Common use of No Deduction for Certain Taxes Clause in Contracts

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including all backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law. If the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to any Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that (y) if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s or the Administrative Agent’s failure to provide the forms described in paragraphs (f) or (g) of this Section 2.11 and such Lender or the Administrative Agent is legally entitled to do so or (z) such Tax is an Excluded Tax, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Legal Requirements.

Appears in 2 contracts

Samples: Senior Unsecured Term Loan Agreement (Seritage Growth Properties), Senior Unsecured Term Loan Agreement (Seritage Growth Properties)

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No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, dutiesdeductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non excluded taxes, levies, imposts, deductions, charges, withholdings (including all backup withholding)and liabilities being hereinafter referred to as "Taxes") and, assessmentsin the case of each Bank, fees Taxes by the jurisdiction of such Bank's Applicable Lending Office or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable lawpolitical subdivision of such jurisdiction. If the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to any Lender Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Lender Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that (y) if the Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraphs paragraph (f) or (ge) of this Section 2.11 and such Lender Bank or the Administrative Agent is legally entitled to do so or (z) could have provided such Tax is an Excluded Taxforms, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Legal Requirementslaw.

Appears in 1 contract

Samples: Credit Agreement (Arkansas Best Corp /De/)

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, made free and clear of and without deduction for any and all present or future taxes, levies, imposts, dutiesdeductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings (including all backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions and liabilities being hereinafter referred to tax or penalties applicable thereto (collectively, as “Taxes”)) and, except as required in the case of each Lender, Taxes by applicable lawthe jurisdiction of such Lender’s Funding Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to any Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.113.1), such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that (y) if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s or the Administrative Agent’s failure to provide the forms described in paragraphs (f) or (g) of this Section 2.11 and such Lender or the Administrative Agent is legally entitled to do so or (z) such Tax is an Excluded Tax, no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Legal RequirementsApplicable Law.

Appears in 1 contract

Samples: Credit Agreement (Sonoran Energy Inc)

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower Borrowers shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, dutiesdeductions, charges or withholdings and all liabilities with respect thereto, excluding (i) in the case of each Bank and the Agent, taxes imposed on its income, and franchise taxes imposed on it by the United States or any political subdivision thereof, the jurisdiction under the laws of which such Bank or the Agent (as the case may be) is organized or any political subdivision of the jurisdiction and (ii) in the case of each Bank, taxes imposed by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings (including all backup withholdingand liabilities being hereinafter referred to as "Taxes"), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law. If the any Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to any Lender Bank or the Administrative Agent, (iA) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11)deductions, such Lender Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that (y) if the such Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraphs paragraph (f) or (ge) of this Section 2.11 and such Lender Bank or the Administrative Agent is legally entitled to do so or (z) could have provided such Tax is an Excluded Taxforms, no such increase shall be required; (iiB) the such Borrower shall make such deductions; and (iiiC) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Legal Requirementslaw.

Appears in 1 contract

Samples: Credit Agreement (Schweitzer Mauduit International Inc)

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No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower Borrowers shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, dutiesdeductions, charges or withholdings and all liabilities with respect thereto, excluding (i) in the case of each Bank and the Agent, taxes imposed on its income, and franchise taxes imposed on it by the United States or any political subdivision thereof, the jurisdiction under the laws of which such Bank or the Agent (as the case may be) is organized or any political subdivision of the jurisdiction and (ii) in the case of each Bank, taxes imposed by the jurisdiction of such Bank's Applicable Lending Office or any political subdivision of such jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings (including all backup withholdingand liabilities being hereinafter referred to as "Taxes"), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law. If the any Borrower shall be required by law (as determined in the good faith discretion of the Borrower) to deduct any Taxes from or in respect of any sum payable to any Lender Bank or the Administrative Agent, (iA) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11)deductions, such Lender Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that (y) if the such Borrower’s 's obligation to deduct or withhold Taxes is caused solely by such Lender’s Bank's or the Administrative Agent’s 's failure to provide the forms described in paragraphs paragraph (f) or (ge) of this Section 2.11 2.1 1 and such Lender Bank or the Administrative Agent is legally entitled to do so or (z) could have provided such Tax is an Excluded Taxforms, no such increase shall be required; (iiB) the such Borrower shall make such deductions; and (iiiC) the such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Legal Requirementslaw.

Appears in 1 contract

Samples: Credit Agreement (Schweitzer Mauduit International Inc)

No Deduction for Certain Taxes. Any and all payments by or on account of any Obligations of the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including all backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto (collectively, “Taxes”), except as required by applicable law. If the Borrower or Administrative Agent shall be required by law (as determined in the good faith discretion of the BorrowerBorrower or Administrative Agent, as applicable) to deduct any Taxes from or in respect of any sum payable to any Lender or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that (y) if the Borrower’s or Administrative Agent’s obligation to deduct or withhold Taxes is caused solely by such Lender’s or the Administrative Agent’s failure to provide the forms described in comply with paragraphs (f) or and (g) of this Section 2.11 and such Lender or the Administrative Agent is legally entitled to do so or (z) such Tax is an Excluded Tax, no such increase shall be required; (ii) the Borrower or Administrative Agent, as applicable, shall make such deductions; and (iii) the Borrower or Administrative Agent, as applicable, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Legal Requirements.

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Seritage Growth Properties)

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