Common use of Taxes; Net Payments Clause in Contracts

Taxes; Net Payments. (a) All payments by or on account of the Borrowers under any Loan Document to the Bank shall be made free and clear of, and without any deduction or withholding for or on account of, any and all present or future Indemnified Taxes or Other Taxes, provided that if any Borrower or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding in respect of such Indemnified Tax or Other Tax from any amount required to be paid by the Borrowers to the Bank under any Loan Document (each, a "Required Payment"), then (i) the Borrowers shall notify the Bank of any such requirement or any change in any such requirement as soon as the Borrowers become aware thereof, (ii) the Borrowers shall pay such Indemnified Tax or Other Tax prior to the date on which penalties attach thereto, such payment to be made (to the extent that the liability to pay is imposed on any Borrower) for its own account or (to the extent that the liability to pay is imposed on the Bank) on behalf and in the name of the Bank, (iii) the Borrowers shall pay to the Bank an additional amount such that the Bank shall receive on the due date therefor an amount equal to the Required Payment had no such deduction or withholding been made or required, and (iv) the Borrowers shall, within 30 days after paying such Indemnified Tax or Other Tax, deliver to the Bank satisfactory evidence of such payment to the relevant Governmental Authority.

Appears in 2 contracts

Samples: Second Term Loan Agreement (ONE Group Hospitality, Inc.), Security Agreement (COMMITTED CAPITAL ACQUISITION Corp)

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Taxes; Net Payments. (a) All payments by or on account of the Borrowers under any the Loan Document to the Bank shall be made free and clear of, and without any deduction or withholding for or on account of, any and all present or future Indemnified Taxes or Other Taxes, provided that if any Borrower or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding in respect of such Indemnified Tax or Other Tax from any amount required to be paid by the Borrowers to the Bank under any the Loan Document (each, a "Required Payment"), then (i) the Borrowers shall notify the Bank of any such requirement or any change in any such requirement as soon as the Borrowers become aware thereof, (ii) the Borrowers shall pay such Indemnified Tax or Other Tax prior to the date on which penalties attach thereto, such payment to be made (to the extent that the liability to pay is imposed on any Borrower) for its own account or (to the extent that the liability to pay is imposed on the Bank) on behalf and in the name of the Bank, (iii) the Borrowers shall pay to the Bank an additional amount such that the Bank shall receive on the due date therefor an amount equal to the Required Payment had no such deduction or withholding been made or required, and (iv) the Borrowers shall, within 30 days after paying such Indemnified Tax or Other Tax, deliver to the Bank satisfactory evidence of such payment to the relevant Governmental Authority.

Appears in 2 contracts

Samples: Security Agreement (ONE Group Hospitality, Inc.), Security Agreement (ONE Group Hospitality, Inc.)

Taxes; Net Payments. (a) All Any and all payments by the Borrower hereunder, whether of principal, interest, fees, expenses or on account of the Borrowers under any Loan Document to the Bank otherwise, shall be made paid in full, free and clear of, of and without any deduction or withholding for or on account of, any and all present or future Indemnified Taxes or Other Taxeswith respect thereto, provided that if excluding any Borrower Taxes imposed on the income of the Bank or any other successor or assign thereof, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which the Bank or any such successor or assign or any of their respective lending offices is organized or located or any political subdivision thereof; provided, however, that (i) except as otherwise provided in paragraph 10.6, the obligation of the Borrower under this paragraph 2.13 shall not extend to any Person is that purchases a participation interest in any Loan and (ii) under no circumstances shall the obligation of the Borrower under this paragraph 2.13 to any successor or assignee exceed the amounts for which it would be liable but for such succession or assignment. If the Borrower shall be required by law to deduct any law, rule, regulation, order, directive, treaty Taxes from or guideline to make any deduction or withholding in respect of any such Indemnified Tax or Other Tax from any amount required to be paid by the Borrowers sum payable hereunder to the Bank under any Loan Document (eachBank, a "Required Payment"), then (i) the Borrowers shall notify the Bank of any such requirement or any change in any such requirement as soon as the Borrowers become aware thereof, (ii) the Borrowers shall pay such Indemnified Tax or Other Tax prior to the date on which penalties attach thereto, such payment to be made (to the extent that the liability to pay is imposed on any Borrower) for its own account or (to the extent that the liability to pay is imposed on the Bank) on behalf and in the name of the Bank, (iii) the Borrowers shall pay sum payable to the Bank an additional amount such hereunder shall be increased as may be necessary so that after making all required deductions the Bank shall receive on the due date therefor receives an amount equal to the Required Payment sum it would have received had no such deductions been made, (ii) subject to clause (i) above, the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. In the event that any such deduction or withholding been made can be reduced or requirednullified as a result of the application of any relevant double taxation convention, and (iv) the Borrowers shallBank will, within 30 days after paying such Indemnified Tax or Other Taxat the expense of the Borrower, deliver cooperate with the Borrower, to the Bank satisfactory evidence of such payment extent reasonable, in making application to the relevant Governmental Authoritytaxing authorities seeking to obtain such reduction or nullification, provided, however, that the Bank shall have no obligation to engage in litigation with respect thereto.

Appears in 2 contracts

Samples: Credit Agreement (Merrill Lynch Senior Floating Rate Fund Ii Inc), Credit Agreement (Merrill Lynch Sr Float Rate Fd)

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Taxes; Net Payments. (a) All payments by or on account of the Borrowers Borrower under any Loan Document to the Bank Lender shall be made free and clear of, and without any deduction or withholding for or on account of, any and all present or future Indemnified Taxes or Other Taxes, provided that except if any required by applicable law, rule, regulation, order, directive, treaty or guideline. If the Borrower or any other Person is required by any law, rule, regulation, order, directive, treaty or guideline to make any deduction or withholding in respect of such Indemnified Tax or Other any Tax from any amount required to be paid by the Borrowers Borrower to the Bank Lender under any Loan Document (each, a "β€œRequired Payment"”), then (i) the Borrowers Borrower shall notify the Bank Lender of any such requirement or any change in any such requirement as soon as the Borrowers become Borrower becomes aware thereof, (ii) the Borrowers Borrower shall be entitled to make such deduction or withholding and shall pay such Indemnified Tax or Other Tax to the relevant Governmental Authority prior to the date on which penalties attach thereto, such payment to be made (to the extent that the liability to pay is imposed on any the Borrower) for its own account or (to the extent that the liability to pay is imposed on the BankLender) on behalf and in the name of the BankLender, (iii) if such Tax is an Indemnified Tax or Other Tax, the Borrowers Borrower shall pay to the Bank Lender an additional amount such that the Bank Lender shall receive on the due date therefor an amount equal to the Required Payment had no such deduction or withholding been made or required, and (iv) the Borrowers Borrower shall, within 30 days after paying such Indemnified Tax or Other Tax, deliver to the Bank Lender satisfactory evidence of such payment to the relevant Governmental Authority.

Appears in 1 contract

Samples: Credit Agreement (XpresSpa Group, Inc.)

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