Common use of Payments Free and Clear of Taxes, Etc Clause in Contracts

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Guarantor shall be required by any Laws to deduct any Taxes (including Other 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 2.5), each of the Administrative Agent, Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.

Appears in 7 contracts

Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Subsidiary Guaranty Agreement (First Advantage Corp), Credit Agreement (Integra Lifesciences Holdings Corp)

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Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 2.17 of the Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Guarantor shall be required by any Laws to deduct any Indemnified Taxes (including Other 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 2.52.05), each of the Administrative Agent, Lender or the any L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Teradata Corp /De/), Guaranty Agreement (Teradata Corp /De/), Revolving Credit Agreement (Teradata Corp /De/)

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Guarantor shall be required by any Laws to deduct any Indemnified Taxes (including Other 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 2.52.05), each of the Administrative Agent, Lender Agent or the L/C IssuerSecured Party, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Spansion Inc.), Credit Agreement (Spansion Inc.)

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Revolving Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or (including Other Taxes); provided that if any Guarantor shall be required by any Laws to deduct any Indemnified Taxes (including Other 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 2.52.05), each of the Administrative Agent, the applicable Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been required to be made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.

Appears in 2 contracts

Samples: Credit Agreement (Gilead Sciences Inc), Subsidiary Guaranty Agreement (Gilead Sciences Inc)

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or (including Other Taxes; ), provided that if any Guarantor shall be required by any Laws to deduct any Indemnified Taxes (including Other 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 2.52.05), each of the Administrative Agent, Lender Agent or the L/C Issuerapplicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been required to be made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.

Appears in 2 contracts

Samples: Credit Agreement (Gilead Sciences Inc), Parent Guaranty Agreement (Gilead Sciences Inc)

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Term Loan Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or (including Other Taxes); provided that if any Guarantor shall be required by any Laws to deduct any Indemnified Taxes (including Other 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 2.52.05), each of the Administrative Agent, Lender Agent or the L/C Issuerapplicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been required to be made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.

Appears in 2 contracts

Samples: Term Loan Agreement (Gilead Sciences Inc), Subsidiary Guaranty Agreement (Gilead Sciences Inc)

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Term Loan Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or (including Other Taxes; ), provided that if any Guarantor shall be required by any Laws to deduct any Indemnified Taxes (including Other 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 2.52.05), each of the Administrative Agent, Lender Agent or the L/C Issuerapplicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been required to be made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.

Appears in 1 contract

Samples: Term Loan Agreement (Gilead Sciences Inc)

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any the Guarantor under or in respect of this Agreement or any other Loan Document hereunder shall be made, in accordance with Section 3.01 of the Credit Agreement2.11, free and clear of and without reduction or withholding deduction for any Indemnified Taxes and all present or Other future Taxes; provided that if any . If the Guarantor shall be required by any Laws law to deduct any Taxes (including Other Taxes) from such paymentsor in respect of any sum payable hereunder to any Lender, then any Co-Agent or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.5)Section) such Lender, each of such Co-Agent or the Administrative Agent, Lender or the L/C Issuer, Agent (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such the Guarantor shall make such deductions, deductions and (iii) such the Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority taxation authority or other authority in accordance with Lawapplicable law.

Appears in 1 contract

Samples: Credit Agreement (Imc Global Inc)

Payments Free and Clear of Taxes, Etc. (a) Any Subject to ------------------------------------- Section 1(b), any and all payments made by any the Guarantor under or in respect of this Agreement or any other Loan Document hereunder shall be made, in accordance with Section 3.01 Sections 2.09 and 2.10 of the Credit each 1994 Loan Agreement, free and clear of and without reduction or withholding deduction for any Indemnified Taxes and all present or Other future Taxes; provided that if any . If the Guarantor shall be required by any Laws law to deduct any Taxes (including Other Taxes) from such paymentsor in respect of any sum payable hereunder to any Lender or the Agent, then (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.5), each of the Administrative Agent, Section) such Lender or the L/C IssuerAgent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such the Guarantor shall make such deductions, deductions and (iii) such the Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority taxation authority or other authority in accordance with Lawapplicable law.

Appears in 1 contract

Samples: Courtyard by Marriott Limited Partnership

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Guarantor shall be required by any Laws to deduct any Indemnified Taxes (including Other 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 2.52.05), each of the Administrative Agent, Lender Agent or the L/C Issuerany Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.

Appears in 1 contract

Samples: Credit Agreement (HFF, Inc.)

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Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by or on account of any obligation of any Guarantor hereunder or under or in respect of this Agreement or any other Loan Document or Swap Contracts with Lender Counterparties shall be made, in accordance with Section 3.01 of the Credit Agreement, made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any a Guarantor shall be required by any Laws applicable law to deduct any Indemnified Taxes (including any Other 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 2.5), each of Section) the Administrative Agent, Lender the LC Issuer, or the L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.deductions and

Appears in 1 contract

Samples: Security Agreement (Sandridge Energy Inc)

Payments Free and Clear of Taxes, Etc. (a) Any Except as otherwise provided in this Section 5, any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document hereunder shall be made, in accordance with Section 3.01 2,09 of the Credit Agreement, free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes; . Except as otherwise provided that in this Section 5, if any Guarantor shall be required by any Laws law to deduct any Taxes (including Other Taxes) from such paymentsor in respect of any sum payable hereunder to the Administrative Agent or any other Guaranteed Party, then (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.5), each of Section) the Administrative Agent, Lender Agent or the L/C Issuer, such other Guaranteed Party (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, deductions and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority taxation authority or other authority in accordance with Lawapplicable law.

Appears in 1 contract

Samples: Credit Agreement (Panolam Industries Inc)

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any Guarantor shall be required by any Laws to deduct any Indemnified Taxes (including Other 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 2.52.05), each of the Administrative Agent, Lender Agent or the L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law.

Appears in 1 contract

Samples: Guaranty Agreement (Spansion Inc.)

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by or on account of any obligation of any Guarantor hereunder or under or in respect of this Agreement or any other Loan Document or Lender Hedging Contract shall be made, in accordance with Section 3.01 of the Credit Agreement, made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if any a Guarantor shall be required by any Laws applicable law to deduct any Indemnified Taxes (including any Other 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 2.5), each of Section) the Administrative Agent, Lender the LC Issuer, or the L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make such deductions, deductions and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Lawapplicable law.

Appears in 1 contract

Samples: Guaranty (American Real Estate Partners L P)

Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any Subsidiary Guarantor under or in respect of this Agreement or any other Loan Document hereunder shall be made, in accordance with Section 3.01 2.11 of the Fourth Amended and Restated Credit Agreement, free and clear of and without reduction or withholding deduction for any Indemnified Taxes and all present or Other future Taxes; provided that if any . If such Subsidiary Guarantor shall be required by any Laws law to deduct any Taxes (including Other Taxes) from such paymentsor in respect of any sum payable hereunder to the Administrative Agent or any other Lender Party, then (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.54), each of the Administrative Agent, Agent or such other Lender or the L/C IssuerParty, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Subsidiary Guarantor shall make such deductions, deductions and (iii) such Subsidiary Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority taxation authority or other authority in accordance with Lawapplicable law.

Appears in 1 contract

Samples: Credit Agreement (General Nutrition Companies Inc)

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