Common use of Evidence of Clause in Contracts

Evidence of. deductions If at any time the Borrower is required by law to make any deduction or withholding from any payment to be made by it pursuant to any of the Security Documents, the Borrower will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld. If the Borrower makes any deduction or withholding from any payment under or pursuant to any of the Security Documents, and a Bank subsequently receives a refund or allowance from any tax authority which that Bank at its sole discretion identifies as being referable to that deduction or withholding, that Bank shall, as soon as reasonably practicable, pay to the Borrower an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank to apply for any refund or allowance nor as restricting in any way the manner in which any Bank organises its tax affairs, nor as imposing on any Bank any obligation to disclose to the Borrower any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s account.

Appears in 4 contracts

Samples: Loan Facility Agreement (Gulfmark Offshore Inc), First Supplemental Agreement (Gulfmark Offshore Inc), Gulfmark Offshore Inc

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Evidence of. deductions If at any time the Borrower is Borrowers are required by law to make any deduction or withholding from any payment to be made by it them pursuant to any of the Security Documents, the Borrower Borrowers will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld. If the Borrower makes Borrowers make any deduction or withholding from any payment under or pursuant to any of the Security Documents, and a Bank subsequently receives a refund or allowance from any tax authority which that Bank at its sole discretion identifies as being referable to that deduction or withholding, that Bank shall, as soon as reasonably practicable, pay to the Borrower Borrowers an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank unless requested by the Borrowers to apply for any refund or allowance nor as restricting in any way the manner in which any Bank organises its tax affairs, nor as imposing on any Bank any obligation to disclose to the Borrower Borrowers any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s Borrowers’ account.

Appears in 2 contracts

Samples: Agreement (Teekay LNG Partners L.P.), www.lw.com

Evidence of. deductions If at any time the Borrower is required by law to make any deduction or withholding from any payment to be made by it pursuant to any of the Security Documents, the Borrower will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld. If the Borrower makes any deduction or withholding from any payment under or pursuant to any of the Security Documents, and a Bank subsequently receives a refund or allowance from any tax authority which that Bank at its sole discretion identifies as being referable to that deduction or withholding, that Bank shall, as soon as reasonably practicable, pay to the Borrower an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank to apply for any refund or allowance nor as restricting in any way the manner in which any Bank organises its tax affairs, nor as imposing on any Bank any obligation to disclose to the Borrower any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s 's account.. \P1\0000000.10

Appears in 2 contracts

Samples: Loan Facility Agreement (Teekay Shipping Corp), Loan Facility Agreement (Teekay LNG Partners L.P.)

Evidence of. deductions If at any time the Borrower is required by law to make any deduction or withholding from any payment to be made by it pursuant to any of the Security Documents, the Borrower will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld. If the Borrower makes any deduction or withholding from any payment under or pursuant to any of the Security Documents, and a Bank subsequently receives a refund or allowance from any tax authority which that Bank at its sole discretion identifies as being referable to that deduction or withholding, that Bank shall, as soon as reasonably practicable, pay to the Borrower an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank to apply for any refund or allowance nor as restricting in any way the manner in which any Bank organises its tax affairs, nor as imposing on any Bank any obligation to disclose to the Borrower any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s 's account.

Appears in 2 contracts

Samples: Facility Agreement (Gulfmark Offshore Inc), Loan Facility Agreement (Gulfmark Offshore Inc)

Evidence of. deductions If at any time the Borrower is Borrowers are required by law to make any deduction or withholding from any payment to be made by it pursuant to any of the Security Documents, the Borrower Borrowers will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty (30) days after making that payment, deliver to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld. If the Borrower makes Borrowers make any deduction or withholding from any payment under or pursuant to any of the Security Documents, and a Bank Lender subsequently receives a refund or allowance from any tax authority which that Bank Lender at its sole discretion identifies as being referable to that deduction or withholding, that Bank Lender shall, as soon as reasonably practicable, pay to the Borrower Borrowers an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank Lender to apply for any refund or allowance nor as restricting in any way the manner in which any Bank Lender organises its tax affairs, nor as imposing on any Bank Lender any obligation to disclose to the Borrower Borrowers any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank Lender in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s Borrowers’ account.

Appears in 1 contract

Samples: Agreement (Teekay LNG Partners L.P.)

