Common use of Payments Free of Taxes Clause in Contracts

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

Appears in 20 contracts

Samples: Credit Agreement (CNL Healthcare Properties, Inc.), Credit Agreement (CNL Healthcare Properties, Inc.), Credit Agreement (Cogdell Spencer Inc.)

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

Appears in 13 contracts

Samples: Credit Agreement (Jacobs Entertainment Inc), Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)

Payments Free of Taxes. 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 reduction deduction or withholding for any taxes, except as required by applicable law; provided that if the Borrower shall be required to deduct or withhold any Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (i) the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section), Section 2.16) the Administrative Agent, Lender or L/C Issuer, Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions, deductions or withholdings and (iii) the Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

Appears in 13 contracts

Samples: Senior Secured Credit Agreement (BlackRock Private Credit Fund), Credit Agreement (Blue Owl Credit Income Corp.), Senior Secured Credit Agreement (Blue Owl Capital Corp II)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other 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 Agent, Lender or L/C 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 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 lawApplicable Law.

Appears in 12 contracts

Samples: Credit Agreement (Powersecure International, Inc.), Credit Agreement (Powersecure International, Inc.), Credit Agreement (Powersecure International, Inc.)

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

Appears in 9 contracts

Samples: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP), Credit Agreement (SFBC International Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law Legal Requirement to deduct any Indemnified Taxes (including any Other 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 Agent, Lender or L/C IssuerIssuing 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, deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLegal Requirement.

Appears in 7 contracts

Samples: Credit Agreement (Abraxas Petroleum Corp), Credit Agreement (Abraxas Petroleum Corp), Credit Agreement (Abraxas Petroleum Corp)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower or Holdings hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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 Agent, any Lender or the L/C 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 Borrower or Holdings, as the case may be, shall make such deductions, deductions and (iii) the Borrower or Holdings, as the case may be, shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 5 contracts

Samples: Credit Agreement (Infrasource Services Inc), Credit Agreement (Smart Balance, Inc.), Credit Agreement (Cenveo, Inc)

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

Appears in 4 contracts

Samples: Credit Agreement (Carmax Inc), Credit Agreement (Carmax Inc), Credit Agreement (Sonic Automotive Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other 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 Agent, each Lender or L/C Issuerthe 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 lawApplicable Law.

Appears in 4 contracts

Samples: Credit Agreement (National Health Investors Inc), Credit Agreement (National Health Investors Inc), Credit Agreement (National Health Investors Inc)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if Borrower the applicable Withholding Agent shall be required by any applicable law to deduct any Indemnified Taxes (including any or Other Taxes) Taxes from such payments, then, then (i) the sum payable shall be increased by the Borrower or any Guarantor as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 5.03), the Administrative Agent, Lender or L/C Issuer, 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) Borrower the applicable Withholding Agent shall make such deductions, deductions and (iii) Borrower the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 4 contracts

Samples: Credit Agreement (Chord Energy Corp), Credit Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the Borrowers hereunder or under any other Loan Document shall be made free and clear of of, and without reduction or withholding for for, any Indemnified Taxes or Other Taxes, provided that that, if Borrower the Borrowers shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (i) the sum payable shall be increased as necessary so that that, after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 3.01), the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower the Borrowers shall make such deductions, deductions and (iii) Borrower the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 4 contracts

Samples: Credit Agreement (Cost Plus Inc/Ca/), Credit Agreement (Rue21, Inc.), Credit Agreement (Rue21, Inc.)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the Credit Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if Borrower any Credit Party or the Administrative Agent shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (i) the sum payable by the applicable Credit Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender ) the Administrative Agent or L/C Issuerthe 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, deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 4 contracts

Samples: Term Loan Agreement (Owens Corning), Term Loan Agreement (Owens Corning), Term Loan Agreement (Owens Corning)

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

Appears in 3 contracts

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

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower or Cross UK hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower or Cross UK shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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 Agent, Lender or Lender, the L/C IssuerIssuer or the UK 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 or Cross UK shall make such deductions, deductions and (iii) the Borrower or Cross UK shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Cross a T Co), Credit Agreement (Cross a T Co), Credit Agreement (Cross a T Co)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that that, if Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any 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 3.01), Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, ; (ii) Borrower shall make such deductions, ; and (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Ciber Inc), Credit Agreement (Ciber Inc), Credit Agreement (Titan Machinery Inc.)

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

Appears in 3 contracts

Samples: Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.)

