Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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 or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 54 contracts
Samples: Credit Agreement (Cal Dive International, Inc.), Credit Agreement (Ebay Inc), Loan Agreement (Miller Energy Resources, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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) the Administrative Agent Agent, Lender or 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 and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority Official Body in accordance with applicable lawLaw.
Appears in 26 contracts
Samples: Credit Agreement (CONSOL Energy Inc), Credit Agreement (Erie Indemnity Co), Credit Agreement (Rti International Metals Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law 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 Administrative Agent Agent, Lender or 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 and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 26 contracts
Samples: Credit Agreement (O Charleys Inc), Third Amendment and Waiver (Bowater Inc), Credit Agreement (Bowater Inc)
Payments Free of Taxes. Any and all payments by 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 the Borrower shall be required by 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 Administrative Agent or Lender, as the case may be, 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 and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 18 contracts
Samples: Assignment and Assumption (Northern Illinois Gas Co /Il/ /New/), Assignment and Assumption (Nicor Inc), Assignment and Assumption (Nicor Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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 Administrative Agent Agent, Lender or Lender, Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 17 contracts
Samples: Senior Secured Credit Agreement (Ares Capital Corp), Senior Secured Credit Agreement (Ares Capital Corp), Senior Secured Credit Agreement (Ares Capital Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without 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 applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, 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 Agent, applicable Lender or Lender, applicable Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 15 contracts
Samples: Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Senior Secured (Sixth Street Lending Partners)
Payments Free of Taxes. Any and all payments by 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 the Borrower shall be required by 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 Administrative Agent Agent, any Lender or 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 and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 12 contracts
Samples: Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower Borrowers shall be required by 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) the Administrative Agent Agent, Lender or 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 Borrowers shall make such deductions and (iii) the Borrower Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority Official Body in accordance with applicable lawLaw.
Appears in 12 contracts
Samples: Security Agreement (Armstrong Resource Partners, L.P.), Security Agreement (Armstrong Energy, Inc.), Credit Agreement (Armstrong Energy, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without 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 applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, 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 Agent, Lender or Lender, Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 11 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Stellus Capital Investment Corp), Credit Agreement (TPG Specialty Lending, Inc.)
Payments Free of Taxes. Any and all payments by 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 the Borrower shall be required by 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) Section 5.03(a)), the Administrative Agent Agent, Lender or Lender, Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 11 contracts
Samples: Credit Agreement (Plains Exploration & Production Co), Credit Agreement (Plains Exploration & Production Co), Credit Agreement (Energy Partners LTD)
Payments Free of Taxes. Any Except as required by applicable Law, any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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) the Administrative Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.
Appears in 11 contracts
Samples: Term Loan Agreement (PNM Resources Inc), Term Loan Agreement (Public Service Co of New Mexico), Term Loan Agreement (Public Service Co of New Mexico)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the 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 the any Borrower shall be required by 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 4.11) the Administrative Agent or Lenderany Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall timely pay the full amount deducted to the relevant Governmental Government Authority in accordance with applicable law.
Appears in 8 contracts
Samples: Credit Agreement (Alliancebernstein L.P.), Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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 Agent, Lender or LenderIssuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 7 contracts
Samples: Credit Agreement (Georesources Inc), Credit Agreement (Georesources Inc), Revolving Credit Agreement (Wca Waste Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law 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 Administrative Agent Agent, the applicable Lender or the 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 and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 7 contracts
Samples: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Patrick Industries Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (iA) 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 or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (iiB) the Borrower shall make such deductions and (iiiC) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 7 contracts
Samples: Credit Agreement (HMS Income Fund, Inc.), Credit Agreement (St Joe Co), Credit Agreement (Main Street Capital CORP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the 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 the such Borrower shall be required by 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 Administrative Agent or LenderLender Party, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the 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 6 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Northwest Pipeline Gp), Credit Agreement (Transcontinental Gas Pipe Line Company, LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if except as required by any Applicable Law. If any Applicable Law (as determined in the Borrower good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be required by applicable law entitled to deduct any make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Taxes (including any Other Taxes) from such paymentsTax, then (i) the sum payable by the Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.12(e)(ii)) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Credit Agreement (MSC Income Fund, Inc.), Credit Agreement (MSC Income Fund, Inc.), Credit Agreement (MSC Income Fund, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions for Indemnified Taxes or Other Taxes (including deductions for Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives Lender shall receive 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 and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Revolving Credit Agreement (SecureWorks Corp), Revolving Credit Agreement (SecureWorks Corp), Revolving Credit Agreement (SecureWorks 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 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 or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deductions, and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Credit Agreement (Cogdell Spencer Inc.), Assignment and Assumption (Higher One Holdings, Inc.), Credit Agreement (Higher One Holdings, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Term Loan Agreement (Sonoco Products Co), Credit Agreement (Hcp, Inc.), Credit Agreement (Anthem Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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 Administrative Agent Agent, Issuing Lender or Lender, Lender as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Facility Lease Agreement (Edison Mission Energy), Credit Agreement (Midwest Generation LLC), Credit Agreement (Midwest Generation LLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the any Borrower shall be required by applicable law 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 Administrative Agent Agent, the Lenders or the 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 such Borrower shall make such deductions and (iii) the such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 5 contracts
Samples: Credit Agreement (Pool Corp), Credit Agreement (Pool Corp), Credit Agreement (SCP Pool Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower each Obligor 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 any Obligor shall be required by 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 Administrative Agent Agent, Lender or LenderIssuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Obligor shall make such deductions and (iii) the Borrower such Obligor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (Carlyle Group L.P.), Credit Agreement (Carlyle Group L.P.), Credit Agreement (Carlyle Group L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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 or LenderLender Party, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower 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 5 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc), Credit Agreement (WPX Energy, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority Entity in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Ivax Corp), Credit Agreement (Rti International Metals Inc), Credit Agreement (Rti International Metals Inc)
Payments Free of Taxes. Any and all payments by 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 the Borrower shall be required by 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 Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Pep Boys Manny Moe & Jack), Credit Agreement (Pep Boys Manny Moe & Jack), Credit Agreement (Capital Lease Funding Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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 Agent, Lender or 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 and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Blackbaud Inc), Credit Agreement (Tuesday Morning Corp/De)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law 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 Administrative Agent or the applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 4 contracts
Samples: 364 Day Revolving Credit Agreement (South Jersey Industries Inc), Term Loan Credit Agreement (South Jersey Industries Inc), Term Loan Credit Agreement (South Jersey Industries Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower Company or the Agent shall be required by applicable law Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) if such Taxes are Indemnified Taxes, the sum payable by the Company 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 or Lender, as the case may beapplicable Recipient, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Company or the Agent, as applicable, shall be entitled to make such deductions and (iii) the Borrower Company or the Agent, as applicable, 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 (Universal Health Realty Income Trust), Credit Agreement (Universal Health Realty Income Trust), Credit Agreement (Universal Health Realty Income Trust)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable to any Lender or Agent, as the case may be, 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 LenderAgent, 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 lawLaw.
Appears in 4 contracts
Samples: Margin Loan Agreement (Focus Media Holding LTD), Margin Loan Agreement (Focus Media Holding LTD), Margin Loan Agreement (Focus Media Holding LTD)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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 Agent, Lender or LenderIssuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (CBIZ, Inc.), Credit Agreement (Ezcorp Inc), Credit Agreement (Ezcorp Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document Note 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 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 Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Celgene Corp /De/), Credit Agreement (Celgene Corp /De/), Assignment and Assumption (Celgene Corp /De/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower Company shall be required by 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 Administrative Agent or any 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 Company shall make such deductions and (iii) the Borrower Company shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Digerati Technologies, Inc.), Credit Agreement (Digerati Technologies, Inc.), Credit Agreement (Digerati Technologies, Inc.)
Payments Free of Taxes. Any and all payments by 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 the Borrower or any Guarantor shall be required by 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) Section 5.02), the Administrative Agent or Lender, Lenders (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Guarantor shall make such deductions and (iii) the Borrower or such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Petro Resources Corp), Credit Agreement (CrossPoint Energy CO), Credit Agreement (Baseline Oil & Gas Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (iA) 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 or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (iiB) the Borrower shall make such deductions and (iiiC) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Main Street Capital CORP), Credit Agreement (Main Street Capital CORP), Credit Agreement (Main Street Capital CORP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other 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 by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.16) the Administrative Agent Agent, applicable Lender or Lender, applicable Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Secured Revolving Credit Agreement (Bain Capital Private Credit), Revolving Credit Agreement (Bain Capital Private Credit), Credit Agreement (Barings Private Credit Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased (and in the case of interest, the amount of interest shall be increased) as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent Agent, Lender or LenderL/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 lawLaw.
