Common use of No withholdings Clause in Contracts

No withholdings. All payments required to be made by the Company hereunder shall be made free and clear of, and without set-off or counterclaim and without deduction or withholdings for, any and all present and future taxes, levies, imposts, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authority, except as provided in this Paragraph 3(f). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of Credit. In the event that the Company is prohibited by operation of law from (i) making payments without set-off or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing and other fees and other charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto, as provided above, then the payments due to the Bank hereunder shall be increased to such amount as may be necessary in order that the actual amount received after provision for such taxes, duties, levies, imposts, filing and other fees or other charges shall equal the amount that would have been received if such set-off, counter-claim, deduction or withholding were not required. The Company shall provide evidence that all applicable taxes imposed on the transactions contemplated by this Agreement have been paid to the appropriate taxing authority by delivery to the Bank of the official tax receipts or notarized copies of such receipts within the later of (i) 30 days after the due date for payment of any such tax or (ii) 10 days after the date on which the Company receives the official receipts for the payment of such tax.

No withholdings. All payments required to be made sums payable by Borrower under the Company hereunder Note, this Agreement and the other Loan Documents, shall be made free and clear of, paid in full and without set-off or counterclaim counterclaims and without deduction free of any deductions or withholdings for, for any and all present and future taxes, levies, imposts, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authority, except as provided in this Paragraph 3(f). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of CreditTaxes. In the event that the Company Borrower is prohibited by operation of any law from (i) making payments without set-off any such payment free of such deductions or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing and other fees and other charges of any nature, including any interest, penalties and expenses arising therefrom or withholdings with respect thereto, as provided aboveto Taxes, then the payments due Borrower shall pay such additional amount to the Bank hereunder shall be increased to such amount Agent as may be necessary in order that the actual amount received by Agent and the Lenders after provision for such taxes, duties, levies, imposts, filing deduction or withholding (and other fees or other charges after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such set-off, counter-claim, deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amount solely because Agent and/or any Lender, although having a legal basis to do so, fails to deliver to Borrower a duly executed copy of United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, establishing that a full exemption exists from United States backup withholding tax, and as a result of such failure, Borrower was prohibited by the Code, from making any such payment free of such deductions or withholding. The Company Notwithstanding anything contained in this Section 24, in no event will Agent's or any Lender's failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Base Interest, principal and other amounts due under the Loan Documents (other than amounts due under this Section 24 as a result of Agent's or any Lender's failure to deliver such forms). Such additional amount shall provide be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by Agent. A certificate as to the amount of Taxes submitted by Agent to Borrower setting forth Agent's basis for the determination of Taxes shall be conclusive evidence that all applicable taxes imposed of the amount thereof, absent manifest error. Failure on the transactions contemplated by this Agreement have been paid part of Agent to the appropriate taxing authority by delivery demand payment from Borrower for any Taxes attributable to the Bank any particular period shall not constitute a waiver of the official tax receipts or notarized copies of such receipts within the later of (i) 30 days after the due date for payment of any such tax or (ii) 10 days after the date on which the Company receives the official receipts for the Agent's right to demand payment of such taxamount for any subsequent or prior period.

No withholdings. All payments required to be made sums payable by Obligor under this Loan Agreement, the Company hereunder Note and the other Loan Documents, shall be made free and clear of, paid in full and without set-off or counterclaim counterclaims and without deduction or withholdings for, free of any and all present and or future taxes, levies, imposts, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authority, except as provided in this Paragraph 3(f). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of Credit. In the event that the Company is prohibited by operation of law from (i) making payments without set-off or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing deductions, charges and other fees withholdings and other charges of any nature, including any interest, penalties and expenses arising therefrom or all liabilities with respect thereto, excluding: (i) taxes imposed on or measured by the net income (including branch profits or similar taxes) of, and gross receipts, franchise or similar taxes imposed on, Agent or any Lender by the jurisdiction (or subdivision thereof) under the laws of which Agent or such Lender is organized or in which its principal executive office is located or, in the case of each Lender, in which its applicable lending office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments, (iii) any backup withholding tax imposed by the United States of America (or any state or locality thereof) on Agent or a Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) any taxes imposed by FATCA (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as provided above“Taxes”). In the event that Obligor is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes, then the payments due Obligor shall pay such additional amount to the Bank hereunder shall be increased to such amount Agent as may be necessary in order that the actual amount received by Agent after provision for such taxes, duties, levies, imposts, filing deduction or withholding (and other fees or other charges after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such set-off, counter-claim, deduction or withholding were not required. The Company ; provided, however, that Obligor shall provide evidence that all applicable taxes imposed on not be obligated to pay such additional amount to a specific Lender if at the transactions contemplated by this Agreement have been paid time such Lender became a “Lender” hereunder, Obligor is required to deduct or withhold any sums solely because such Lender had a legal basis to deliver the appropriate taxing authority by delivery materials referred to in the Bank of the official tax receipts or notarized copies of such receipts within the later of following clauses (i) 30 days after and (ii) but such Lender fails either (i) to deliver to Obligor a duly completed copy of United States Internal Revenue Service Form W-8 BEN or W-8 ECI or any successor form or any required renewal thereof, as the due date for payment case may be, certifying in each case that such Lender is entitled to receive payments hereunder or under the other Loan Documents without deduction or withholding of any such tax United States federal income taxes or (ii) 10 days after to deliver to Obligor a duly executed United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, as the case may be, establishing that a full exemption exists from United States backup withholding tax, unless in any such case any change in treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or as a result of which such Lender can no longer deliver such forms. Notwithstanding anything contained in this Section 2.8, in no event will any Lender’s failure to deliver any such copies, or any renewal or extension thereof, affect, postpone or relieve Obligor from any obligation to pay interest, principal, Additional Interest and other amounts due under the Company receives the official receipts for the payment Loan Documents (other than amounts due under this Section 2.8 as a result of a Lender’s failure to deliver such taxcopies).