Payments Free of Taxes. Any and all payments by Borrower to or on account behalf of any obligation of Borrower Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any or Other Taxes) Taxes are required to be withheld or deducted from such paymentspayments (as reasonably determined in good faith by the applicable withholding agent), then, then (i) 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 Section), after payment of all Indemnified Taxes) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, made and (ii) Borrower if a Loan Party is the withholding agent, it shall make such deductions, deductions and (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)

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

Appears in 3 contracts

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

Payments Free of Taxes. 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 reduction or withholding deduction for any Taxes, except as required by applicable law (as determined in the good faith discretion of an applicable withholding agent); provided that if the Borrower shall be required to deduct any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any 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), Agent, Section 2.16) the Administrative Agent or applicable Lender or L/C 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 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 3 contracts

Samples: Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement (Crescent Capital BDC, Inc.), Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.), Revolving Credit Agreement (Crescent Capital BDC, Inc.)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by any applicable law Requirements of Law to deduct any Indemnified Taxes (including any Other 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 Agent, Lender or L/C IssuerIssuing 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 lawRequirements of Law.

Appears in 3 contracts

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

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the respective Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the applicable Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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), Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 3 contracts

Samples: Credit Agreement (Watts Water Technologies Inc), Credit Agreement (Watts Water Technologies Inc), Credit Agreement (Watts Water Technologies Inc)

Payments Free of Taxes. Any Except as required by applicable Law, 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law Law to deduct any Indemnified Taxes (including any Other 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 Agent, Lender or L/C 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 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 lawLaw.

Appears in 2 contracts

Samples: Bridge Credit Agreement (U S Restaurant Properties Inc), Credit Agreement (Trustreet Properties Inc)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall shall, except as may be required by Law, be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law Law to deduct any Indemnified Taxes (including any Other 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 Agent, Lender or L/C 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 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 lawLaw.

Appears in 2 contracts

Samples: Credit Agreement (Darden Restaurants Inc), Credit Agreement (Darden Restaurants Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by any applicable law Requirements of Law to deduct any Indemnified Taxes (including any Other 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), Agent, Lender ) the Administrative Agent or L/C IssuerLender, 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 lawRequirements of Law.

Appears in 2 contracts

Samples: Loan Agreement (Mattress Firm Holding Corp.), Loan Agreement (Mattress Firm Holding Corp.)

Payments Free of Taxes. 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 reduction or withholding deduction for any Indemnified Taxes or Other Taxes, except as required by applicable law; provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such paymentspayments (as determined in its good faith discretion), then, then (i) if such Taxes are Indemnified 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 L/C Issuer, 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: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp), Assignment and Assumption (Stellus Capital Investment Corp)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law Legal Requirement to deduct any Indemnified Taxes (including any Other 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), Agent, Lender ) the Administrative Agent or L/C IssuerLender, 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 lawLegal Requirement.

Appears in 2 contracts

Samples: Subordinated Credit Agreement (Abraxas Energy Partners LP), Subordinated Credit Agreement (Abraxas Petroleum Corp)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of any Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or (including any Other Taxes, ); provided that if any Borrower shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other 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), Section 6.11) the Administrative Agent, Lender or L/C IssuerIssuing Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower the Borrowers shall make such deductions, deductions and (iii) Borrower the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 2 contracts

Samples: Credit Agreement (La-Z-Boy Inc), Credit Agreement (La-Z-Boy Inc)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Credit Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other (other than Excluded Taxes), provided that if the Borrower shall be required by any applicable law to deduct any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes (including any 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 L/C IssuerIssuing 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, 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 Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.)

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

Appears in 2 contracts

Samples: Assignment and Assumption (Grant Prideco Inc), Credit Agreement (Grant Prideco Inc)

Payments Free of Taxes. 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 reduction withholding or withholding deduction for any Indemnified Taxes or Other Taxes; provided that, provided that if the Borrower shall be required by any applicable law to withhold or deduct any Indemnified Taxes (including any or Other Taxes) Taxes from such payments, then, then (i) the sum payable shall be increased as necessary so that after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums amounts payable under this Section), ) the Administrative Agent, the Collateral Agent or Lender or L/C Issuer, (as the case may be, ) receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) the Borrower shall make such deductions, withholdings or deductions and (iii) the Borrower shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Petersen Energia Inversora, S.A.), Credit Agreement (Petersen Energia, S.A.)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided PROVIDED that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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 Agent, Lender or L/C 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 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 Agreement (Nuco2 Inc /Fl), Credit Agreement (Columbus McKinnon Corp)

Payments Free of Taxes. Any and all payments by the 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any 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), Agent, Lender or L/C 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 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: Credit Agreement (Ats Corp), Credit Agreement (Ats Corp)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if Borrower shall be required by any applicable law Requirements of Law to deduct any Indemnified Taxes (including any -44- Other 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), Agent, Lender ) the Administrative Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, deductions and (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawRequirements of Law.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Regency Energy Partners LP), Second Lien Credit Agreement (Regency Energy Partners LP)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if Borrower the Borrowers shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other 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), Section 2.09) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower the Borrowers shall make such deductions, and (iii) Borrower the Borrowers 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 (Hemisphere Media Group, Inc.), Loan Agreement (Hemisphere Media Group, Inc.)

