Common use of Taxes Clause in Contracts

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 77 contracts

Samples: Credit Agreement (Advance Auto Parts Inc), The Credit Agreement (Advance Auto Parts Inc), Credit Agreement (St John Knits International Inc)

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Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 34 contracts

Samples: Revolving Credit and Term Loan Agreement (Aaron's Inc), Revolving Credit Agreement (Deltic Timber Corp), Revolving Credit Agreement (Landamerica Financial Group Inc)

Taxes. (a) Any and all payments by or on account of any obligation Borrower in respect of the Borrower any Obligation hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 AgentAgent or the applicable Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 28 contracts

Samples: Credit Agreement (Automatic Data Processing Inc), Credit Agreement (Automatic Data Processing Inc), Credit Agreement (Automatic Data Processing Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of of, and without deduction for for, any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 14 contracts

Samples: Credit Agreement (Idearc Inc.), Credit Agreement (Dex Media East LLC), Credit Agreement (Hawaiian Telcom Communications, Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 14 contracts

Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall shall, except to the extent required by law, be made free and clear of and without deduction for any Tax Deduction; provided that, if any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be are required to deduct any Indemnified Taxes or Other Taxes be deducted from such payments, then (i) the sum payable by the Borrower or other Loan Party shall be increased as necessary so that after making all required deductions deductions, (including deductions applicable to additional sums payable under this SectionSection 2.20) the Administrative Agent, Agent and each Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Administrative Agent or such Loan Party shall make such deductions Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law and (iii) the Borrower Administrative Agent or such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 11 contracts

Samples: Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.19) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 10 contracts

Samples: Pledge Agreement (Heico Corp), Revolving Credit Agreement (Watsco Inc), Revolving Credit Agreement (Ram Energy Resources Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.20) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 10 contracts

Samples: Revolving Credit Agreement (Newmarket Corp), Subsidiary Guaranty Agreement (Newmarket Corp), And Term Loan Agreement (Bristow Group Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Senior Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 9 contracts

Samples: Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.18) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 9 contracts

Samples: Revolving Credit Agreement (Northern Border Pipeline Co), Revolving Credit Agreement (NGP Capital Resources CO), Revolving Credit Agreement (Scripps E W Co /De)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.21) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 9 contracts

Samples: Revolving Credit Agreement (JTH Holding, Inc.), Pledge Agreement (Strayer Education Inc), Revolving Credit and Term Loan Agreement (Easylink Services International Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.17) the Administrative Agent, Lender or Issuing Bank (as the case may beapplicable) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 8 contracts

Samples: Credit Agreement (Select Medical Corp), Credit Agreement (Ameripath Inc), Credit Agreement (Select Medical Holdings Corp)

Taxes. (a) Any Except as required by applicable law, any and all payments by or on account of with respect to any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 any Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 7 contracts

Samples: Amendment and Restatement Agreement (Windstream Corp), Credit Agreement (Windstream Corp), Credit Agreement (Windstream Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided PROVIDED that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 7 contracts

Samples: Credit Agreement (Endo Pharmaceuticals Holdings Inc), Credit Agreement (Huntsman Packaging Corp), Credit Agreement (Tucson Electric Power Co)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, except as required by applicable law; provided that if a Loan Party or the Borrower Administrative Agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable by such Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.17) the Administrative Agent, any Lender or any Issuing Bank (Bank, as the case may be) applicable, receives an amount equal to the sum amount it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 7 contracts

Samples: Revolving Credit Agreement (AZEK Co Inc.), Revolving Credit Agreement (CPG Newco LLC), Revolving Credit Agreement (CPG Newco LLC)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document Documents shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower a Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, any Lender or any Issuing Bank (Bank, as the case may be) applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 6 contracts

Samples: Credit Agreement (Hexion Specialty Chemicals, Inc.), Intercreditor Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Company hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Company shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, 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, the Paying Agent, any Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Company shall make such deductions and (iii) the Borrower Company shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 5 contracts

Samples: Credit Agreement (Polyone Corp), Credit Agreement (Sherwin Williams Co), Five Year Credit Agreement (Sherwin Williams Co)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Financing Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 5 contracts

Samples: Credit Agreement (Phillips Van Heusen Corp /De/), Credit Agreement (Phillips Van Heusen Corp /De/), Credit Agreement (Phillips Van Heusen Corp /De/)

