No Withholding; Gross-Up Requirement Sample Clauses

No Withholding; Gross-Up Requirement. Each payment required to be made by the Borrower under each Loan Document shall be made without set-off or counterclaim, free and clear of, and without deduction or withholding for or on account of, any Indemnified Taxes, except to the extent such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant Governmental Authority, then in effect. To the extent and each time the Borrower is so required to deduct or withhold Indemnified Taxes from or in respect of any such payment to or for the account of the Lender, then the Borrower will:
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No Withholding; Gross-Up Requirement. Each payment required to be made by the Borrower under each Secured Document shall be made without set-off or counterclaim, free and clear of, and without deduction or withholding for or on account of, any present or future Taxes, except to the extent such deduction or withholding is required by any Applicable Law then in effect (as determined in the good faith discretion of the Borrower or the Agent). To the extent and each time that the Borrower is so required to deduct or withhold Taxes from any such payment to or for the account of any Secured Party (the “Affected Secured Party”), then the Borrower will (a) promptly notify the Agent of such requirement, (b) promptly pay when due to the relevant Governmental Authority the full amount required to be deducted or withheld (including the full amount of Taxes required to be deducted or withheld from any additional amount paid by the Borrower to or for the account of the Affected Secured Party under this Section 3.6.1), (c) promptly forward to the Affected Secured Party an official receipt (or a certified copy), or other evidence reasonably acceptable to the Agent, evidencing such payment to such Governmental Authority and (d) with respect to Indemnified Taxes of the Affected Secured Party, forthwith pay to the Affected Secured Party, in addition to the payment to which the Affected Secured Party is otherwise entitled under such Secured Document, such additional amount as is necessary to ensure that the net amount actually received by the Affected Secured Party (free and clear of Indemnified Taxes and free and clear of deductions and withholdings applicable to additional sums payable under this Section 3.6, whether assessed against the Borrower or the Affected Secured Party) will equal the full amount the Affected Secured Party would have received had no such deduction or withholding been required.
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No Withholding; Gross-Up Requirement. Subject to Section 9.10, each payment required to be made by each Borrower under each Loan Document shall be made without set-off or counterclaim, free and clear of, and without deduction or withholding for or on account of, any Taxes (other than Excluded Taxes), except to the extent such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant governmental authority, then in effect. To the extent and each time any Borrower (for the purposes of this Section 9.7, the “Affected Borrower”) is so required to deduct or withhold Taxes (other than Excluded Taxes) from or in respect of any such payment to or for the account of any Senior Lender (for the purposes of this Section 9.7, the “Affected Lender”), then the Affected Borrower will:
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No Withholding; Gross-Up Requirement. 4.3.2 Other Taxes. 4.3.3 Indemnity. 4.3.4 Indemnity for Additional Income Tax. ARTICLE 5 REPAYMENT AND PREPAYMENT 14 5.1 Repayment of the Loan Facility 5.2 Extension of Maturity Date 5.3 Promissory Note 5.4 Voluntary Repayments 5.4.1 Loan Facility. 5.4.2 Effect of Voluntary Repayment. 5.5 Changes to Commitment 5.5.1 Changes to Commitment. ARTICLE 6 CONVERSION 15 6.1 Conversion of the Loan Facility ARTICLE 7 CONDITIONS PRECEDENT TABLE OF CONTENTS (continued) Page 7.1 Conditions Precedent to Loan Facility 7.2 Conditions to all Advances ARTICLE 8 SECURITY 17 8.1 Initial Security 8.2 Registration 8.3 Further Assurances 8.4 Discharge of Security
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No Withholding; Gross-Up Requirement. (a) Each payment required to be made by a Canadian Borrower under a Finance Document to any Lender who has made a Facility D Loan shall be made without set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, any and all present or future Tax, except to the extent such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant governmental body, then in effect. To the extent and each time a Canadian Borrower is so required to deduct or withhold an amount for or on account of Tax from or in respect of any such payment to or for the account of any Lender under Facility D (the “Affected Facility D Lender”), then the Canadian Borrower will:
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No Withholding; Gross-Up Requirement. Subject to Subsection 7.8.4, each payment required to be made by the Borrower under each Finance Document shall be made without set-off or counterclaim, free and clear of, and without deduction or withholding for or on account of, any Tax, except to the extent such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant Governmental Body, then in effect. To the extent and each time the Borrower is so required to deduct or withhold Tax from any such payment to or for the account of any Finance Party (the "Affected Finance Party"), then the Borrower will:
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Related to No Withholding; Gross-Up Requirement

