Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 193 contracts
Samples: Credit Agreement (NNN Reit, Inc.), Term Loan Agreement (Realty Income Corp), Term Loan Agreement (NETSTREIT Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 9 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Helmerich & Payne, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: Term Loan Agreement (Chesapeake Lodging Trust), Credit Agreement (Tier Reit Inc), Credit Agreement (Tier Reit Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Qualified Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party such Qualified Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 13.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: Revolving Credit and Term Loan Agreement (Washington Prime Group Inc.), Credit and Term Loan Agreement (Washington Prime Group, L.P.), Revolving Credit and Term Loan Agreement (Washington Prime Group, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the such Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: Credit Agreement (Park Hotels & Resorts Inc.), Loan Agreement (Park Hotels & Resorts Inc.), Credit Agreement (Park Hotels & Resorts Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and withholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 7 contracts
Samples: Revolving Credit Agreement (AB Private Credit Investors Corp), Revolving Credit Agreement (AB Private Credit Investors Corp), Revolving Credit Agreement (AB Private Credit Investors Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable a Requirement of Law. If any Applicable Requirement of Law (as determined in the good faith discretion of an applicable the Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a the Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 6 contracts
Samples: Revolving Credit Agreement (Kinder Morgan, Inc.), Revolving Credit Agreement (Kinder Morgan, Inc.), Revolving Credit Agreement (Kinder Morgan, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirements. If any Applicable Law applicable Legal Requirements (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentsuch withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.11) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 6 contracts
Samples: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.), Pledge Agreement (Quintana Energy Services Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Credit Party hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 6 contracts
Samples: Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions deduction and withholdings withholding applicable to additional sums payable under this Section) or withholding the Administrative Agent, applicable Recipient Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Assignment and Assumption (Goldman Sachs BDC, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and withholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andLaw, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 4.1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Oaktree Gardens OLP, LLC), Revolving Credit Agreement (Stone Point Credit Corp), Revolving Credit Agreement (Stone Point Credit Corp)
Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from in respect of any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.14) the applicable Recipient Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (Integrated Device Technology Inc), Credit Agreement (Cavium, Inc.), Credit Agreement (Integrated Device Technology Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Requirements of Law. If any Applicable Requirement of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 5 contracts
Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.
Appears in 5 contracts
Samples: Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.), Credit Agreement (Aly Energy Services, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (Southwestern Energy Co), Credit Agreement (Southwestern Energy Co), Credit Agreement (Southwestern Energy Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Transaction Document shall be made without deduction or withholding for any Indemnified Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Receivables Financing Agreement (Alliance Resource Partners Lp), Receivables Financing Agreement (Alliance Holdings GP, L.P.), Receivables Financing Agreement (Alliance Resource Partners Lp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as provided that if an applicable withholding agent shall be required by Applicable Law. If applicable law to deduct or withhold any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agentpayments, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, (i) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction making all required deductions or withholding has been made withholdings (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made, (ii) the applicable withholding agent shall make such deductions and (iii) such withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Williams Partners L.P.), Credit Agreement (Williams Partners L.P.), Credit Agreement (Williams Companies Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (c)
Appears in 4 contracts
Samples: Credit Agreement (Saul Centers Inc), Credit Agreement (Equity Lifestyle Properties Inc), Credit Agreement (DiamondRock Hospitality Co)
Payments Free of Taxes. Any and all All payments made by or on account of any obligation behalf of the Borrower under this Agreement or any other Loan Party under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided, except as that if any Taxes are required by Applicable Law. If to be deducted or withheld from any Applicable Law (amounts payable to the Administrative Agent or any Lender, as determined in the good faith discretion of an by the applicable Withholding Agent, (x) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, applicable law and (y) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party to a Recipient shall be increased as to the extent necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (Bungeltd), Credit Agreement (Bungeltd), Credit Agreement (Bungeltd)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Credit Agreement (Cirrus Logic Inc), Credit Agreement (Cirrus Logic Inc), Credit Agreement (Cirrus Logic Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.12.) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Term Loan Agreement (Kite Realty Group, L.P.), Credit Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Kite Realty Group, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable LawTaxes (other than income taxes in the jurisdiction of Lxxxxx's Lending Office). If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been madewithholding.