Appears in 4 contracts
Samples: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or Withholding Agent 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 the Borrower any Credit Party shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable by the Credit Parties shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings of Indemnified Taxes applicable to additional sums payable under this Section) Section 5.03), the Administrative Agent or Lender, Lender (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 Withholding Agent shall make such deductions or withholdings and (iii) the Borrower Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Civitas Resources, Inc.), Credit Agreement (Civitas Resources, Inc.), Credit Agreement (Bonanza Creek Energy, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the such Borrower shall be required by applicable law 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 Administrative Agent Agent, the applicable Lender or Lenderthe applicable Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 4 contracts
Samples: Credit Agreement (Broadview Networks Holdings Inc), Credit Agreement (Broadview Networks Holdings Inc), Credit Agreement (Broadview Networks Holdings Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the any Borrower shall be required by applicable law 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 Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 4 contracts
Samples: Assignment and Assumption (Family Dollar Stores Inc), Day Credit Agreement (Family Dollar Stores Inc), Day Credit Agreement (Family Dollar Stores Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law 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 Administrative Agent Agent, Lender or 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 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 (Corrections Corp of America), Revolving Credit Agreement (BlackRock Inc.), Credit Agreement (BlackRock Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder Obligor hereunder, or under any other Loan Document Credit Document, shall be made free and clear of and without reduction deduction for or withholding for of any Indemnified Taxes or Other amounts in respect of Taxes, provided that if the Borrower shall be unless such withholding is required by applicable law to deduct as determined in good faith by the applicable Withholding Agent; provided that if any Indemnified Taxes (including are required to be withheld from any Other Taxes) from such paymentsamounts payable to the Administrative Agent or any Lender, then (i) the sum payable by the applicable Obligor 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 or Lender, Lender (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions amounts been made, withheld and (ii) the Borrower such amounts shall make such deductions be withheld and (iii) the Borrower shall timely pay the full amount deducted paid to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Xl Group PLC), Secured Credit Agreement (Xl Group PLC), Assignment and Assumption (Xl Group PLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law 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 Administrative Agent Agent, any Lender or Lenderthe Fronting Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 4 contracts
Samples: Credit Agreement (Family Dollar Stores Inc), Credit Agreement (Family Dollar Stores Inc), Credit Agreement (Family Dollar Stores Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower Company shall be required by 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 Administrative Agent Agent, Lender or LenderIssuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Company shall make such deductions and (iii) the Borrower Company shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (CBIZ, Inc.), Credit Agreement (CBIZ, Inc.), Credit Agreement (Century Business Services Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower Borrowers shall be required by applicable law to deduct any Indemnified Taxes (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 or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Stein Mart Inc), Term Loan Agreement (Highwoods Realty LTD Partnership), Term Loan Agreement (Highwoods Realty LTD Partnership)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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) Section 5.03(a)), the Administrative Agent Agent, Lender or Lender, Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Security and Pledge Agreement (Magnum Hunter Resources Corp), Credit Agreement (Magnum Hunter Resources Corp), Credit Agreement (Magnum Hunter Resources Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Credit Party 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 the Borrower except as required by applicable law. If any Withholding Agent shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, as determined in good faith by the applicable Withholding Agent, then (i) in the case of Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions of Indemnified Taxes (including deductions applicable to additional sums payable under this Section) Section 5.03(a)), the Administrative Agent or Lender, as the case may be, applicable Recipient receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes been made, (ii) the Borrower applicable Withholding Agent shall make such all deductions required by applicable law and (iii) the Borrower 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 (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority Official Body in accordance with applicable lawLaw.
Appears in 4 contracts
Samples: Funding and Credit Agreement (Olin Corp), Funding and Credit Agreement (Olin Corp), Credit Agreement (Dayton Power & Light Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law 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 Administrative Agent Agent, the applicable Lender or Lenderthe Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 4 contracts
Samples: Credit Agreement (Scana Corp), Credit Agreement (Scana Corp), Credit Agreement (Scana Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) in the case of Indemnified Taxes (including any Other 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 Agent, any Lender or Lenderany 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 4 contracts
Samples: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document Documents shall be made made, in accordance with Section 2.11, 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 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 Administrative Agent Agent, Bank or LenderIssuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Assignment and Acceptance (Kbr, Inc.), Assignment and Acceptance (Kbr, Inc.), Revolving Credit Agreement (Kbr, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by 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 SectionSection 2.13) the Administrative Agent Agent, each Lender or Lenderthe Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.
