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 -------------------------------------- by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party shall be made, in accordance with Section 2.13 of the Credit Agreement, free and clear of and without deduction for any and all present or future Taxes. If any of the Guarantors shall be required by applicable Requirements of Law to deduct any Taxes from or in respect of any sum payable under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party to any of the Agents or any of the Guaranteed Parties, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 5) such Agent or such 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 and (iii) such Guarantor shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with the applicable Requirements of Law.

Payments Free and Clear of Taxes, Etc. (a) Any Except as ------------------------------------- otherwise required by law, any and all payments -------------------------------------- by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, free and clear of and without deduction for any and all present or future Indemnifiable Taxes. If any of the Guarantors Guarantor shall be required by applicable Requirements of Law law to deduct any Indemnifiable Taxes from or in respect of any sum payable under hereunder to any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of this Guarantee any sum paid or any of the other Finance Documents to which such Guarantor is a party payable hereunder to any of the Agents or any of the Guaranteed PartiesLender, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made making all required deductions for Indemnifiable Taxes (including deductions deductions, whether by such Guarantor or any Agent, applicable to additional sums payable under this Section 5Section) such Agent Lender or such Guaranteed Party, 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 Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make such deductions and (iii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority authority in accordance with the applicable Requirements of Lawlaw.

Payments Free and Clear of Taxes, Etc. (a) Any and all payments -------------------------------------- by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all present withholding or future Taxesother applicable taxes. If any of the Guarantors Guarantor shall be required by applicable Requirements of Law law to deduct any Taxes withholding or other applicable taxes from or in respect of any sum payable under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party hereunder to any of the Agents or any of the Guaranteed PartiesSecured Party, (i) the sum payable by such Guarantor shall be increased (the amount of such increase, the “Additional Amount”) as may be necessary so that after such Guarantor and the Administrative Agent have made making all required deductions (including deductions applicable to additional sums payable under this Section 5) ), such Agent or such Guaranteed Party, as the case may be, Secured Party 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 and (iii) such the Guarantor shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority governmental authority in accordance with applicable law; provided that no Additional Amount shall be payable hereunder to any person to the applicable Requirements extent such amount is payable as a result of Lawthe failure of such person to comply with Sections 2.13(d) or (e) of the Credit Agreement. The foregoing obligation to pay Additional Amounts with respect to payments required to be made by the Guarantor hereunder will not, however, apply with respect to net income taxes, franchise taxes or branch profit taxes imposed on Agent or any Secured Party.

Payments Free and Clear of Taxes, Etc. (a) Any Except as otherwise required by law, any and all payments -------------------------------------- by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, free and clear of and without deduction for any and all present or future Indemnifiable Taxes. If any of the Guarantors Guarantor shall be required by applicable Requirements of Law law to deduct any Indemnifiable Taxes from or in respect of any sum payable under hereunder to any Lender or any Agent or, if any Agent shall be required by law to deduct any Indemnifiable Taxes from or in respect of this Guarantee any sum paid or any of the other Finance Documents to which such Guarantor is a party payable hereunder to any of the Agents or any of the Guaranteed PartiesLender, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made making all required deductions for Indemnifiable Taxes (including deductions deductions, whether by such Guarantor or any Agent, applicable to additional sums payable under this Section 5Section) such Agent Lender or such Guaranteed Party, 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 Guarantor (or, as the case may be and as required by applicable law, any Agent) shall make such deductions and (iii) such Guarantor (or, as the case may be and as required by applicable law, any Agent) shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority authority in accordance with the applicable Requirements of Lawlaw.

Payments Free and Clear of Taxes, Etc. (a) Any and all payments -------------------------------------- required to be made by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party Seller Party hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of any Indemnified Party, taxes imposed on its income by the United States (other than withholding taxes on interest), and franchise taxes and net income taxes (or equivalent taxes computed under alternative methods, at least one of which is based on net income) imposed on it by the jurisdiction under the laws of which such Indemnified Party is organized or by any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any of the Guarantors Seller Party shall be required by applicable Requirements of Law law to deduct any Taxes from or in respect of any sum payable under hereunder to (or in respect of this Guarantee or for the benefit of) any of the other Finance Documents to which such Guarantor is a party to any of the Agents or any of the Guaranteed Parties, Indemnified Party: (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made making all required deductions (including deductions applicable to additional sums payable under this Section 5Section) such Agent or such Guaranteed Party, as the case may be, Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor Seller Party shall make such deductions and (iii) such Guarantor Seller Party shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority authority in accordance with the applicable Requirements of Lawlaw.

Payments Free and Clear of Taxes, Etc. (a) Any and all payments -------------------------------------- made by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the income of the Lender, and franchise taxes imposed on it, by the jurisdiction under the laws of which the Lender is organized and any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any of the Guarantors Guarantor shall be required by applicable Requirements of Law law to deduct any Taxes from or in respect of any sum payable under or in respect of this Guarantee or any of hereunder to the other Finance Documents to which such Guarantor is a party to any of the Agents or any of the Guaranteed PartiesLender, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made making all required deductions (including deductions applicable to additional sums payable under this Section 5Section) such Agent or such Guaranteed Party, as the case may be, Lender 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 pay the full amount deducted to the relevant taxation authority or other Governmental Authority authority in accordance with the applicable Requirements of Lawlaw.