Evidence of. deductions If at any time the Borrower is Borrowers are required by law to make any deduction or withholding from any payment to be made by it pursuant to any of the Security Documents, the Borrower Borrowers will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld. If the Borrower makes Borrowers make any deduction or withholding from any payment under or pursuant to any of the Security Documents, and a Bank subsequently receives a refund or allowance from any tax authority which that Bank at its sole discretion identifies as being referable to that deduction or withholding, that Bank shall, as soon as reasonably practicable, pay to the Borrower Borrowers an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank to apply for any refund or allowance nor as restricting in any way the manner in which any Bank organises its tax affairs, nor as imposing on any Bank any obligation to disclose to the Borrower Borrowers any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s Borrowers’ account.

Appears in 1 contract

Samples: Loan Facility Agreement (Teekay Shipping Corp)

Evidence of. deductions If at any time either the Borrower or the Guarantor is required by law to make any deduction or withholding from any payment to be made by it pursuant to any of the Security Documents, the Borrower or the Guarantor (as the case may be) will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the AgentBanks, evidencing the payment to that authority of all amounts required to be deducted or withheld. If the Borrower makes any deduction or withholding from any payment under or pursuant to any of the Security Documents, and a Bank subsequently receives a refund or allowance from any tax authority which that Bank at its sole discretion identifies as being referable to that deduction or withholding, that Bank shall, as soon as reasonably practicable, but without substantially interfering with the businesses operations of that Bank, pay to the Borrower an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank unless requested by the Borrower to apply for any refund or allowance nor as restricting in any way the manner in which any Bank organises its tax affairs, nor as imposing on any Bank any obligation to disclose to the Borrower any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s account.

Appears in 1 contract

Samples: Stolt Comex (Stolt Offshore S A)

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Evidence of. deductions If at any time The Borrower acknowledges that the actual recording of INDEBTEDNESS interest, fees and other amounts due with respect to the Credit under this Credit Agreement in an account of the Borrower is maintained by the Bank in respect thereof and payments made under the Credit in accordance with this Credit Agreement shall constitute, except for obvious error, conclusive evidence of the Borrower's indebtedness and liability from time to time under this Credit Agreement in respect of the Credit; provided that the failure of the Bank to record same in such account shall not affect the obligation of the Borrower to pay or repay such indebtedness and liability in accordance with this Credit Agreement. USURY The provisions of this Credit Agreement shall be subject RESTRAINTS to any applicable law, regulation, order, rule or direction ("Usury Restraint") which prohibits or restricts the charging, receipt or retention of interest or other amounts at the rates and amounts set forth herein (the "Stated Rate") in excess (the "Excess") of the maximum rates or amount (the "Maximum Rate") stipulated in the Usury Restraint. The provisions of this Credit Agreement shall not require the payment or permit the collection of interest in excess of the Maximum Rate from time to time. If the Bank complies (whether or not required to do so at law) with such Usury Restraint, then, to the extent permitted by law law, a subsequent reduction in the Stated Rate below the Maximum Rate shall be deemed not to reduce the Stated Rate below the Maximum Rate until the total amount of interest and other amounts earned and retained, measured by a dollar amount, equals the amount of interest and other amounts which would have been earned and retained hereunder, inclusive of the Excess, measured by a dollar amount, if the Stated Rate had not been held at the Maximum Rate or any amount had not been refunded to the Borrower. SEVERABILITY The invalidity or unenforceability of any particular provision of this Credit Agreement shall not affect any other provision herein and the Agreement shall be construed as if the invalid or unenforceable provision had been omitted. ASSIGNABILITY The Borrower may not assign this Credit Agreement. The Bank, with the Guarantor's approval, which approval shall not be unreasonably withheld, may assign or grant participation in its rights and obligations hereunder, with each such assignee or participant to be entitled to rely on the section headed INDEMNITY PROVISIONS as set out above, provided, however, that no assignment or participation shall increase the liability of the Borrower for Taxes, indemnity or any other amount payable by the Borrower to the Bank hereunder over that for which the Borrower would be obligated in the absence of such assignment or participation. The Bank may also pledge its rights (but not its obligation to make any deduction or withholding from any payment the advances under the Credit) under this Credit Agreement and/or its advances hereunder to be a Federal Reserve Bank in support of borrowings made by it pursuant to any the Bank from such Federal Reserve Bank. GOVERNING LAW This Credit Agreement shall be construed in accordance & JURISDICTION with the law of the Security Documentsstate of Oregon and for the purpose of any legal actions or proceedings brought by the Bank in respect of the same, the Borrower will pay hereby irrevocably submits to the amount required non-exclusive jurisdiction of any state or federal court of such state and acknowledge its competence and the convenience and propriety of the venue and agree to be deducted bound by any judgment thereof and not to seek, and hereby waive, any review of such judgments by the courts of any other jurisdiction. IN ANY ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT, THE BORROWER WAIVES ANY AND ALL RIGHTS TO TRIAL THEREOF BY JURY. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE. THE TERM "US" MEANS THE BANK. Please indicate your acceptance of this Credit Agreement by signing and returning the enclosed duplicate copy of this letter on or withheld to the relevant authority within the time allowed before July 2, 1998. Yours truly, THE BANK OF NOVA SCOTIA by: /s/ PATRXX X. XXXXXX --------------------------- Patrxx X. Xxxxxx, Xxficer Accepted this 2nd day of July, 1998 Penwest Pharmaceuticals Co., a Washington corporation By: /s/ JENNXXXX X. XXXD ------------------------------------ Name: Jennxxxx X. Xxxx ------------------------------------ Title: V.P. Finance & Chief Finance Officer ------------------------------------ 26 EXHIBIT A TO CREDIT AGREEMENT NOTICE Any notice or communication given under the applicable law and will, no later than thirty days after making that payment, deliver Credit Agreement to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the Agent, evidencing the payment to that authority of all amounts required to which this Exhibit is attached shall be deducted or withheld. If the Borrower makes any deduction or withholding from any payment under or pursuant to any of the Security Documents, and a Bank subsequently receives a refund or allowance from any tax authority which that Bank at its sole discretion identifies as being referable to that deduction or withholding, that Bank shall, as soon as reasonably practicable, pay to the Borrower an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required deemed to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank to apply for any refund or allowance nor as restricting in any way the manner in which any Bank organises its tax affairs, nor as imposing on any Bank any obligation to disclose to the Borrower any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s account.given

