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.
Payments by Guarantor. All sums payable by the Guarantor hereunder shall be made in freely transferable, cleared and immediately available, United States funds without any set-off, deduction, or withholding unless such set-off, deduction or withholding is required by an applicable law, judicial or administrative decision, or practice of any relevant governmental authority, or by any combination thereof. If the Guarantor is so required to set-off, deduct or withhold any sums, then the Guarantor shall pay to the Board, in addition to the payment to which the Board is otherwise entitled, such additional amount as necessary to ensure that the net amount actually received by the Board (free and clear of any set-off, deduction or withholding) equals the full amount which the Board would have received had no such set-off, deduction or withholding been required. All funds shall be payable in US Dollars.
Payments by Guarantor. All payments by the Guarantor hereunder will be made without setoff, counterclaim or other defense.
Payments by Guarantor. Upon receipt of any payments made by William Wright pursuant to xxx Xxxxxxxxxx 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.
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. Upon receipt of any payments made by William Wright pursuant to hix Xxxxxxxxxx Xnconditional 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. For the avoidance of doubt, any amounts paid by the Guarantor to the Agent for the account of Conduit and the Financial Institutions in respect of the Purchaser Interests shall be treated as a payment of Capital with respect to such Purchaser Interests, and shall reduce the Aggregate Capital and other Aggregate Unpaids accordingly; provided, that if and to the extent that for any reason any payment by or on behalf of the Guarantor is rescinded or must be otherwise restored by the related, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, such Purchaser's Capital shall be reinstated as if such payment by the Guarantor had not been made.
Payments by Guarantor. Subject to the limitation set forth in Section 2.1 hereof, Guarantor shall, immediately upon notice by Agent to Guarantor of the occurrence of a Payment Default, pay to Agent such portion of the Obligations ("Payment Amount") as is equal to the sum of (i) any principal of, or interest on, any of the Loans, or any other amounts, in each case due and payable at such time to the Lenders or Agent under the Credit Agreement or any other Loan Instruments, plus (ii) the amount required to fund the Debt Service Reserve Account up to the amounts specified in Section 5.1(c)(vi) of the Credit Agreement, without taking into account the Debt Service Line of Credit Facility Commitment. Each and every Payment Default by Borrower shall give rise to a separate liability of Guarantor hereunder to pay the Payment Amount to Agent, subject, however, to the limitation set forth in Section 2.1 hereof of the maximum aggregate amount payable hereunder. For the avoidance of doubt, if an Event of Default has occurred and Agent exercises the remedies specified in Section 6.1(i)(B) of the Credit Agreement, the Guarantor shall, immediately upon notice by Agent to Guarantor, pay to Agent any principal of, or interest on, any of the Loans, or any other amounts, in each case due and payable at such time to the Lenders or Agent under the Credit Agreement or any other Loan Instruments, subject, however, to the limitation set forth in Section 2.1 hereof of the maximum aggregate amount payable hereunder.
Payments by Guarantor. All payments by the Guarantor to the purchaser in relation to a Claim shall be in reduction to the Purchase Price. DRD(Offshore)'s Warranties
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.