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

Appears in 2 contracts

Samples: Credit Agreement (Wiley John & Sons, Inc.), Credit Agreement (Wiley John & Sons Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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), Section 3.10) the Administrative Agent, the applicable Lender or L/C the Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes or Other Taxes 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 1 contract

Samples: Credit Agreement (CVS HEALTH Corp)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower any Loan Party shall be required by any Legal Requirement applicable law to such Loan Party to deduct any Indemnified Taxes (including any or 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 Agent, such Lender or L/C Issuerthe 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 lawsuch Legal Requirements.

Appears in 1 contract

Samples: Pledge Agreement (Seahawk Drilling, Inc.)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided provided, that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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), Agent, Lender Section 3.10) the Administrative Agent or L/C Issuerthe applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes or Other Taxes 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 1 contract

Samples: Term Loan Agreement (CVS HEALTH Corp)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower any Credit Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by any applicable law Applicable Law to deduct or withhold any Indemnified Taxes (including any Other 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 Agent, Lender or L/C IssuerIssuing Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower the Credit Parties shall make such deductions, deductions and (iii) Borrower the Credit Parties shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 1 contract

Samples: Credit Agreement (O Charleys Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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), Section 6.16) the Administrative Agent, Lender or L/C IssuerIssuing 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 1 contract

Samples: Credit Facility Agreement (Phoenix Footwear Group Inc)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of each Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if such Borrower shall be required by any applicable law Law to deduct any Indemnified Taxes (including any Other 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), Section 3.01) the Administrative Agent, any Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, deductions and (iii) Borrower the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Credit Agreement (Main Street Acquisition CORP)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the respective Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other 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), Agent, Lender ) the Administrative Agent or L/C IssuerLender, 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 lawApplicable Law.

Appears in 1 contract

Samples: Bridge Term Loan Credit Agreement (Egl Inc)

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

Appears in 1 contract

Samples: Credit Agreement (MagnaChip Semiconductor LTD (United Kingdom))

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

Appears in 1 contract

Samples: Security Agreement (Foster Wheeler LTD)

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

Appears in 1 contract

Samples: Credit Agreement (USA Mobility, Inc)

Payments Free of Taxes. Any and all payments by either Borrower to or on account of any obligation of either Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if either Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any 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 applicable Agent, Lender or L/C 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) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.and

Appears in 1 contract

Samples: Credit Agreement (Castle a M & Co)

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

Appears in 1 contract

Samples: Credit Agreement (Emergency Medical Services CORP)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided provided, that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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 SectionSection 3.10), Agent, Lender the Administrative Agent or L/C Issuerthe applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes or Other Taxes 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 1 contract

Samples: Day Bridge Term Loan Agreement (CVS HEALTH Corp)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or any Guarantor under any other Loan Document shall be made free and clear of and without reduction or deduction for any Taxes unless required by applicable law; provided that if the applicable withholding for agent shall be required to deduct any Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (ia) the sum payable by the Borrower or any Guarantor shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section)Section 5.03) have been made, Agent, the Administrative Agent or Lender or L/C Issuer, (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (iib) Borrower the applicable withholding agent shall make such deductions, deductions and (iiic) Borrower the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Atlas Energy, L.P.)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower or Holdings hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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), Agent, Lender ) the Administrative Agent or L/C Issuerany 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 or Holdings, as the case may be, shall make such deductions, deductions and (iii) the Borrower or Holdings, as the case may be, shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.. (b)

Appears in 1 contract

Samples: Credit Agreement

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower the Borrowers shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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 SectionSection 3.01(a), ) the Agent, the Lender or the applicable L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower the Borrowers shall make such deductions, deductions and (iii) Borrower the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Hampshire Group LTD)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other DIP Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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 Agent, DIP Lender or L/C 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 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 1 contract

Samples: Loan and Security Agreement

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

Appears in 1 contract

Samples: Master Credit Agreement (Belrose Capital Fund LLC)

Payments Free of Taxes. 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 reduction deduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower or other payor shall be required by any applicable law to deduct any Indemnified Taxes (including any or 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), Section 3.01) the Administrative Agent, the Swing Line Lender, a Lender or an L/C 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 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 1 contract

Samples: Credit Agreement (L 3 Communications Corp)

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

Appears in 1 contract

Samples: Credit Agreement (Wiley John & Sons, Inc.)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes; provided, provided that if the Borrower shall be required by any applicable law Applicable Laws to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (i) the sum payable shall be increased as necessary so to that after making all required deductions (including deductions applicable to additional sums payable under this Section), Section 3.7) the Agent, Lender or L/C IssuerIssuing 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 lawApplicable Laws.