Appears in 3 contracts
Samples: Credit Agreement (Greatbatch, Inc.), Credit Agreement (Greatbatch, Inc.), Credit Agreement (Greatbatch, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, except as required by applicable law; provided that if the Borrower or other applicable withholding agent shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such paymentsTax, 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 have been made (including deductions applicable to additional sums payable under this SectionSection 2.15) the Administrative Agent or Lender, 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 other applicable withholding agent shall make such deductions and (iii) the Borrower 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: Term Loan Agreement (International Paper Co /New/), Credit Agreement (International Paper Co /New/), Assignment and Assumption (International Paper Co /New/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the any Borrower shall be required by 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 2.15) the Administrative Agent Agent, each Lender or Lenderthe Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Borrower shall make such deductions 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 3 contracts
Samples: Guarantee Agreement (Rayonier, L.P.), Credit Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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 Administrative Agent or Lender, Lender (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions on account of Indemnified Taxes been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (American Capital, LTD), Senior Secured Term Loan Credit Agreement (American Capital, LTD), Secured Revolving Credit Agreement (American Capital, LTD)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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 Agent, Lender or LenderL/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 3 contracts
Samples: Credit Agreement (Pzena Investment Management, Inc.), Credit Agreement (Pzena Investment Management, Inc.), Credit Agreement (TreeHouse Foods, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower Borrowers shall be required by applicable law 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 Administrative Agent Agent, each Lender or Lendereach 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 Borrowers shall make such deductions and (iii) the Borrower Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 3 contracts
Samples: Credit Agreement (Pacer International Inc), Credit Agreement (Pacer International Inc), Credit Agreement (Pacer International Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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 or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Pacific Sunwear of California Inc), Credit Agreement (Pacific Sunwear of California Inc), Credit Agreement (Beazer Homes Usa Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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 Administrative Agent or Lender, as the case may be, 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 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: Security and Assignment Agreement (Chase Preferred Capital Corp), Term Loan Agreement (Softquad Software LTD), Credit and Reimbursement Agreement (Set Top International Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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) the Administrative Agent Agent, each Lender or 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 and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority Official Body in accordance with applicable lawLaw.
Appears in 3 contracts
Samples: Intercompany Subordination Agreement (Under Armour, Inc.), Intercompany Subordination Agreement (Under Armour, Inc.), Intercompany Subordination Agreement (Under Armour, Inc.)
Payments Free of Taxes. Any and all payments made by or on account of any obligation of the Borrower Guarantor 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 any Guarantor shall be required by 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 Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Guarantor shall make such deductions and (iii) the Borrower such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Georgia Pacific Corp, Georgia Pacific Corp, Georgia Pacific Corp
Payments Free of Taxes. Any and all payments by 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 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 Administrative Agent or any 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 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 3 contracts
Samples: Loan Agreement (Cenveo, Inc), Credit Agreement (Spansion Inc.), Credit Agreement (Avery Dennison Corporation)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower or the Administrative Agent (the “Withholding Agent”) shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable by the Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) ), the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Withholding Agent shall make such deductions and (iii) the Borrower such Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.
Appears in 3 contracts
Samples: Amendment Agreement (Cliffs Natural Resources Inc.), Assignment and Assumption (Cliffs Natural Resources Inc.), Assignment and Assumption (Cliffs Natural Resources Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without 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 applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, 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 Agent, applicable Lender or Lender, 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 shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Pennantpark Investment Corp), Revolving Credit Agreement (Pennantpark Investment Corp), Guarantee and Security Agreement (Pennantpark Investment Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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 Administrative Agent Agent, Lender or Lender, 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 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: Credit Agreement (Teleflex Inc), Credit Agreement (Teleflex Inc), Credit Agreement (Teleflex Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower any Loan Party shall be required by applicable law any Legal Requirement 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 Administrative Agent Agent, such Lender or Lenderthe Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLegal Requirements.
Appears in 3 contracts
Samples: Credit Agreement (Willbros Group Inc), Credit Agreement (Diamondback Energy Services, Inc.), Credit Agreement (Diamondback Energy Services, Inc.)