No withholdings. All payments required to be made sums payable by Borrower under the Company hereunder Note, this Loan Agreement and the other Loan Documents, shall be made free and clear of, paid in full and without set-off or counterclaim counterclaims and without deduction free of any deductions or withholdings for, for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or other charges of any nature whatsoever imposed by any taxing authoritycharges, except as provided in this Paragraph 3(fexcluding Excluded Taxes (collectively, “Taxes”). The Company agrees to pay or cause to be paid directly to the appropriate governmental authority, or to reimburse the Bank for the cost of, any and all present and future taxes, duties, fees and other governmental charges of any nature, including any interest, penalties and expenses arising therefrom or with respect thereto levied or imposed by any Government Authority on or with regard to any aspect of the transactions contemplated by this Agreement whether or not such taxes or other charges were correctly or legally asserted, except such taxes as are imposed on or measured by the Bank's net income by applicable federal, state, commonwealth and local taxing authorities and taxing authorities of the jurisdiction in which the head office of the Bank is located and except such taxes and other charges as are imposed on any participant in the Letter of Credit to the extent that such taxes and other charges exceed the amount that they would have equalled if the Bank had not issued such participation in the Letter of Credit. In the event that the Company Borrower is prohibited by operation of any law from (i) making payments without set-off any such payment free of such deductions or counterclaim or without deduction or withholding as provided above or (ii) paying, causing to be paid, or reimbursing the Bank for the cost of any and all such taxes, duties, levies, imposts, filing and other fees and other charges of any nature, including any interest, penalties and expenses arising therefrom or withholdings with respect thereto, as provided aboveto Taxes, then the payments due Borrower shall pay such additional amount to the Bank hereunder shall be increased to such amount Agent as may be necessary in order that the actual amount received by Lenders after provision for such taxes, duties, levies, imposts, filing deduction or withholding (and other fees or other charges after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such set-off, counter-claim, deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amount on account of a specific Lender if at the time such Lender became a “Lender” hereunder, Borrower is required to deduct or withhold any sums solely because such Lender had a legal basis to deliver, but failed to deliver, to Borrower (a) a duly executed copy of United States Internal Revenue Service Form W-8 BEN or W-8 ECI or any successor form or any required renewal thereof, as the case may be, certifying in each case that such Lender is entitled to receive payments hereunder or under the other Loan Documents without deduction or withholding of any United States federal income taxes or (b) a duly executed United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, Borrower was prohibited by the IRC from making any such payment free of such deductions or withholding. The Company Notwithstanding anything contained in this Section 2.8, in no event will any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Interest, principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 2.8 as a result of a Lender’s failure to deliver such forms). Such additional amount shall provide be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by Agent (or the applicable Lender). A certificate as to the amount of Taxes submitted by Agent to Borrower setting forth Agent’s (or the applicable Lender’s) basis for the determination of Taxes shall be conclusive evidence that all applicable taxes imposed of the amount thereof, absent manifest error. Failure on the transactions contemplated by this Agreement have been paid part of Agent to demand payment from Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s (or the appropriate taxing authority by delivery applicable Lender’s) right to the Bank of the official tax receipts or notarized copies of such receipts within the later of (i) 30 days after the due date for payment of any such tax or (ii) 10 days after the date on which the Company receives the official receipts for the demand payment of such taxamount for any subsequent or prior period.