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

Payments Free and Clear of Taxes. Any and all payments by or on behalf of Guarantor shall be made, in accordance with this SECTION 4, free and clear of and without deduction for any and all present or future taxes. If Guarantor is required by law to deduct any taxes from or in respect of any sum payable hereunder to Lenders, (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 4), Lenders receive an amount equal to the sum they would have received had no deductions been made, (ii) Guarantor shall make the deductions and (iii) Guarantor shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Upon request by Collateral Agent or Lenders, Guarantor shall furnish to Collateral Agent or Lenders a receipt for any taxes paid by Guarantor pursuant to this SECTION 4 or, if no taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel, which opinion and counsel shall be acceptable to Collateral Agent, in either case stating that the payment is exempt from or not subject to taxes. If taxes are properly paid by Collateral Agent or Lenders as a result of payments under this Guarantee, Guarantor will, upon demand of Collateral Agent, indemnify Collateral Agent and Lenders for the payments, together with any interest, penalties and reasonable expenses in connection therewith plus interest thereon at a rate agreed between Collateral Agent and Guarantor.

Payments Free and Clear of Taxes. Any and all All payments required to be made by or on behalf of Guarantor hereunder shall be made, in accordance with this SECTION 4, made to Purchasers free and clear of of, and without deduction for for, any and all present or and future taxes. If Guarantor is shall be required by law to deduct any taxes from or in respect of any sum payable hereunder to Lendershereunder, (ia) the sum payable shall be increased as much as shall be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SECTION 4Section 6), Lenders Purchaser receive an amount equal to the sum they it would have received had no such deductions been made, (iib) Guarantor shall make the deductions such deductions, and (iiic) Guarantor shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Upon request by Collateral Agent or LendersWithin thirty (30) days after the date of any payment of taxes, Guarantor shall furnish to Collateral Agent Purchasers the original or Lenders a certified copy of a receipt evidencing payment thereof. Guarantor shall indemnify and, within ten (10) days of demand therefor, pay Purchasers for the full amount of taxes (including any taxes imposed by any jurisdiction on amounts payable under this Section 6) paid by Guarantor pursuant to Purchasers in connection with the transactions contemplated by this SECTION 4 orGuaranty, if no taxes are payable the Purchase Agreement and other Closing Documents (other than income taxes), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such taxes were correctly or legally asserted. Purchasers hereby agree to cooperate at Guarantor's cost and expense with Guarantor's reasonable requests in any payments required to be made action brought by Guarantor hereunderto contest the accuracy, either a certificate from each appropriate taxing authority applicability or an opinion legality of counsel, which opinion and counsel shall be acceptable to Collateral Agent, in either case stating that the payment is exempt from or not subject to taxes. If any taxes are properly paid by Collateral Agent or Lenders as a result of payments under this Guarantee, Guarantor will, upon demand of Collateral Agent, indemnify Collateral Agent and Lenders for the payments, together with any interest, penalties and reasonable expenses in connection therewith plus interest thereon at a rate agreed between Collateral Agent and Guarantorso paid.

Payments Free and Clear of Taxes. Any and all payments by or on behalf of any Guarantor shall be made, in accordance with this SECTION Section 4, free and clear of and without deduction for any and all present or future taxesTaxes. If any Guarantor is shall be required by law to deduct any taxes Taxes from or in respect of any sum payable hereunder to LendersLLCP or the Company, (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 4Section 4.13), Lenders receive LLCP receives an amount equal to the sum they it would have received had no such deductions been made, (ii) such Guarantor shall make the such deductions and (iii) such Guarantor shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Upon request by Collateral Agent or LendersLLCP, each Guarantor shall furnish to Collateral Agent or Lenders LLCP a receipt for any taxes Taxes paid by such Guarantor pursuant to this SECTION 4 Section 4.13 or, if no taxes Taxes are payable with respect to any payments required to be made by such Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel, which opinion and counsel shall be acceptable to Collateral AgentLLCP, in either case stating that the such payment is exempt from or not subject to taxesTaxes. If taxes Taxes are properly paid by Collateral Agent or Lenders LLCP as a result of payments under this GuaranteeGuaranty, each Guarantor will, upon demand of Collateral AgentLLCP, and whether or not such Taxes shall be correctly or legally asserted, indemnify Collateral Agent and Lenders LLCP for the such payments, together with any interest, penalties penalties, and reasonable expenses in connection therewith plus interest thereon at a rate agreed between Collateral Agent and Guarantor14.50% per annum.

Payments Free and Clear of Taxes. Any and all payments by or on behalf of Guarantor shall be made, in accordance with this SECTION Section 4, free and clear of and without deduction for any and all present or future taxesTaxes. If Guarantor is required by law to deduct any taxes Taxes from or in respect of any sum payable hereunder to LendersLender, (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 Section 4), Lenders receive Lender receives an amount equal to the sum they it would have received had no such deductions been made, (ii) Guarantor shall make the such deductions and (iii) Guarantor shall pay the full amount deducted to the relevant taxing or other authority in accordance with applicable law. Upon request by Collateral Agent or LendersLender, Guarantor shall furnish to Collateral Agent or Lenders Lender a receipt for any taxes Taxes paid by Guarantor pursuant to this SECTION Section 4 or, if no taxes Taxes are payable with respect to any payments required to be made by Guarantor hereunder, either a certificate from each appropriate taxing authority or an opinion of counselauthority, which opinion and counsel shall be acceptable to Collateral Agent, in either case stating that the payment is exempt from or not subject to taxesif any. If taxes Taxes are properly paid by Collateral Agent or Lenders Lender as a result of payments under this GuaranteeGuaranty, Guarantor will, upon demand of Collateral AgentLender, and whether or not such Taxes shall be correctly or legally asserted, indemnify Collateral Agent and Lenders Lender for the such payments, together with any interest, penalties penalties, and reasonable expenses in connection therewith plus interest thereon at a such rate as agreed between Collateral Agent Lender and Guarantor.