Taxes. (a1) Any and all payments If the Borrower, the Agent, or any Lender is required by Applicable Law to deduct or pay any Indemnified Taxes (including any Other Taxes) in respect of any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such paymentsDocument, then (i) the sum payable shall be increased by the Borrower when payable as necessary so that after making or allowing for all required deductions and payments (including deductions and payments applicable to additional sums payable under this Section) the Administrative AgentAgent or Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or payments been maderequired, (ii) the Borrower shall make any such deductions required to be made by it under Applicable Law and (iii) the Borrower shall timely pay the full amount required to be deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 5 contracts

Samples: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp), Ninth Amending Agreement (Iamgold Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 5 contracts

Samples: Credit Agreement (Jo-Ann Stores Inc), Exit Credit Agreement (Footstar Inc), Credit Agreement (Petsmart Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any the other Loan Document Documents shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 4 contracts

Samples: Credit Agreement (WMS Industries Inc /De/), Credit Agreement (WMS Industries Inc /De/), Credit Agreement (WMS Industries Inc /De/)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of of, and without deduction for for, any Indemnified Taxes or Other Taxes; provided that if the Borrower applicable withholding agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, 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, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable withholding agent shall make such deductions and (iii) the Borrower applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 4 contracts

Samples: Credit Agreement (Dex Media, Inc.), Credit Agreement (Dex Media, Inc.), Loan Agreement (Supermedia Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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) each of the Administrative Agent, Lender or the Issuing Bank or the applicable 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 Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 4 contracts

Samples: Credit Agreement (A. H. Belo CORP), Amendment and Restatement Agreement (Belo Corp), Credit Facility Agreement (Belo Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 4 contracts

Samples: Credit Agreement (Pliant Corp), Credit Agreement (Pliant Corp), Five Year Credit Agreement (Bowne & Co Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 4 contracts

Samples: Credit Agreement (Allscripts Healthcare Solutions Inc), Credit Agreement (Allscripts Healthcare Solutions Inc), Credit Agreement (Mac-Gray Corp)

Taxes. (a) Any and all payments If any Obligor, the Agent, or any Lender is required by Applicable Law to deduct or pay any Indemnified Taxes (including any Other Taxes) in respect of any payment by or on account of any obligation of the Borrower an Obligor hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such paymentsDocument, then (i) the sum payable shall be increased by that Obligor when payable as necessary so that after making or allowing for all required deductions and payments (including deductions and payments applicable to additional sums payable under this Section) the Administrative AgentAgent or Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or payments been maderequired, (ii) the Borrower Obligor shall make any such deductions required to be made by it under Applicable Law and (iii) the Borrower Obligor shall timely pay the full amount required to be deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 4 contracts

Samples: Credit Agreement (HudBay Minerals Inc.), Assignment and Assumption (HudBay Minerals Inc.), Assignment and Assumption (HudBay Minerals Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions for Indemnified Taxes (including any such deductions applicable to additional sums payable under this SectionSection 2.16(a)) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 4 contracts

Samples: Credit Agreement (American Axle & Manufacturing Holdings Inc), Credit Agreement (American Axle & Manufacturing Holdings Inc), Credit Agreement (American Axle & Manufacturing Holdings Inc)

Taxes. (a1) Any and all payments If any Obligor, the Agent, or any Lender is required by Applicable Law to deduct or pay any Indemnified Taxes (including any Other Taxes) in respect of any payment by or on account of any obligation of the Borrower an Obligor hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such paymentsDocument, then (i) the sum payable shall be increased by that Obligor when payable as necessary so that after making or allowing for all required deductions and payments (including deductions and payments applicable to additional sums payable under this Section) the Administrative AgentAgent or Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or payments been maderequired, (ii) the Borrower Obligor shall make any such deductions required to be made by it under Applicable Law and (iii) the Borrower Obligor shall timely pay the full amount required to be deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 4 contracts

Samples: Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp), Credit Agreement (Iamgold Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower a Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower any Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, each Lender or and each Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Tyson Foods Inc), Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower applicable Withholding Agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable by the Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.16) the Administrative Agent, Lender Lender, or Issuing Bank Banks (or any other recipient, as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable Withholding Agent shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Newfield Exploration Co /De/), Credit Agreement (Newfield Exploration Co /De/), Credit Agreement (Newfield Exploration Co /De/)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Credit Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender Lenders or Issuing Bank Letter of Credit Issuer (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 Borrower shall make such deductions and (iii) the applicable Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc), Credit Agreement (Compass Minerals International Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (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 Borrower shall make such deductions and (iii) the applicable Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Smith International Inc), Credit Agreement (Smith International Inc), Credit Agreement (Smith International Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Guarantee Agreement (Hess Midstream Partners LP), Assignment and Acceptance (Hess Midstream Partners LP), Assignment and Acceptance (Hess Midstream Partners LP)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.18) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Blockbuster Inc), Credit Agreement (Blockbuster Inc), Credit Agreement (Blockbuster Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the such Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section) ), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 3 contracts

