Common use of Setoff, Counterclaims and Taxes Clause in Contracts

Setoff, Counterclaims and Taxes. All payments (whether of principal, interest, fees, reimbursements or otherwise) under this Agreement shall be made by the Company without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided in Section 2.04) for any Taxes now or hereafter imposed, other than for Excluded Taxes. Except as specifically provided in Section 2.04, if the Company shall be required by applicable law to deduct or withhold from any such payment any such Taxes (other than Excluded Taxes), then the Company shall (i) notwithstanding anything to the contrary in this Agreement, deduct or withhold an amount equal to such Tax from the amounts payable under this Agreement, (ii) make such Tax payment as so required to the relevant governmental authority in accordance with applicable law, and (iii) provided that such Lender has complied with the requirements of Section 2.04, pay to the Administrative Agent for the account of such Lender, on the date of each such payment, such additional amount as may be necessary in order that the net amount received by such Lender after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.03) shall equal the amount which would have been received if such deduction or withholding were not required. The Company shall confirm that all applicable Taxes (other than Excluded Taxes), if any, imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to the appropriate taxing authorities by sending official Tax receipts or notarized copies of such receipts to the Administrative Agent within 30 calendar days after payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. Upon request of any Lender, the Administrative Agent shall forward to such Lender a copy of such official receipt or a copy of such notarized copy of such receipt or other written proof of payment.

Setoff, Counterclaims and Taxes. All payments (whether of principal, interest, fees, reimbursements or otherwise) under this Agreement shall be made by the Company without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided in Section 2.042.03) for any Taxes now or hereafter imposed, other than for Excluded Taxes. Except as specifically provided in Section 2.042.03, if the Company shall be required by applicable law to deduct or withhold from any such payment any such Taxes (other than Excluded Taxes), then the Company shall (i) notwithstanding anything to the contrary in this Agreement, deduct or withhold an amount equal to such Tax from the amounts payable under this Agreement, (ii) make such Tax payment as so required to the relevant governmental authority in accordance with applicable law, and (iii) provided that such Lender has complied with the requirements of Section 2.042.03, pay to the Administrative Agent for the account of such Lender, on the date of each such payment, such additional amount as may be necessary in order that the net amount received by such Lender after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.032.02) shall equal the amount which would have been received if such deduction or withholding were not required. The Company shall confirm that all applicable Taxes (other than Excluded Taxes), if any, imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to the appropriate taxing authorities by sending official Tax receipts or notarized copies of such receipts to the Administrative Agent within 30 calendar days after payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. Upon request of any Lender, the Administrative Agent shall forward to such Lender a copy of such official receipt or a copy of such notarized copy of such receipt or other written proof of payment.

Setoff, Counterclaims and Taxes. All payments (whether of principal, interest, fees, reimbursements or otherwise) under this Agreement shall be made by the Company without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided in Section 2.04) for any Taxes now or hereafter imposed, other than for Excluded Taxes. Except as specifically provided in Section 2.04, if the Company shall be required by applicable law to deduct or withhold from any such payment any such Taxes (other than Excluded Taxes), then the Company shall (i) notwithstanding anything to the contrary in this Agreement, deduct or withhold an amount equal to such Tax from the amounts payable under this Agreement, (ii) make such Tax payment as so required to the relevant governmental authority in accordance with applicable law, and (iii) provided that such Lender has complied with the requirements of Section 2.04, pay to the Administrative Agent for the account of such Lender, on the date of each such payment, such additional amount as may be necessary in order that the net amount received by such Lender after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.03) shall equal the amount in Dollars, or, in the case of an Alternate Currency Loan, in such Alternate Currency or its Dollar equivalent, which would have been received if such deduction or withholding were not required. The Company shall confirm that all applicable Taxes (other than Excluded Taxes), if any, imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to the appropriate taxing authorities by sending official Tax receipts or notarized copies of such receipts to the Administrative Agent within 30 calendar days after payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. Upon request of any Lender, the Administrative Agent shall forward to such Lender a copy of such official receipt or a copy of such notarized copy of such receipt or other written proof of payment.

Setoff, Counterclaims and Taxes. All payments (whether of principal, interest, fees, reimbursements or otherwise) under this Agreement shall be made by the Company without setoff or counterclaim and shall be made free and clear of and without deduction (except as specifically provided contemplated in Section 2.042.03 below) for any Taxes present or future tax, levy, impost, or other charge, of any nature whatsoever now or hereafter imposedimposed by any governmental authority (including withholdings of United States taxes, other than for Excluded Taxessubject to compliance by such payment's recipient with Section 2.03). Except as specifically provided in Section 2.042.03 below, if the Company shall be required making of such payments is prohibited by applicable law to deduct unless such tax, levy, impost, or withhold from any such payment any such Taxes (other than Excluded Taxes)charge is deducted or withheld therefrom, then the Company shall (i) notwithstanding anything to the contrary in this Agreement, be entitled to deduct or withhold an amount equal to such Tax tax, levy, impost or other charge from the amounts payable under this Agreement, (ii) Agreement and make such Tax payment tax payments as so required to the relevant governmental authority in accordance with applicable lawrequired, and (iiiii) provided that such Lender Bank has complied with the requirements of Section 2.042.03, pay to the Administrative Agent for the account of such Lendereach Bank, on the date of each such payment, such additional amount amounts as may be necessary in order that the net amount amounts received by such Lender Bank after such deduction or withholding (including any deduction or withholding applicable to additional amounts payable under this Section 2.03) shall equal the amount amounts in Dollars which would have been received if such deduction or withholding were not required. The Company shall confirm that all any applicable Taxes (other than Excluded Taxes), if any, taxes imposed on this Agreement or transactions hereunder shall have been properly and legally paid by it to the appropriate taxing authorities by sending official Tax tax receipts or notarized copies of such receipts (if receipts are issued therefor) to the Administrative Agent within 30 calendar days after receipt of request from the Administrative Agent regarding payment of any applicable Tax, to the extent such receipts are issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agenttax. Upon request of any LenderBank, the Administrative Agent shall forward to such Lender Bank a copy of such official receipt or a copy of such notarized copy of such receipt or other written proof of paymentreceipt.