Appears in 1 contract

Samples: Penford Corp

Evidence of. deductions If at any time either the Borrower Indemnifier or the Guarantor is required by law to make any deduction or withholding from any payment to be made by it pursuant to any of the Security Documents, the Borrower Indemnifier or the Guarantor (as the case may be) will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the AgentBanks, evidencing the payment to that authority of all amounts required to be deducted or withheld. If the Borrower Indemnifier makes any deduction or withholding from any payment under or pursuant to any of the Security Documents, and a Bank subsequently receives a refund or allowance from any tax authority which that Bank at its sole discretion identifies as being referable to that deduction or withholding, that Bank shall, as soon as reasonably practicable, but without substantially interfering with the businesses operations of that Bank, pay to the Borrower Indemnifier an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank unless requested by the Indemnifier to apply for any refund or allowance nor as restricting in any way the manner in which any Bank organises its tax affairs, nor as imposing on any Bank any obligation to disclose to the Borrower Indemnifier any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s Indemnifier's account.

Appears in 1 contract

Samples: Guarantee Facility Agreement (Stolt Offshore S A)

Evidence of. deductions If at any time the Borrower is Borrowers are required by law to make any deduction or withholding from any payment to be made by it to the Finance Parties pursuant to any of the Security Documents, the Borrower Borrowers will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty (30) days after making that payment, deliver to the Agent an original receipt issued by the relevant authority, or other evidence reasonably acceptable to the Agent, evidencing the payment to that authority of all amounts required to be deducted or withheld. If the Borrower makes Borrowers make any deduction or withholding from any payment to the Finance Parties under or pursuant to any of the Security Documents, and a Bank Lender subsequently receives a refund or allowance from any tax authority which that Bank Lender at its sole discretion identifies as being referable to that deduction or withholding, that Bank Lender shall, as soon as reasonably practicable, pay to the Borrower Borrowers an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the deduction or withholding not been required to have been made. Nothing in this Clause shall be interpreted as imposing any obligation on any Bank Lender to apply for any refund or allowance nor as restricting in any way the manner in which any Bank Lender organises its tax affairs, nor as imposing on any Bank Lender any obligation to disclose to the Borrower Borrowers any information regarding its tax affairs or tax computations. All costs and expenses incurred by any Bank Lender in obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to this Clause shall be for the Borrower’s Borrowers’ account.

Appears in 1 contract

Samples: Agreement (Teekay LNG Partners L.P.)

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