Payments by Guarantor Sample Clauses

Payments by Guarantor. (a) Any and all payments by or on account of any obligation of WIL-Switzerland hereunder shall be understood to be minimum payment obligations. When entering into this Agreement, WIL-Switzerland has assumed that any and all payments by or on account of any obligation of WIL-Switzerland hereunder will not be subject to any deduction for Indemnified Taxes or Other Taxes (collectively, the “Covered Taxes”). WIL-Switzerland agrees that if it shall be required to deduct any Covered Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, the Issuing Bank or the Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) WIL-Switzerland shall make such deductions and (iii) WIL-Switzerland shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. If requested by the Administrative Agent, WIL-Switzerland shall provide to the Administrative Agent those documents which are required by law and applicable double taxation treaties to be provided by the payer of such tax, for each relevant Lender to prepare a claim for refund of Swiss withholding tax. WIL-Switzerland shall indemnify the Administrative Agent, the Issuing Bank and each Lender, within 20 days after written demand therefor, for the full amount of any Covered Taxes directly assessed against and paid by the Administrative Agent, the Issuing Bank or such Lender, as the case may be, on or with respect to any payment by or on account of the Guaranteed Obligations (including Covered Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Covered Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to WIL-Switzerland by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be presumed correct absent manifest error. (b) WIL-Switzerland will remit to the appropriate Governmental Authority, prior to delinquency (assuming WIL-Switzerland has received notification of a claim for Covered Taxes within 10 Busin...

Payments by Guarantor. All payments by the Guarantor hereunder will be made without setoff, counterclaim or other defense.

Payments by Guarantor. If all or any part of the Guarantied Obligations are not paid when due, whether at maturity, by reason of acceleration, or otherwise, and remain unpaid until the expiration of any applicable grace or cure period, or otherwise upon the occurrence and continuance of any Event of Default, Guarantor shall, immediately upon demand by Canadian Agent (or any trustee or agent acting on behalf of Canadian Agent or any Canadian Lender), and without presentment, protest, notice of protest, notice of nonpayment, notice of intention to accelerate or acceleration or any other notice whatsoever, pay in immediately available funds, the amount due on the Guarantied Obligations to Canadian Agent for distribution to Canadian Lenders. All obligations of Guarantor under this Guarantee shall be performable and payable to Canadian Agent at its office at the address for notices provided for in the Credit Agreement.

Payments by Guarantor. Subject to clause [7.8.2] the Guarantor covenants that it will make all payments under this guarantee without deduction, set-off, or counterclaim. If the Guarantor is required by law to make any deduction or withholding from any payment due to the Landlord under the Lease (save for deduction of tax which the Landlord can reclaim from H.M. Revenue & Customs or which the Landlord would have been obliged to pay) then the Guarantor will increase the sum due from the Guarantor in respect of such payment to the extent necessary to ensure that after that deduction or withholding the Landlord receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made. [EXCLUSION OF LANDLORD AND TENANT ACT 1954 The Guarantor confirms that before it became contractually bound to enter into a tenancy pursuant to clause [7.4] above: The Landlord served on the Guarantor a notice dated [ ] 200[ ] in relation to that tenancy (“the Notice”) in a form complying with the requirements of Schedule 1 to the Order. The Guarantor or a person duly authorised by the Guarantor, in relation to the Notice made a statutory declaration (“the Declaration”) dated [ ] 200[ ] in a form complying with the requirements of Schedule 2 of the Order. The Guarantor further confirms that, where the Declaration was made by a person other than the Guarantor, the declarant was duly authorised by the Guarantor to make the Declaration on the Guarantor’s behalf. The Landlord and the Guarantor agree to exclude the provisions of section 24 to 28 (inclusive) of the Landlord and Tenant Act 1954 in relation to that tenancy.]

