Common use of No Setoff or Deductions; Taxes; Payments Clause in Contracts

No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to Taxes) is imposed upon a Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the applicable Secured Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Party to receive the same net amount which such Secured Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to such Secured Party certificates or other valid vouchers for all charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each Subsidiary Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Subsidiary Guarantor is compelled by law to make such deduction or withholdingwithholding (other than Excluded Taxes). If any such obligation (other than one arising with respect to Excluded Taxes) is imposed upon a each Subsidiary Guarantor with respect to any amount payable by it hereunder, such Subsidiary Guarantor will pay to the applicable Secured Guaranteed Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Guaranteed Party to receive the same net amount which such Secured Guaranteed Party would have received on such due date had no such obligation been imposed upon such Subsidiary Guarantor. Each Subsidiary Guarantor will deliver promptly to such Secured Guaranteed Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Subsidiary Guarantor hereunder. The obligations of each Subsidiary Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this GuarantyGuarantee.

No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.85.9) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to Taxes) is imposed upon a Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the applicable Secured Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Party to receive the same net amount which such Secured Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to such Secured Party certificates or other valid vouchers for all charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each Guarantor represents and warrants that it is organized and resident in the United States of America. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to Taxestaxes based on or measured by the income or profits of any Lender Party) is imposed upon a any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the applicable Secured Lender Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Lender Party to receive the same net amount which such Secured Lender Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to such Secured Party the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to Taxestaxes based on or measured by the income or profits of the Buyers) is imposed upon a the Guarantor with respect to any amount payable by it hereunder, such the Guarantor will pay to the applicable Secured PartyBuyers, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Party the Buyers to receive the same net amount which such Secured Party the Buyers would have received on such due date had no such obligation been imposed upon such the Guarantor. Each The Guarantor will deliver promptly to such Secured Party the Buyers certificates or other valid vouchers or other evidence satisfactory to the Buyers for all taxes or other charges deducted from or paid with respect to payments made by such the Guarantor hereunder. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such the Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to Excluded Taxes) is imposed upon a the Guarantor with respect to any amount payable by it hereunder, such the Guarantor will pay to the applicable Secured Lender Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Lender Party to receive the same net amount which such Secured Lender Party would have received on such due date had no such obligation been imposed upon such the Guarantor. Each The Guarantor will deliver promptly to such Secured Lender Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such the Guarantor hereunder. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholdingtherein. If any such obligation (other than one arising with respect to Taxesany Excluded Tax) is imposed upon a such Guarantor with respect to any amount payable by it hereunder, such each Guarantor will pay to the applicable Secured PartyAgent or Lenders, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable such Secured Party Agent and Lenders to receive the same net amount which such Secured Party Agent and Lenders would have received on such due 120 date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to such Secured Party Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor the Guarantors hereunder. The obligations of each Guarantor the Guarantors under this paragraph shall survive the payment in full Full Payment of the Guaranteed Obligations and termination Obligations. For the avoidance of doubt, this GuarantySection 11.3 shall not apply to Taxes that are governed exclusively by Section 5.10.

No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholdingtherein. If any such obligation (other than one arising with respect to Taxesany Excluded Tax) is imposed upon a such Guarantor with respect to any amount payable by it hereunder, such each Guarantor will pay to the applicable Secured PartyAgent or Lenders, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable such Secured Party Agent and Lenders to receive the same net amount which such Secured Party Agent and Lenders would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to such Secured Party Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor the Guarantors hereunder. The obligations of each Guarantor the Guarantors under this paragraph shall survive the payment in full Full Payment of the Guaranteed Obligations and termination Obligations.For the avoidance of doubt, this GuarantySection 11.3 shall not apply to Taxes that are governed exclusively by Section 5.10.

No Setoff or Deductions; Taxes; Payments. Each The Guarantor represents and warrants that it is organized and resident in the jurisdiction set forth underneath its signature on the signature pages hereto. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such the Guarantor is compelled by law to make such deduction or withholdingwithholding (other than Excluded Taxes). If any such obligation (other than one arising with respect to Excluded Taxes) is imposed upon a the Guarantor with respect to any amount payable by it hereunder, such the Guarantor will pay to the applicable Administrative Agent or such other Secured Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable the Administrative Agent or such other Secured Party to receive the same net amount which the Administrative Agent or such other Secured Party would have received on such due date had no such obligation been imposed upon such the Guarantor. Each The Guarantor will deliver promptly to the Administrative Agent or such other Secured Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such the Guarantor hereunder. The obligations of each the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholdingwithholding (other than Excluded Taxes). If any such obligation (other than one arising with respect to Excluded Taxes) is imposed upon a each Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the applicable Secured Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable such Secured Party to receive the same net amount which such Secured Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to such Secured Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each US Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such US Guarantor is compelled by law to make such deduction or withholdingwithholding (other than Excluded Taxes). If any such obligation (other than one arising with respect to Excluded Taxes) is imposed upon a each US Guarantor with respect to any amount payable by it hereunder, such US Guarantor will pay to the applicable Secured Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars Dollars as shall be necessary to enable such Secured Party to receive the same net amount which such Secured Party would have received on such due date had no such obligation been imposed upon such US Guarantor. Each US Guarantor will deliver promptly to such Secured Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such US Guarantor hereunder. The obligations of each US Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this US Guaranty.

No Setoff or Deductions; Taxes; Payments. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.85.10) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to Taxes) is imposed upon a Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the applicable Secured Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Party to receive the same net amount which such Secured Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to such Secured Party certificates or other valid vouchers for all charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein (other than Excluded Taxes) unless such the Guarantor is compelled by law applicable Law to make such deduction or withholding. If any , in which case the Guarantor shall be entitled to make such obligation (other than one arising with respect to Taxes) is imposed upon a Guarantor with respect to any amount deduction or withholding and at the same time the sum payable by it hereunder, such the Guarantor will pay shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this paragraph) the applicable Secured Party, on Party receives an amount equal to the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Party to receive the same net amount which such Secured Party sum it would have received on such due date had no such obligation withholding or deduction been imposed upon such Guarantormade. Each The Guarantor will deliver promptly to such shall pay and indemnify each Secured Party certificates or other valid vouchers for all charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.for

No Setoff or Deductions; Taxes; Payments. Each Guarantor represents and warrants that it is organized and resident in the United States of America. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to Excluded Taxes) is imposed upon a any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the applicable Secured such Lender Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Lender Party to receive the same net amount which such Secured Lender Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to such Secured the applicable Lender Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

No Setoff or Deductions; Taxes; Payments. Each Guarantor represents and warrants that it is organized and resident in the United States of America. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature (other than Taxes, which shall be governed by Section 5.8) now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to Excluded Taxes) is imposed upon a such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the applicable Secured such Lender Party, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable such Secured Lender Party to receive the same net amount which such Secured Lender Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to such Secured the applicable Lender Party certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.