Payments Free of Taxes. Any and all payments by 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 the Borrower shall be required by 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 Administrative Agent Agent, Lender or 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 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: Credit Agreement (Eclipsys Corp), Credit Agreement (Eclipsys Corp), Credit Agreement (Bradley Pharmaceuticals Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if the any Borrower shall be required by 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 such required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent Agent, each Lender or Lender, the 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 such Borrower shall make such deductions and (iii) the 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 (Cambrex Corp), Credit Agreement (Cambrex Corp), Credit Agreement (Cambrex Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by 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) Section 5.03(a)), the Administrative Agent Agent, Lender or Lender, Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Sanchez Energy Corp), Credit Agreement (Sanchez Energy Corp), Credit Agreement (Black Elk Energy Finance Corp.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Credit Party 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 the Borrower any Credit Party shall be required by applicable law to deduct any Indemnified Taxes (including any or Other Taxes) Taxes from such payments, then (i) the sum payable shall be increased increased, as a payment of additional interest, as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Section 5.03(a)), the Administrative Agent Agent, Lender or Lender, Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Credit Party shall make such deductions and (iii) the Borrower such Credit Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Guaranty Agreement (Quicksilver Resources Inc), Credit Agreement (Quicksilver Resources Inc), Credit Agreement (Quicksilver Resources Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the either Borrower shall be required by applicable law 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 Administrative Agent Agent, Lender or 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 such Borrower shall make such deductions and (iii) the such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 3 contracts
Samples: Credit Agreement (Tekelec), Credit Agreement (Tekelec), Credit Agreement (Tekelec)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if Applicable Law shall require the Borrower shall be required by applicable law to deduct deduction or withholding of any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable by the Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, 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 and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 3 contracts
Samples: Term Loan Agreement (Hormel Foods Corp /De/), Credit Agreement, Credit Agreement (Hormel Foods Corp /De/)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder Company hereunder, or under any other Loan Document Credit Document, shall be made free and clear of and without reduction deduction for or withholding for of any Indemnified Taxes or Other amounts in respect of Taxes, provided that if the Borrower shall be unless such withholding is required by applicable law to deduct as determined in good faith by the applicable Withholding Agent; provided that if any Indemnified Taxes (including are required to be withheld from any Other Taxes) from such paymentsamounts payable to the Administrative Agent or any Lender, then (i) the sum payable by the Company 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 or Lender, Lender (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions amounts been made, withheld and (ii) the Borrower such amounts shall make such deductions be withheld and (iii) the Borrower shall timely pay the full amount deducted paid to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Xl Group PLC), Credit Agreement (Xl Group PLC), Credit Agreement (Xl Group PLC)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Company hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower Company shall be required by 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 Sectionsubsection) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Company shall make such deductions and (iii) the Borrower Company shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Real Mex Restaurants, Inc.), Credit Agreement (Real Mex Restaurants, Inc.), Credit Agreement (Real Mex Restaurants, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower any Withholding Agent shall be required by 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 Administrative Agent Agent, Lender or Lender, 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 such Withholding Agent shall make such deductions and (iii) the Borrower such Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Fourth Amendment (Sinclair Broadcast Group Inc), Third Amendment (Sinclair Broadcast Group Inc), Second Amendment (Sinclair Broadcast Group Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, except as required by Applicable Law; provided that if the Borrower shall be required by applicable law Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the Borrower shall make such deductions, (ii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law and (iii) if such Tax is an Indemnified 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 Agent, the applicable Lender or 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 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: Term Loan Credit Agreement (SOUTH JERSEY GAS Co), Term Loan Credit Agreement (SOUTH JERSEY GAS Co), Term Loan Credit Agreement (SOUTH JERSEY GAS Co)
Payments Free of Taxes. Any Except as otherwise required by any applicable Legal Requirement, any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law any Legal Requirement 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 Administrative applicable Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLegal Requirements.
Appears in 3 contracts
Samples: Credit Agreement (Cig Wireless Corp.), Credit Agreement (Cig Wireless Corp.), Credit Agreement (Cig Wireless Corp.)
Payments Free of Taxes. Any and all payments by 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 deduction for any Indemnified Taxes or Other Taxes, provided ; PROVIDED that if the Borrower shall be required by 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) Section 5.07), the Administrative Agent Agent, Lender or Lender, any 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 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 (Journal Register Co), Credit Agreement (Journal Register Co)
Payments Free of Taxes. Any and all payments by 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 the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (ia) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent Agent, Lender or Issuing Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (iib) the Borrower shall make such deductions and (iiic) 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 (Martek Biosciences Corp), Credit Agreement (Martek Biosciences Corp)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law 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 Administrative Agent Agent, the applicable Lender or 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 and (iii) the Borrower 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 (South Jersey Gas Co/New), Credit Agreement (South Jersey Industries Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, ; provided that if the Borrower shall be required by applicable law 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 Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 2 contracts
Samples: Credit Agreement (Hhgregg, Inc.), Credit Agreement (Hhgregg, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document Documents 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 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 SectionSection 5.6) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority Official Body in accordance with applicable lawLaw.