Appears in 4 contracts
Samples: Credit Agreement (Hut 8 Mining Corp.), Credit Agreement (Hut 8 Corp.), Credit Agreement (Hut 8 Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document (other than the Warrant) shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority governmental authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2 or Section 4 of this Addendum 1) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 4 contracts
Samples: Loan and Security Agreement (Axsome Therapeutics, Inc.), Loan and Security Agreement (Axsome Therapeutics, Inc.), Loan and Security Agreement (Axsome Therapeutics, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the each Borrower or any other Loan Party under any Loan Document hereunder shall be made free and clear of and without deduction or withholding for any Indemnified Taxes; provided that if, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an by the applicable Withholding Agent) requires the deduction or withholding of , any Tax Indemnified Taxes are required to be withheld from any such payment by a Withholding Agentpayments, 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall be entitled to make such deduction or withholding deductions and (iii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw.
Appears in 4 contracts
Samples: Credit Agreement (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding of Indemnified Taxes has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Penn Virginia Corp), Credit Agreement (CVR Energy Inc), Credit Agreement (Penn Virginia Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment to a Recipient by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other the applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Senior Secured Term Loan Agreement (Sunoco LP), Credit Agreement (Susser Petroleum Partners LP), Credit Agreement (Sunoco LP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Loan Agreement (Howard Hughes Corp), Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of the Borrower any Loan Party hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a any Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Taxes deducted or withheld are Indemnified TaxTaxes, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.04) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (AquaVenture Holdings LTD), Credit Agreement (AquaVenture Holdings LTD), Credit Agreement (AquaVenture Holdings LTD)
Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower or any other a Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this SectionSection 2.17(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.
Appears in 3 contracts
Samples: Credit Agreement (Hines Global REIT, Inc.), Assignment and Assumption (Hines Global REIT, Inc.), Assignment and Assumption (Hines Real Estate Investment Trust Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Governmental Rules. If any Applicable Law applicable Governmental Rules (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Governmental Rules and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.18(b)) the applicable Recipient Beneficiary receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Pattern Energy Group Inc.), Credit Agreement (Pattern Energy Group Inc.), Credit Agreement (Pattern Energy Group Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirements. If any Applicable Law applicable Legal Requirements (as determined in the good faith discretion of an applicable Withholding Agent) requires require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirements and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Administrative Agent or the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (New York REIT, Inc.), Credit Agreement (American Realty Capital New York Recovery Reit Inc), Loan Agreement (GTJ REIT, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party a Guarantor, as applicable, shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Rex Energy Corp), Intercreditor Agreement (Rex Energy Corp), Term Loan Credit Agreement (Northern Oil & Gas, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or Holdings hereunder or under any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Law (including FATCA). If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party and Holdings shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp), Possession Credit Agreement
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Agent, any Lender or the L/C Issuer receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Tilly's, Inc.), Credit Agreement (Tilly's, Inc.), Credit Agreement (Tilly's, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that that, after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.
Appears in 3 contracts
Samples: Credit Agreement (Copart Inc), Credit Agreement (Copart Inc), Credit Agreement (Copart Inc)
Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this SectionSection 2.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Credit Agreement (Brooks Automation Inc), Credit Agreement (Brooks Automation Inc), Credit Agreement (Shutterfly Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Requirements of Law. If any Applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by Administrative Agent or a Withholding AgentBorrower Party, then the applicable Withholding Administrative Agent or such Borrower Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 3 contracts
Samples: Loan Agreement (Healthcare Trust, Inc.), Loan Agreement (Healthcare Trust, Inc.), Loan Agreement (Healthcare Trust, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower hereunder or any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the any Borrower hereunder or any other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Valmont Industries Inc), Credit Agreement (Valmont Industries Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable a Requirement of Law. If any Applicable Requirement of Law (as determined in the good faith discretion of an applicable the Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a the Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Term Loan Agreement (Kinder Morgan, Inc.), Bridge Credit Agreement (Kinder Morgan, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the either Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentthe Administrative Agent or the Borrowers) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Administrative Agent or the Borrowers, then the applicable Withholding Administrative Agent or the Borrowers, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 7.8) the applicable Recipient recipient of such payment receives an amount equal to the sum it would have received had no such deduction or withholding been made.. (c)
Appears in 2 contracts
Samples: Intercreditor Collateral Agreement (Triton International LTD), Triton International LTD
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or any other Loan Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Law (which for purposes of this Section 3.1 shall include FATCA). If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding any Borrower or the Administrative Agent, then such Borrower or the applicable Withholding Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the such Borrower or other applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Section 3.1), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Aptargroup Inc), Credit Agreement (Aptargroup Inc)
Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from in respect of any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.15) the applicable Recipient Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Maxlinear, Inc), Credit Agreement (Maxlinear Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as provided that if any applicable withholding agent shall be required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction by applicable law to deduct or withholding of withhold any Tax Taxes from any such payment by a Withholding Agentpayments, then (i) the applicable Withholding Agent withholding agent shall be entitled to make such deduction deductions or withholdings (ii) the applicable withholding and agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable law, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction deductions or withholding has withholdings have been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.10(a)) the applicable Recipient Recipient, receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made.