Samples: Credit Agreement (Great Atlantic & Pacific Tea Co Inc), Credit Agreement (Great Atlantic & Pacific Tea Co Inc), Credit Agreement (Great Atlantic & Pacific Tea Co Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided , PROVIDED that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Acs Infosource Inc), Credit Agreement (Lamonts Apparel Inc), Credit Agreement (Shiloh Industries Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co), Credit Agreement (Imc Global Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under the Notes or any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower any Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Agent or any Lender or Issuing Bank Party (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.20) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Revolving Credit and Term Loan Agreement (PRGX Global, Inc.), Revolving Credit and Term Loan Agreement (PRGX Global, Inc.), Revolving Credit Agreement (PRGX Global, Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Crane Co /De/), Credit Agreement (Crane Co /De/), Credit Agreement (Crane Co /De/)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Company hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Company shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions of Indemnified Taxes or Other Taxes (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Company shall make such deductions and (iii) the Borrower Company shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: 364 Day Credit Agreement (Kellogg Co), 364 Day Credit Agreement (Kellogg Co), Bridge Credit Agreement (Kellogg Co)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower a Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Loan Party shall make such deductions and (iii) the Borrower Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Labone Inc/), Credit Agreement (Labone Inc/), Credit Agreement (Labone Inc/)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (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 Borrower shall make such deductions and (iii) the applicable Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes or (including any Other Taxes Taxes) from such payments, 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 SectionSection 2.14) the Administrative AgentAgent or Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Day Revolving Credit Agreement (Oracle Corp), Day Revolving Credit Agreement (Oracle Corp), Year Revolving Credit Agreement (Oracle Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes and all present or Other future taxes, levies, imposts, duties, assessments, fees, deductions, charges or withholdings, and all interest, penalties, additions to tax and other liabilities with respect thereto (all such amounts, "Taxes; provided that if the Borrower "), except as required by applicable law. If any Loan Party shall be required to deduct or withhold any Indemnified Taxes or Other Taxes from any such payments, then payment (i) if such tax is an Indemnified Tax, the sum payable shall be increased as by the amount (an "Additional Amount") necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this SectionSection 2.09) the Administrative such Agent, such Lender or Issuing Bank the L/C Issuer (as the case may beor such Transferee) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Financing Agreement (Motorcar Parts America Inc), Financing Agreement (Motorcar Parts America Inc), Financing Agreement (Motorcar Parts America Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Topps Co Inc), Credit Agreement (Topps Co Inc), Credit Agreement (Topps Co Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower and each Additional Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or such Additional Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender Agent or Issuing the applicable Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Additional Borrower shall make such deductions and (iii) the Borrower or such Additional Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Ingersoll-Rand PLC), Credit Agreement (Ingersoll-Rand PLC), Credit Agreement (Ingersoll-Rand PLC)

Taxes. (a1) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.10) the Administrative Agent, Lender or Issuing Bank 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 Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Macerich Co), Credit Agreement (Macerich Co), Credit Agreement (Macerich Co)

Taxes. (a) Any and all payments by or on account of any obligation of any Borrower under the Borrower hereunder or under any other Loan Document Documents shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided PROVIDED that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Cummins Inc), Credit Agreement (Sunbeam Corp/Fl/), Security Agreement (Cummins Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes or (including any Other Taxes Taxes) from such payments, 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 SectionSection 2.12) the Administrative AgentAgent or Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Day Term Loan Agreement (Oracle Corp /De/), Day Term Loan Agreement (Oracle Corp /De/), Day Term Loan Agreement (Oracle Corp /De/)

Taxes. (a) Any and all payments by or on account of any obligation of the each Borrower hereunder or under any other Loan Document relating to the Advances shall be made made, in accordance with Section 2.13, free and clear of and without deduction for any Indemnified and all Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any such Taxes or Other Taxes; provided that if from any such payment by an Agent, then the Borrower applicable Agent shall be required entitled to deduct any make such deduction or withholding and shall timely pay the amount deducted or withheld to the relevant governmental authority in accordance with applicable law, and if such Tax is an Indemnified Taxes or Other Taxes from such paymentsTax, then (i) the sum payable by the applicable Borrower shall be increased as may be necessary so that after making all required deductions or withholding (including deductions or withholding applicable to additional sums payable under this SectionSection 2.14) the Administrative Agent, such Lender or Issuing Bank the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Hershey Co), Credit Agreement (Hershey Co)