Appears in 2 contracts
Samples: Credit Agreement (Covance Inc), Credit Agreement (Covance Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the 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 any Credit Party shall be required by applicable law 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 Administrative Agent Agent, Lender or 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 applicable Credit Party shall make such deductions and (iii) the Borrower applicable Credit Party 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 (PAS, Inc.), Credit Agreement (Restaurant Co of Minnesota)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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 or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (International Rectifier Corp /De/), Credit, Pledge and Security Agreement (Discovery Communications, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (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 or any Lender., as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Exponential Interactive, Inc.), Credit Agreement (Exponential Interactive, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law 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 Administrative Agent or the Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 2 contracts
Samples: Term Credit Agreement (Powersecure International, Inc.), Term Credit Agreement (Powersecure International, Inc.)
Payments Free of Taxes. Any Unless required by applicable law, any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower applicable withholding agent shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) have been made, the Administrative Agent Agent, Lender or Lenderthe 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) the Borrower applicable withholding agent shall make such deductions and (iii) the Borrower applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Investments Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the each 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 if, as determined in good faith by the Borrower shall be required by applicable law to deduct Withholding Agent, any Indemnified Taxes (including any or Other Taxes) Taxes are required to be withheld 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 or Lender, 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 applicable Withholding Agent shall make such deductions and (iii) the Borrower applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower any Loan Party shall be required by 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 Administrative Agent or a 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 such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation Obligation of the Borrower hereunder or under any other Loan Document Company shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower Company shall be required by applicable law a Requirement of 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 Administrative Agent Agent, Lender or 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 Company shall make such deductions and (iii) the Borrower Company shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawRequirements of Law.
Appears in 2 contracts
Samples: Credit Agreement (BreitBurn Energy Partners L.P.), Credit Agreement (BreitBurn Energy Partners L.P.)
Payments Free of Taxes. Any and all payments by 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 the Borrower shall be required by 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) the Administrative Agent Agent, the applicable Lender or Lenderthe 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) 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 lawLaw.
Appears in 2 contracts
Samples: Credit Agreement (PNM Resources Inc), Credit Agreement (PNM Resources Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (iA) 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 or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (iiB) the Borrower shall make such deductions and (iiiC) the Borrower 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 (Triangle Capital CORP), Credit Agreement (Triangle Capital CORP)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the any Borrower shall be required by 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 2.15) the Administrative Agent Agent, each Lender or Lenderany Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Borrower shall make such deductions 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 2 contracts
Samples: Credit Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall (except to the extent required by law) be made free and clear of and without reduction deduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower any Loan Party shall be required by 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 of such Taxes (including deductions applicable to additional sums payable under this Sectionsection) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable Loan Party shall make such deductions and (iii) the Borrower applicable Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Second Lien Term Credit Agreement (Foamex International Inc), First Lien Term Credit Agreement (Foamex International Inc)
Payments Free of Taxes. Any and all payments by or on ---------------------- account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding deduction for any Indemnified Taxes or Other Taxes, ; provided that -------- if the Borrower shall be required by 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 Administrative Agent, each Co-Lead Arranger, the Syndication Agent or Lender, each Lender (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.
Appears in 2 contracts
Samples: Credit Agreement (Nevada Power Co), Credit Agreement (Nevada Power Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower a Loan Party or other applicable withholding agent shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the Loan Party or other applicable withholding agent shall make such deductions, (ii) 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, and (iii) in the case of Indemnified Taxes or Other Taxes, 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 Agent, any Lender or Lenderthe 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: Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower any Loan Party shall be required by 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 Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Online Resources Corp), Term Loan Agreement (Matria Healthcare Inc)
Payments Free of Taxes. Any and all payments by 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 the Borrower or any Guarantor shall be required by 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) Section 5.03), the Administrative Agent Agent, Lender or Lender, Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Guarantor shall make such deductions and (iii) the Borrower or such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Oasis Petroleum Inc.), Credit Agreement (Oasis Petroleum Inc.)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or any Material Subsidiary 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 the Borrower shall be required by 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) Section 5.03(a)), the Administrative Agent Agent, Lender or Lender, Issuing Bank (as the case may be, ) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (St Mary Land & Exploration Co), Credit Agreement (St Mary Land & Exploration Co)
Payments Free of Taxes. Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Credit Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the any Borrower shall be required by applicable law 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 Administrative Agent Agent, Lender or LenderIssuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Calumet Specialty Products Partners, L.P.)
