Common use of Withholding Taxes; Gross-Up Clause in Contracts

Withholding Taxes; Gross-Up. Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that net of such withholding (including withholding applicable to additional amounts payable under this Section) the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 5 contracts

Samples: Letter of Credit Agreement, Drawing Certificate (NuStar Energy L.P.), Letter of Credit Agreement (NuStar Energy L.P.)

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Withholding Taxes; Gross-Up. Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such any Loan Party shall be increased as necessary so that net of such withholding (including withholding applicable to additional amounts payable under this Section) the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 4 contracts

Samples: Credit Agreement (Kimball International Inc), Credit Agreement (Meadowbrook Insurance Group Inc), Credit Agreement (Tesco Corp)

Withholding Taxes; Gross-Up. Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that that, net of such withholding (including any withholding applicable to additional amounts payable under this Section) ), the applicable Recipient Credit Party receives the amount it would have received had no such withholding been made.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Dealertrack Technologies, Inc), Credit Agreement (DealerTrack Holdings, Inc.)

Withholding Taxes; Gross-Up. Each payment by any Loan Credit Party under any Loan Credit Document shall be made without withholding for any Taxes, unless such withholding is required by law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan any Credit Party shall be increased as necessary so that net of such withholding (including withholding applicable to additional amounts payable under this Section) the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Digitalglobe, Inc.), Credit and Guaranty Agreement (Digitalglobe, Inc.)

Withholding Taxes; Gross-Up. Each payment by any Loan Party under this Agreement or any Loan Credit Document shall be made without withholding for any Taxes, unless such withholding is required by law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such any Loan Party shall be increased as necessary so that net of such withholding (including withholding applicable to additional amounts payable under this Section) the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (P F Changs China Bistro Inc)

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Withholding Taxes; Gross-Up. Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by law. If any Withholding Agent determines, in its sole commercially reasonable discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such any Loan Party shall be increased as necessary so that net of such withholding (including withholding applicable to additional amounts payable under this Section) the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Security Agreement (Deckers Outdoor Corp)

Withholding Taxes; Gross-Up. Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding is required by law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such the applicable Loan Party shall be increased as necessary so that net of such withholding for Indemnified Taxes (including withholding for Indemnified Taxes applicable to additional amounts payable under this Section) the applicable Recipient receives the amount it would have received had no such withholding been made.

Appears in 1 contract

Samples: Credit Agreement (Idexx Laboratories Inc /De)

Withholding Taxes; Gross-Up. Each payment by any Loan Credit Party under any Loan Credit Document shall be made without withholding for any Taxes, unless such withholding is required by law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan any Credit Party shall be increased as necessary so that net of such withholding (including withholding of Indemnified Taxes applicable to additional amounts payable under this Section) the applicable Recipient receives the amount it would have received had no such withholding of Indemnified Taxes been made.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Cypress Semiconductor Corp /De/)

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