Taxes. (a) Any and all payments by or on account of any obligation of the either Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the either Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Freeport McMoran Copper & Gold Inc), Credit Agreement (Freeport McMoran Copper & Gold Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Healthtronics, Inc.), Credit Agreement (Healthtronics, Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionIndemnified Taxes and Other Taxes) the Administrative Agent, Agent or any Lender or Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Fortegra Financial Corp), Revolving Credit Agreement (Fortegra Financial Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower applicable Withholding Agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, each Lender or each Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable Withholding Agent shall make such deductions and (iii) the Borrower applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (CSX Corp), Credit Agreement (CSX Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that but if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc)

Taxes. (aA) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions for Indemnified Taxes (including any such deductions applicable to additional sums payable under this SectionSection 2.16(a)) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (American Axle & Manufacturing Holdings Inc), Credit Agreement (American Axle & Manufacturing Holdings Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions for such Indemnified Taxes or Other Taxes (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.

Appears in 2 contracts

Samples: Credit Agreement (FMC Technologies Inc), 364 Day Credit Agreement (FMC Technologies Inc)

Taxes. (a1) Any and all payments If any Obligor, the Agent, or any Lender is required by Applicable Law to deduct or pay any Indemnified Taxes (including any Other Taxes) in respect of any payment by or on account of any obligation of the Borrower hereunder or an Obligor under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such paymentsDocument, then (i) the sum payable shall be increased by that Obligor when payable as necessary so that after making or allowing for all required deductions and payments (including deductions and payments applicable to additional sums payable under this Section) the Administrative AgentAgent or Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions or payments been maderequired, (ii) the Borrower Obligor shall make such any deductions required to be made by it under Applicable Law and (iii) the Borrower Obligor shall timely pay the full amount required to be deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 2 contracts

Samples: Credit Agreement (Waste Management Inc), sec.report

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Georgia Gulf Corp /De/), Credit Agreement (Alliant Techsystems Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or each Loan Party under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower unless required by applicable Laws. If any applicable withholding agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions have been made (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable withholding agent shall make such deductions and (iii) the Borrower applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Mylan Inc.), Credit Agreement (Mylan Inc.)

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Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.21) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Delek US Holdings, Inc.), Revolving Credit Agreement (Delek US Holdings, Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 relevant Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Land O Lakes Inc), Credit Agreement (Land O Lakes Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other TaxesTaxes (including interest, charges, penalties and expenses in connection therewith); provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Valspar Corp), Revolving Credit Agreement (Valspar Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the a Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (CHG Healthcare Services, Inc.), Credit Agreement (Bergen Brunswig Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the either Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided PROVIDED that if the either Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (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 Borrower shall make such deductions and (iii) the applicable Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Boise Cascade Holdings, L.L.C.), Credit Agreement (Boise Cascade Holdings, L.L.C.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, a Lender or an Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: And Restatement Agreement (Interline Brands, Inc./De), Credit Agreement (Interline Brands, Inc./De)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxesexcept as required by applicable law; provided that if any of the Borrower Loan Parties shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (Bank, as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Horizon Lines, Inc.), Credit Agreement (Horizon Lines, Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions for Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this Section) the Administrative Agent, Agents or such Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions deductions, and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 2 contracts

Samples: Credit Agreement (Wet Seal Inc), Credit Agreement (Marsh Supermarkets Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, however, that if the Borrower a Loan Party shall be required by applicable law to deduct or withhold any Indemnified Taxes or Other Taxes from such payments, then (i) the applicable Loan Party shall withhold or make such deductions as are required, (ii) the applicable Loan Party shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and (iii) to the extent that such withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.20) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.), Revolving Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.)

Taxes. (a) Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes; , provided that that, if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes or (including any Other Taxes Taxes) from such payments, then 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 AgentSection 4.09(a)), Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, ; (ii) the Borrower shall make such deductions deductions; and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit and Security Agreement (LIVE VENTURES Inc), Credit and Security Agreement (Singing Machine Co Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 ABL Administrative Agent, a Lender or an Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp), Senior Secured Credit Agreement (Orchard Supply Hardware Stores Corp)

Taxes. (a) Any and all payments by or on account of or in lieu of any obligation of the Borrower Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Borrowers shall be required to deduct or withhold any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions or withholdings and (iii) the Borrower Loan Parties shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Core-Mark Holding Company, Inc.), Assignment and Assumption (Core-Mark Holding Company, Inc.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable or attributable to additional sums payable under this Section) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Contribution Agreement (Dollar General Corp), Revolving Credit Agreement (Dollar General Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or a Guarantor hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or a Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Guarantor, as the case may be, shall make such deductions and (iii) the Borrower or such Guarantor, as the case may be, shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Seagram Co LTD, Seagram Co LTD

