing other Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If Without duplication of any amounts payable by Borrower under Section 2.8, if such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.. (2)

Appears in 1 contract

Samples: Loan Agreement (Alexanders Inc)

Withholding of Taxes; Gross-Up. Each payment by the any Borrower under this Agreement or any Financing other Credit Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the such Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Telvent Git S A)

Withholding of Taxes; Gross-Up. (a) Each payment by the Borrower under this Agreement or any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding had been made.

Appears in 1 contract

Samples: South Jersey Industries Inc

Withholding of Taxes; Gross-Up. Each payment by or on account of the Borrower Borrowers under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold TaxesTaxes from any such payment, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower Borrowers shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Dillards Inc)

Withholding of Taxes; Gross-Up. Each payment by the any Borrower under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the such Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Newmarket Corp)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under any Financing Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Bridge Loan Agreement Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Bridge Loan Agreement (Cleco Power LLC)

Withholding of Taxes; Gross-Up. Each payment by the or on account of any Borrower under any Financing Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the such Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Bemis Co Inc)

Withholding of Taxes; Gross-Up. Each payment by the Borrower under this Agreement or any Financing other Transaction Document to any Affected Person shall be made without withholding for any Taxes, unless such withholding is required by any lawApplicable Law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable lawApplicable Law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient Affected Person receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Receivables Financing Agreement (NCR Corp)

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