Payments by Guarantor. 35 SECTION 8.04. Amendments, Changes or Modifications to Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 8.05. Rights of the Guarantor; References to the Guarantor . . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 8.06. Payment . . . . . . . . . . . . . . . . . . . . 36 SECTION 8.07. Counterparts. . . . . . . . . . . . . . . . . . 36 SECTION 8.08. Severability. . . . . . . . . . . . . . . . . . 36 SECTION 8.09. Term of Agreement . . . . . . . . . . . . . . . 36 SECTION 8.10. Notice of Changes in Fact . . . . . . . . . . . 37 SECTION 8.11. Notices . . . . . . . . . . . . . . . . . . . . 37 SECTION 8.12. Provision of Alternate Security . . . . .

Payments by Guarantor. The Guarantor agrees that any payments made by it on the Securities will be paid strictly in accordance with the terms and provisions thereof, regardless of any law, statute, rule, regulation, decree or order, now or hereafter in effect in any jurisdiction, purporting to affect in any manner any of the terms or provisions of the Securities, this Indenture or this Security Guarantee or any of the Guarantor's rights, obligations or remedies with respect thereto as against the Company, the Trustee of the Holders or purporting to cause or permit to be invoked any alteration in the time, amount, manner, place or terms of payment by the Company or the Guarantor under the Securities.

Payments by Guarantor. All payments by the Guarantor to the purchaser in relation to a Claim shall be in reduction to the Purchase Price. 10.1 Giving of DRD{Offshore)'s Warranties (a) Subject to the qualifications and limitations in this clause 10 and in DRD(Offshore)'s Disclosure Letter, DRD(Offshore) gives DRD(Offshore)'s Warranties in favour of Emperor on the date of this agreement and on the Completion Date. (b) DRD(Offshore) acknowledges that Emperor has entered into this agreement in reliance on DRD( Offshore)'s Warranties. (c) Each of DRD(Offshore)'s Warranties are to be construed independently of the others and is not limited by reference to any other DRD(Offshore) Warranty.

Payments by Guarantor. Upon receipt of any payments made by William Wright pursuant to hi▇ ▇▇▇▇▇▇▇▇▇▇ ▇nconditional Guaranty of even date herewith, such proceeds shall be applied by Agent as a mandatory prepayment of the Term Loan B, such payment to be applied against the remaining installments of principal in the inverse order of their maturities until such Term Loan B is repaid in full, and then shall be applied to the outstanding principal balance of the Loans to the Subsidiary Borrowers in such order as Agent shall determine in its sole discretion and shall result in a mandatory reduction of the Subsidiary Sublimit (by application to the Subsidiary Accounts Sublimit and/or the Subsidiary Inventory Sublimit in such order as Agent shall determine in its sole discretion), and then against the other Liabilities, as determined by Agent, in its sole discretion.

Payments by Guarantor. Upon receipt of any payments made by William Wright pursuant to ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Unconditional Guaranty of even date herewith (as same may be amended, restated, supplemented or otherwise modified from time to time), such proceeds shall be applied by Agent as a mandatory prepayment of the Term Loan B, such payment to be applied against the remaining installments of principal in the inverse order of their maturities until such Term Loan B is repaid in full, and (i) then such payment shall be applied to the outstanding principal balance of Loans to the Subsidiary Borrowers in such order as Agent shall determine in its sole discretion, and (ii) in the event such payment is applied to the outstanding principal balance of Loans to a Retail Subsidiary, such application shall result in a mandatory reduction of the Retail Inventory Sublimit (in such order and amount as Agent shall determine in its sole discretion) and/or in the event such payment is applied to the outstanding principal balance of Loans to a Beverage Subsidiary, such application shall result in a mandatory reduction of the Beverage Sublimit (by application to the Beverage Accounts Sublimit and/or the Beverage Inventory Sublimit in such order and amount as Agent shall determine in its sole discretion), and (iii) then such payment shall be applied against the other Liabilities, as determined by Agent, in its sole discretion.