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (Hersha Hospitality Trust)

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

Appears in 1 contract

Samples: Security Agreement (Asyst Technologies Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Linens N Things Inc)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by any applicable law to deduct any 20 Indemnified Taxes (including any 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), Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit and Reimbursement Agreement (Maine & Maritimes Corp)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower or Holdings hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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), Agent, ) the Administrative Agent or any Lender or L/C 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 Borrower or Holdings, as the case may be, shall make such deductions, deductions and (iii) the Borrower or Holdings, as the case may be, shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Smart Balance, Inc.)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that, provided that if Borrower the Borrowers shall be required by any applicable law Requirements of Law to deduct any Indemnified Taxes (including any Other 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), Agent, Lender Section 2.15) the Facility Agent or L/C IssuerLender, 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, deductions and (iii) the applicable Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawRequirements of Law.

Appears in 1 contract

Samples: Facility Agreement (Equinix Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Alco Stores Inc)

Payments Free of Taxes. 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 reduction or withholding deduction for any Indemnified Taxes or Other Taxes, except as required by applicable law; provided that if the Borrower or the Administrative Agent shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (i) if such Taxes are Indemnified Taxes, 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 Section), ) the Administrative Agent, applicable Lender or L/C Issuer, 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 or the Administrative Agent shall make such deductions, deductions and (iii) the Borrower or the Administrative Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)

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

Appears in 1 contract

Samples: Revolving Credit Agreement (Regency Energy Partners LP)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower the Loan Parties shall be required by any applicable law Law to deduct any Indemnified Taxes (including any Other 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 Agent, the Term Agent, the applicable Lender or L/C Issuerthe 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) Borrower the Loan Parties shall make such deductions, deductions and (iii) Borrower the Loan Parties shall timely pay and remit the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Credit Agreement (Hancock Fabrics Inc)

Payments Free of Taxes. Any and all payments by either Borrower to or on account of any obligation of either Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if either Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any 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 applicable Agent, Lender or L/C 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 timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Castle a M & Co)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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), Section 5.3.3) the Administrative Agent, Lender or L/C IssuerFronting 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 1 contract

Samples: Revolving Credit Agreement (Timberland Co)

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

Appears in 1 contract

Samples: Credit Agreement (Carters Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Bowater Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Mednax, Inc.)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if Borrower Applicable Law shall be required by any applicable law to deduct require the deduction or withholding of any Indemnified Taxes (including any Other Taxes) from such payments, then, 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 Section), ) the Administrative Agent, the Issuing Lender or L/C Issuer, as the case may be, applicable Lender 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 lawApplicable Law.

Appears in 1 contract

Samples: Credit Agreement (Hormel Foods Corp /De/)

Payments Free of Taxes. Any Except as required by applicable law, 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 reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if Borrower shall be required applicable Law (as determined by any applicable law to deduct the Administrative Agent) requires the withholding or deduction of any Indemnified Taxes (including any Other Taxes) from such withholding or payments, then, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including withholding or deductions applicable to additional sums payable under this Section), Agent, Lender ) the Administrative Agent or L/C Issuerthe applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deductions been made, (ii) the Borrower shall make such deductions, deductions and (iii) the Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Term Loan Agreement (Public Service Co of New Mexico)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, except as required by applicable law, provided that if Borrower the applicable Withholding Agent shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, 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 Section), Agent, Lender ) the Administrative Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower the applicable Withholding Agent shall make such deductions, deductions or withholdings and (iii) Borrower the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (KKR Financial Holdings LLC)

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

Appears in 1 contract

Samples: Credit Agreement (Biomet Inc)

Payments Free of Taxes. 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 reduction or withholding deduction for any Indemnified Taxes or Other Taxes, except as required by applicable law; provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such paymentspayments (as determined in its good faith discretion), then, then (i) if such Taxes are Indemnified 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 L/C Issuer, 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.. 44

Appears in 1 contract

Samples: Secured Revolving Credit Agreement (Stellus Capital Investment Corp)