Appears in 2 contracts
Samples: Credit Agreement (LivaNova PLC), Credit Agreement (LivaNova PLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor Subsidiary under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Laws. If any Applicable Law applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Laws and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party any Guarantor Subsidiary shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Parsons Corp), Term Loan Agreement (Parsons Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document to a Recipient shall be made without deduction or withholding for any Taxes, except as required by Applicable any Requirement of Law. If any Applicable Requirement of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable any Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. The applicable Recipient and each relevant Loan Party shall cooperate in completing any procedural formalities necessary for the relevant Loan Party to obtain authorization to make payments without any deduction or withholding on account of tax.
Appears in 2 contracts
Samples: Credit Agreement (Presto Automation Inc.), Credit Agreement (Presto Automation Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Company under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the Company or the Administrative Agent, as applicable (the βWithholding Agentβ)) requires the deduction or withholding of any Tax from any such payment by a the applicable Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Company shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Fortive Corp), Credit Agreement (Fortive Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Vantage Energy Inc.), Credit Agreement (Magnum Hunter Resources Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirements. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law the applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Cowen Inc.), Credit Agreement (Northern Star Investment Corp. II)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower or other applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Arthur J. Gallagher & Co.), Credit Agreement (Arthur J. Gallagher & Co.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party of its Affiliates under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an the applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto an Affected Person, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party and such Affiliate shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Receivables Financing Agreement (Deluxe Corp), Receivables Financing Agreement (Agiliti, Inc. \De)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.13) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (TXO Partners, L.P.), Credit Agreement (MorningStar Partners, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document this Agreement shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an the Borrower or any other applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentthe Borrower or such other withholding agent, then the Borrower or such other applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Bridge Credit Agreement (United Technologies Corp /De/), Term Loan Credit Agreement (United Technologies Corp /De/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Mid-America Apartments, L.P.), Credit Agreement (Mid-America Apartments, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any TaxesTaxes , except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 4.11(a)) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Loan Agreement (Omega Protein Corp), Loan Agreement (Omega Protein Corp)
Payments Free of Taxes. Any and all All payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document hereunder shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding AgentLoan Party or other applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentLoan Party, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andthe applicable law; provided that if a Loan Party shall be required to deduct or withhold any Indemnified Taxes from such payments, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable such Loan Party shall be increased as necessary so that after making such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.06(a)) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction deductions or withholding been made.
Appears in 2 contracts
Samples: Secured Seller Note Agreement (American Water Works Company, Inc.), Secured Seller Note Agreement (American Water Works Company, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentAgent to an Affected Person, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Silver Run Acquisition Corp II), Credit Agreement (Alta Mesa Resources, Inc. /DE)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Sellers under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding AgentAgent to an Affected Person, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Sellers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.), Receivables Purchase Agreement (OUTFRONT Media Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Parties under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andand subject to paragraph (i) below, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Parties shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Enstar Group LTD)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable Law, and (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Sectionsection) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Unit Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction reduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Forum Energy Technologies, Inc.), Credit Agreement (Forum Energy Technologies, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made making all required deductions (including such deductions and withholdings applicable to additional sums payable under this Section) or withholding the Administrative Agent, applicable Recipient Lender or applicable Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deduction deductions or withholding been made.