Payments Free and Clear of Taxes, Etc. (a) Any and ------------------------------------- all payments -------------------------------------- made by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party Parent hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Indemnified Party, taxes imposed on its income and franchise taxes imposed on it by the jurisdiction under the laws of which such Indemnified Party is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If any of the Guarantors Parent shall be required by applicable Requirements of Law law to deduct any ----- Taxes from or in respect of any sum payable under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party hereunder to any of the Agents or any of the Guaranteed PartiesIndemnified Party, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made making all required deductions (including deductions applicable to additional sums payable under this Section 57) such Agent or such Guaranteed Party, as the case may be, Indemnified Party receives an amount equal to --------- the sum it would have received had no such deductions been made, (ii) such Guarantor the Parent shall make such deductions and (iii) such Guarantor the Parent shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority authority in accordance with the applicable Requirements of Lawlaw.

Payments Free and Clear of Taxes, Etc. (a) Any and all payments -------------------------------------- made by the Guarantor hereunder, under the Revolving Loans or under the Letters of Credit to or for the benefit of any of Lender, the Guarantors under Issuing Bank, the Collateral Agent or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party Agent shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all present or future Covered Taxes. If any of the Guarantors Guarantor shall be required by applicable Requirements of Law law to deduct any Covered Taxes from or in respect of any sum payable hereunder, under any Revolving Loan or in respect under any Letter of this Guarantee Credit to or for the benefit of any Lender, the Issuing Bank, the Collateral Agent or the Agent or any of the other Finance Documents to which such Guarantor is a party to any of the Agents or any of the Guaranteed PartiesTax Transferee, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 5Section) such Lender, the Agent, the Issuing Bank, the Collateral Agent or such Guaranteed PartyTax Transferee, 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 and (iii) such the Guarantor shall pay the full amount so deducted to the relevant taxation authority or other Governmental Authority authority in accordance with the applicable Requirements of Lawlaw.

Payments Free and Clear of Taxes, Etc. (a) Any and all -------------------------------------- payments -------------------------------------- made by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of of, and without deduction for for, any and all present or future taxes, income taxes and branch profits taxes that are imposed by the United States of America and net income taxes and franchise taxes (whether based on income or capital) that are imposed on such holder of the Notes (or Rollover Notes) by the state or foreign jurisdiction under the laws of which such holder of the Notes (or Rollover Notes) is organized or any political subdivision thereof (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder, under the Notes (or Rollover Notes) or the Note Documents being hereinafter referred to as "Taxes"). If any of the Guarantors Guarantor shall be required by applicable Requirements of Law law to deduct any Taxes from or in respect of any sum payable under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party hereunder to any holder of the Agents Notes (or any of the Guaranteed PartiesRollover Notes), (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made making all required deductions (including deductions applicable to additional sums payable under this Section 5Section) such Agent holder of Notes (or such Guaranteed Party, as the case may be, Rollover Notes) 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 and (iii) such the Guarantor shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority authority in accordance with the applicable Requirements of Lawlaw.

Payments Free and Clear of Taxes, Etc. (a) Any and all payments -------------------------------------- required to be made by any of the Guarantors under or in respect of this Guarantee or any of the other Finance Documents to which such Guarantor is a party Originator hereunder shall be made, in accordance with Section 2.13 of the Credit Agreement, made free and clear of and without deduction for any and all present or future Taxestaxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of Buyer or its assigns, taxes imposed on its income by the United States (other than withholding taxes on interest), and franchise taxes and net income taxes (or equivalent taxes computed under alternative methods, at least one of which is based on net income) imposed on it by the jurisdiction under the laws of which Buyer or its assigns (as the case may be) is organized or by any political subdivision thereof (all such non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "TAXES"). If any of the Guarantors Originator shall be required by applicable Requirements of Law law to deduct any Taxes from or in respect of any sum payable under hereunder to (or in respect of this Guarantee for the benefit of) Buyer or any of the other Finance Documents to which such Guarantor is a party to any of the Agents or any of the Guaranteed Partiesits assigns, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made making all required deductions (including deductions applicable to additional sums payable under this Section 5Section) such Agent Buyer or such Guaranteed Party, its assigns (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 Originator shall make such deductions and (iii) such Guarantor Originator shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority authority in accordance with the applicable Requirements of Lawlaw.

Payments Free and Clear of Taxes, Etc. (a) Any and all payments -------------------------------------- made by any of the Guarantors Guarantor under or in respect of this Guarantee Guaranty or any of the other Finance Documents to which such Guarantor is a party Bridge Loan Document shall be made, in accordance with Section 2.13 SECTION 3.01 of the Senior Credit AgreementAgreement as incorporated herein by reference pursuant to SECTION 3.01, free and clear of and without deduction for any and all present or future TaxesTaxes (as defined in the Senior Credit Agreement). If any of the Guarantors Guarantor shall be required by applicable Requirements of Law law to deduct any Taxes from or in respect of any sum payable under or in respect of this Guarantee Guaranty or any of other Bridge Loan Document to the other Finance Documents to which such Guarantor is a party to any of the Agents Administrative Agent or any of the Guaranteed PartiesBridge Lender, (i) the sum payable by such Guarantor shall be increased as may be necessary so that after such Guarantor and the Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 5) such SECTION 10.05), the Administrative Agent or such Guaranteed Party, as the case may be, Bridge Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor shall make all such deductions and (iii) such Alderwoods--Subordinated Bridge Loan Agreement 52 Guarantor shall pay the full amount deducted to the relevant taxation authority or other Governmental Authority authority in accordance with the applicable Requirements of Lawlaw.