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender Lenders or Issuing Bank Banks (as the case may be) each receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Dillards Inc), Credit Agreement (Dillards Inc)

Taxes. (a) Payments Free of Taxes. Any and all payments by or on account of ---------------------- any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the -------- Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (First American Financial Corp), Credit Agreement (First American Financial Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.15 (a)) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Fort Howard Corp), Credit Agreement (Fort James Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or the applicable Issuing Bank or the applicable 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 such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Valspar Corp), Credit Agreement (Valspar Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if unless required by law. If the Borrower shall be required by law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) in the case of Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions for Indemnified Taxes (including deductions applicable to additional sums payable under this SectionSection 2.16) the Administrative Agent, Lender the Security Trustee or Issuing Bank (any Lender, as the case may be) receives , shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all such deductions of Taxes and (iii) the Borrower shall pay the full amount of Taxes deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Bristow Group Inc), Term Loan Credit Agreement (Bristow Group Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes or (including any Other Taxes Taxes) from such payments, 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 SectionSection 2.13) the Administrative AgentAgent or Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Day Revolving Credit Agreement (Oracle Corp /De/), Day Revolving Credit Agreement (Oracle Corp /De/)

Taxes. (a) 2.16.1 Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes; , provided that if the Borrower Borrowers shall be required by applicable law to deduct any Indemnified Taxes or (including any Other Taxes Taxes) from such payments, 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) ), Agent or the Administrative Agentapplicable Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Revolving Credit Loan Agreement (Orleans Homebuilders Inc), Revolving Credit Loan Agreement (Orleans Homebuilders Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or each Loan Party under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower unless required by applicable Laws. If any applicable withholding agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions have been made (including deductions applicable to additional sums payable under this SectionSection 2.16) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable withholding agent shall make such deductions and (iii) the Borrower applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Dole Food Co Inc), Assignment and Assumption (Dole Food Co Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the relevant Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section) ), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the relevant Borrower shall make such deductions and (iii) the relevant Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 2 contracts

Samples: Pledge Agreement (Great Atlantic & Pacific Tea Co Inc), Credit Agreement

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.20) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.

Appears in 2 contracts

Samples: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.17) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Symbol Technologies Inc), Credit Agreement (Symbol Technologies Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 AgentAgents, any Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions deductions, and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 2 contracts

Samples: Credit Agreement (Gamestop Corp), Credit Agreement (Circuit City Stores Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under (including, without limitation, payments made by any other Loan Document Guarantors) shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Agent and each Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Loan Agreement (Global Payments Inc), Loan Agreement (Global Payments Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrower a Loan Party or other applicable withholding agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable by any Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative AgentAgent or any Lender, Lender or Issuing Bank (as the case may be) applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable withholding agent shall make such deductions and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 2 contracts

Samples: Loan Agreement (Tuesday Morning Corp/De), Franchise Group, Inc.

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Applicable Agent or the applicable Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Valspar Corp), Credit Agreement (Valspar Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided PROVIDED that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Georgia Gulf Corp /De/)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, except as required by applicable law; provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no deductions of such deductions Indemnified Taxes or Other Taxes been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Five Year Credit Agreement (Gatx Corp), Credit Agreement (Gatx Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or the Guarantor hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or the Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or the Guarantor shall make such deductions and (iii) the Borrower or the Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit and Guarantee Agreement (Block Financial Corp), Credit and Guarantee Agreement (Block Financial Corp)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if unless such deduction is required by applicable law. If the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, 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, Lender or Issuing Bank 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 Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Blackstone Group L.P.), Credit Agreement (Blackstone Group L.P.)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 AgentAgents, such Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions deductions, and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 2 contracts

Samples: Credit Agreement (Tweeter Home Entertainment Group Inc), Credit Agreement (Tweeter Home Entertainment Group Inc)

Taxes. (ai) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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 SectionSection 2.9) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Loan and Security Agreement (Strategic Hotels & Resorts, Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, however, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Mosaic Crop Nutrition, LLC), Credit Agreement (Topps Co Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or any Loan Party under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower or Additional Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or Additional Borrower shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawlaw in connection with their respective Loans.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Nasdaq Stock Market Inc), Term Loan Credit Agreement (Nasdaq Stock Market Inc)

Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, unless otherwise required by law; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions on account of Indemnified Taxes or Other Taxes been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Stepan Co), Credit Agreement (Stepan Co)

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