Appears in 2 contracts
Samples: Assignment and Assumption (Goldman Sachs Middle Market Lending Corp.), Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirement of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Taxing Authority in accordance with Applicable such applicable Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.20) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Credit Agreement (Kaltura Inc), Credit Agreement (Kaltura Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers or any other Loan Party either of them under any Margin Loan Document Documentation shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agentthe Lender or a Borrower) requires the deduction or withholding of any Tax from any such payment by the Lender or a Withholding AgentBorrower, then the applicable Withholding Agent Lender or such Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.14) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 2 contracts
Samples: Margin Loan Agreement (Brookfield Asset Management Inc.), Margin Loan Agreement (Brookfield Asset Management Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an 43 the Borrowers or another applicable withholding agent (each, a βWithholding Agentβ)) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law, and Borrower shall comply with the requirements set forth in this Section 2.8. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Loan and Security Agreement (SCP Private Credit Income BDC LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires require the deduction or withholding of any Tax from any such payment payments by a Withholding Agentthe withholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding deductions and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Possession Credit Agreement
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Obligor or any other Loan Party Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable any Requirement of Law. If any Applicable Requirement of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower applicable Obligor or other applicable Loan Party Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Loan and Guaranty Agreement (ArcLight Clean Transition Corp. II)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding the Borrower or the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding the Borrower or the Administrative Agent, then the applicable Withholding Agent Borrower or the Administrative Agent, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Regulatory Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.06) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Loan and Security Agreement (SmileDirectClub, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if to the extent such Tax withholding or deduction is made on account of an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings for Indemnified Taxes applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the each Borrower hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as provided that if an applicable withholding agent shall be required by Applicable Law. If applicable law to deduct or withhold any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agentpayments, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, (i) if such Tax is an Indemnified Tax, then the sum payable by the such Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction making all required deductions or withholding has been made withholdings (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction deductions or withholding withholdings been made, (ii) the applicable withholding agent shall make such deductions and (iii) such withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Sl Green Operating Partnership, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party or Non-Loan Party Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable such Loan Party or Non-Loan Party Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Credit Agreement (DFC Global Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make Execution Version such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Term Loan Agreement (Washington Real Estate Investment Trust)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of - 42 - any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Revolving Credit Agreement (Ps Business Parks Inc/Ca)
Payments Free of Taxes. Any and all payments of Obligations by or on account of any obligation of the Borrower hereunder or under any other Loan Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient Affected Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Credit Agreement (Isramco Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable any Requirement of Law. If any Applicable Requirement of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable any Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Credit Agreement (Tw Telecom Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or Holdings hereunder or under any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Law (including FATCA). If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party and Holdings shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower Borrowers or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentsuch applicable withholding agent, then the such applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Restricted Person hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable applicable Law. If any Applicable applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law andapplicable Law, and (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Restricted Person shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.17(b)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or hereunder and under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law (which, for purposes of this Section 5.04, shall include FATCA). If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority Body in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 5.04) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Credit Agreement (Keane Group, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the applicable other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) Section 2.16), the applicable Recipient receives an amount amounts received with respect to this Agreement equal to the sum it which would have been received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Credit Agreement (Tesoro Corp /New/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document hereunder shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax Taxes from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law the applicable Legal Requirement and, if such Tax is an Taxes are Indemnified TaxTaxes, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.17(a)) the applicable Recipient of such payment receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Year Revolving Credit Agreement (Diamond Offshore Drilling Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other the applicable Loan Party shall be increased as necessary so that that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Obligor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Legal Requirement. If any Applicable Law applicable Legal Requirement (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Legal Requirement and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.. 66
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an the applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party such Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 5.03(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Seller under any Loan Transaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding the Seller or the Administrative Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentto an Affected Person, then the applicable Withholding Agent Seller or the Administrative Agent, as the case may be, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) ), the applicable Recipient Affected Person receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Synchronoss Technologies Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of the Borrower or any other Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable Governmental Rules. If any Applicable Law applicable Governmental Rules (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable Governmental Rules and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.17(b)) the applicable Recipient Beneficiary receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Pattern Energy Group Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable applicable Requirements of Law. If any Applicable applicable Requirements of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable applicable Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.15) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party Guarantor under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, if such Tax is an 57 Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party a Guarantor, as applicable, shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Term Loan Credit (Rex Energy Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agentwithholding agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agentwithholding agent, then the applicable Withholding Agent withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law (as determined in the good faith discretion of the applicable withholding agent) and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.16) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Credit Agreement (Masimo Corp)
Payments Free of Taxes. Any and all payments to a Recipient by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Party under any Loan Document shall be made free and clear of and without deduction reduction or withholding for any Taxes, except as required by Applicable Lawapplicable law. If any Applicable Law applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law applicable law and, (ii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 2.15(b)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made.
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document to a Recipient shall be made without deduction or withholding for any Taxes, except as required by Applicable any Requirement of Law. If any Applicable Requirement of Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable any Requirement of Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.. The applicable Recipient and each relevant Loan Party shall cooperate in completing any procedural formalities necessary for the relevant Loan Party to obtain authorization to make payments without any deduction or withholding on account of tax. β
Appears in 1 contract
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the CHAR1\1985879v4 applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this SectionSection 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Appears in 1 contract
Samples: Credit Agreement (Mosaic Co)