  • Withholding, Etc The payment of any Salary and bonus hereunder shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required by law or the Company's employee benefit plans.

  • Withholding Requirements In the event that any jurisdiction imposes any withholding or other tax on any payment made by Xxxxxxx Mac (or its agent, the Exchange Administrator, or any other person potentially required to withhold) with respect to a Note, Xxxxxxx Mac (or its agent, the Exchange Administrator, or such other person) will deduct the amount required to be withheld from such payment, and Xxxxxxx Mac (or its agent, the Exchange Administrator, or such other person) will not be required to pay additional interest or other amounts, or redeem or repay the Notes prior to the Maturity Date, as a result.

  • No Withholding The transaction contemplated herein is not subject to the tax withholding provisions of Section 3406 of the Code, or of Subchapter A of Chapter 3 of the Code or of any other provision of law.

  • FATCA Withholding The Trust represents, warrants and covenants to the Indenture Trustee and the Note Paying Agent that, (i) to the best of the Trust’s knowledge, the Indenture Trustee, Note Registrar and Note Paying Agent are not obligated in respect of any payments to be made by the Trust pursuant to this Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”), provided such parties have obtained the requisite information about the Noteholders; (ii) the Noteholders are required to provide information sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax (the “FATCA Information”) to the Trust and the Indenture Trustee, (iii) the Trust shall comply with all requirements of the Code with respect to the withholding from any payment made by it on any Note of any applicable FATCA Withholding Tax imposed thereon and with respect to any applicable reporting requirement in connection therewith; and (iv) to the extent the Trust determines that FATCA Withholding Tax is applicable, it will promptly notify the Note Paying Agent of such fact. To the extent the Trust has the Noteholders’ information, the Trust will provide the FATCA Information to the Indenture Trustee, the Note Registrar and the Note Paying Agent upon request. Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Trust, the Indenture Trustee, the Note Registrar and the Note Paying Agent with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the FATCA Information. In addition, each holder of a Note will be deemed to understand that the Note Paying Agent has the right to withhold interest payable with respect to the Note (without any corresponding gross-up) on any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements.

  • No withholding taxes All payments which the Borrower is liable to make under the Finance Documents may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

  • Deduction or Withholding for Tax (i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—

  • Taxes Withholding Etc (a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

  • Withholding Rights Each of the Surviving Corporation and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.

  • Mandatory Withholding for Taxes The Grantee acknowledges and agrees that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock having a Fair Market Value on the date of exercise that is equal to the amount of all federal, state and local taxes required to be withheld by the Company or any Subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless the Grantee remits the Required Withholding Amount to the Company or its designee in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. If the Grantee elects to make payment of the Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of the Company's determination of the Required Withholding Amount. Notwithstanding the foregoing or anything contained herein to the contrary, (i) the Grantee may, in his sole discretion, direct the Company to deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of Common Stock acquired upon exercise of such Options having a Fair Market Value on the date of exercise that is equal to the Required Withholding Amount and (ii) the Company will not withhold any shares of Common Stock to pay the Required Withholding Amount if the Grantee has remitted cash to the Company or a Subsidiary or designee thereof in an amount equal to the Required Withholding Amount by such time as the Company may require.

  • Withholding of Taxes; Gross-Up Each payment by any Loan Party under any 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 such Loan Party 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.

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