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

Appears in 1 contract

Samples: Credit Agreement (Pediatrix Medical Group Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (i) the 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, Lender Section 11.2) the Administrative Agent or L/C IssuerLender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) ii)the Borrower shall make such deductions, deductions and (iii) iii)the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 1 contract

Samples: Credit Agreement (Sundial Growers Inc.)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation Obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other 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 Agent, Lender or L/C IssuerIssuing 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, deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 1 contract

Samples: Credit Agreement (Cross Country Healthcare Inc)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by any applicable law Law to deduct any Indemnified Taxes (including any Other Taxes) from such Mid-Con Energy Properties, LLC Credit Agreement 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), ) Administrative Agent, Lender or L/C LC Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, deductions and (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Credit Agreement (Mid-Con Energy Partners, LP)

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

Appears in 1 contract

Samples: Credit Agreement (Thermo Electron Corp)

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

Appears in 1 contract

Samples: Credit Agreement (Cbeyond Communications Inc)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower or Holdings hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided, provided that if the Borrower or Holdings shall be required by any applicable law Law to deduct any Indemnified Taxes (including any Other 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), Agent, Lender ) the Administrative Agent or L/C Issuerany 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 or Holdings, as the case may be, shall make such deductions, deductions and (iii) the Borrower or Holdings, as the case may be, shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Credit Agreement (Spansion Inc.)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation Obligation of Borrower the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if any Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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 Agent, the Collateral Agent, Lender or L/C 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, deductions and (iii) the applicable Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Stewart Enterprises Inc)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the Borrowers hereunder or under any other Loan Document shall be made free and clear of of, and without reduction or withholding for for, any Indemnified Taxes or Other Taxes, provided that that, if Borrower the Borrowers shall be required by any applicable law Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (i) the sum payable shall be increased as necessary so that that, after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 3.01), the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower the Borrowers shall make such deductions, deductions and (iii) Borrower the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Credit Agreement (Tops PT, LLC)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower the Borrowers shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (i) unless such Tax is an Excluded Tax, 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 L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower the Borrowers shall make such deductions, deductions and (iii) Borrower the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Amylin Pharmaceuticals Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower or the Administrative Agent shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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 Agent, Lender or L/C 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 Borrower or the Administrative Agent, as applicable, shall make such deductions, deductions and (iii) the Borrower or the Administrative Agent, as applicable, shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Piedmont Natural Gas Co Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Perkinelmer Inc)

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

Appears in 1 contract

Samples: Assignment and Assumption (Cenveo, Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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), Section 2.21) the Administrative Agent, Lender or L/C IssuerIssuing 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 1 contract

Samples: Credit Agreement (Doane Pet Care Co)

Payments Free of Taxes. Any and all payments by a Borrower to or on account of any obligation of a Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction deduction or withholding for any Indemnified Taxes or Other Taxes, provided that if a Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any or 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), the applicable Agent, Lender or L/C 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 timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Castle a M & Co)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided PROVIDED that if the Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other 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 Agent, any Lender or the L/C 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 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 1 contract

Samples: Credit Agreement (Tupperware Brands Corp)

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

Appears in 1 contract

Samples: Credit Agreement (Cabot Corp)

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

Appears in 1 contract

Samples: Credit Agreement (Cenveo, Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other 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 Agent, the applicable Lender or L/C Issuerthe applicable Issuing 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, deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 1 contract

Samples: Credit Agreement (Apogee Enterprises Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Greenbrier Companies Inc)

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

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Monster Worldwide Inc)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of the Borrower hereunder or under any other Loan Document shall shall, except as may be required by Law, be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by any applicable law Law to deduct any Indemnified Taxes (including any Other 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), Agent, Lender ) the Administrative Agent or L/C IssuerLender, 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 lawLaw.

Appears in 1 contract

Samples: Term Loan Agreement (Darden Restaurants Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Asyst Technologies Inc)

Payments Free of Taxes. 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 reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower any applicable withholding agent shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, then (i) if such Tax is an Indemnified Tax or Other Tax, 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 Section), ) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower such withholding agent shall make such deductions, deductions and (iii) Borrower such withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Appears in 1 contract

Samples: Credit Agreement (Cal Dive International, Inc.)

Payments Free of Taxes. Any and all payments by Borrower to or on account of any obligation of Borrower the respective Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the applicable Borrower shall be required by any applicable law Applicable Law to deduct any Indemnified Taxes (including any Other 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 Agent, the Offshore Sub-Administrative Agent, any Lender or L/C IssuerIssuers, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.

Appears in 1 contract

Samples: Credit Agreement (Clear Channel Communications Inc)

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