Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 205 contracts
Samples: Commitment Increase Agreement (Williams Randa Duncan), Commitment Increase Agreement (Williams Randa Duncan), Senior Unsecured (HF Sinclair Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 34 contracts
Samples: Revolving Credit and Term Loan Agreement (Aaron's Inc), Revolving Credit Agreement (Landamerica Financial Group Inc), Revolving Credit Agreement (Ndchealth Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the each Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 29 contracts
Samples: Security Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co), Credit Agreement (Dentsply International Inc /De/)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 20 contracts
Samples: Credit Agreement (Furniture Brands International Inc), Credit Agreement (Exco Resources Inc), Credit Agreement (Ascena Retail Group, Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the a Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions deductions, and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 15 contracts
Samples: Subsidiary Guarantee Agreement (El Paso Corp/De), Subsidiary Guarantee Agreement (Tennessee Gas Pipeline Co), Subsidiary Guarantee Agreement (El Paso Corp/De)
Taxes. (a) Any and all payments by or on account of any obligation the obligations of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 13 contracts
Samples: Credit Agreement (Level 3 Communications Inc), Credit Agreement (Level 3 Communications Inc), Credit Agreement (Level 3 Communications Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 11 contracts
Samples: Five Year Credit Agreement (Hess Corp), Credit Agreement (Antero Resources LLC), Credit Agreement (Spartan Motors Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.
Appears in 10 contracts
Samples: Credit Agreement (Magellan Midstream Partners Lp), Credit Agreement (Natural Resource Partners Lp), Credit Agreement (Natural Resource Partners Lp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower any Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, LC Bank or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Credit Party shall make such deductions and (iii) the Borrower such Credit Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 9 contracts
Samples: Revolving Credit Agreement (Nisource Inc/De), Revolving Credit Agreement (Nisource Inc/De), Revolving Credit Agreement (Nisource Inc/De)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 8 contracts
Samples: Term Loan Credit Agreement (Advance Auto Parts Inc), Term Loan Credit Agreement (Advance Auto Parts Inc), Credit Agreement (Tucson Electric Power Co)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, each Lender or each Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 8 contracts
Samples: Credit Agreement (Medtronic Inc), Credit Agreement (CSX Corp), Credit Agreement (CSX Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (Bank, as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 7 contracts
Samples: Credit Agreement (King Pharmaceuticals Inc), Credit Agreement (King Pharmaceuticals Inc), Credit Agreement (King Pharmaceuticals Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or the relevant Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 7 contracts
Samples: Credit Agreement (Dean Foods Co), Credit Agreement (Polo Ralph Lauren Corp), Credit Agreement (Pacific Sunwear of California Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the a Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 7 contracts
Samples: Credit Agreement (Libbey Inc), Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct or withhold any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that that, after making all required deductions or withholdings (including deductions or withholdings applicable to additional sums payable under this Section) Section 2.14), the Administrative Agent, or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction or withholding been made, (ii) the Borrower shall make such deductions deduction or withholding, and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law the full amount deducted or withheld.
Appears in 6 contracts
Samples: Credit Agreement (Mercer International Inc.), Credit Agreement (Mercer International Inc.), Credit Agreement (BlueLinx Holdings Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Credit Agreement (Weingarten Realty Investors /Tx/), Revolving Credit and Term Loan Agreement (Duncan Energy Partners L.P.), Credit Agreement (Weingarten Realty Investors /Tx/)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder any Loan Party under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Credit Agreement (Nasdaq Stock Market Inc), Credit Agreement (Nasdaq Stock Market Inc), Credit Agreement (Burger King Holdings Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLegal Requirements.
Appears in 6 contracts
Samples: Loan Agreement (Macquarie Infrastructure CO LLC), Loan Agreement (Macquarie Infrastructure CO LLC), Loan Agreement (Macquarie Infrastructure CO Trust)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Paying Agent, the Co-Administrative Agents or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: 364 Day Credit Agreement (Genworth Financial Inc), Five Year Credit Agreement (Genworth Financial Inc), Five Year Credit Agreement (Genworth Financial Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or the Administrative Agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or the Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or the Administrative Agent shall make such deductions and (iii) the Borrower or the Administrative Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 6 contracts
Samples: Credit Agreement (Horizon Global Corp), Term Intercreditor Agreement (Horizon Global Corp), Term Loan Credit Agreement (Horizon Global Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.
Appears in 5 contracts
Samples: Assignment and Assumption (Quanex Building Products CORP), Credit Agreement (Input Output Inc), Credit Agreement (Quanex Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 5 contracts
Samples: Credit Agreement (Shyft Group, Inc.), Credit Agreement (Shyft Group, Inc.), Credit Agreement (Spartan Motors Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (Usg Corp), Credit Agreement (Usg Corp), Credit Agreement (Usg Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative AgentAgents, Lender Lenders or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Assignment and Assumption (Edgen Group Inc.), Assignment and Assumption (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any other Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Loan Party shall make such deductions and (iii) the Borrower or such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement, Credit Agreement, Credit Agreement
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender Lender, or Issuing Bank Banks (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Joinder Agreement (Pioneer Natural Resources Co), Credit Agreement (Newfield Exploration Co /De/), Credit Agreement (Newfield Exploration Co /De/)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Agreement (Sunoco Inc), Agreement (Sunoco Inc), Amendment and Restatement Agreement (Sunoco Inc)
Taxes. (a) Any and all payments by or on account of any obligation of any of the Borrower Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any of the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Applicable Borrower shall make such deductions and (iii) the Applicable Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (Manitowoc Co Inc), Credit Agreement (Sauer Danfoss Inc), Credit Agreement (Manitowoc Co Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the each Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the such Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (White Electronic Designs Corp), Credit Agreement (Enterprise GP Holdings L.P.), Credit Agreement (Enterprise GP Holdings L.P.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (Northrop Grumman Corp /De/), Credit Agreement (Northrop Grumman Corp /De/), Year Credit Agreement (Gatx Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawGovernmental Requirements.
Appears in 5 contracts
Samples: Credit Agreement, Credit Agreement (Genesis Energy Lp), Credit Agreement (Genesis Energy Lp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided PROVIDED that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.17) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Loan and Guaranty Agreement, And Guaranty Agreement (Tower Automotive Inc), Loan and Guaranty Agreement (Collins & Aikman Corp)
Taxes. (a) Any and all payments by or on account of any obligation obligations of the Borrower Guarantors hereunder shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes; , provided that if the Borrower any Guarantor shall be required by Applicable Law to deduct any Indemnified Taxes or (including any Other Taxes Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) applicable Guarantied Party 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 lawApplicable Law.
Appears in 4 contracts
Samples: Guaranty (Helen of Troy LTD), Guaranty (Helen of Troy LTD), Guaranty (Helen of Troy LTD)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Guarantor hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Guarantor shall make such deductions and (iii) the Borrower Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.
Appears in 4 contracts
Samples: Credit Agreement (Natural Resource Partners Lp), Credit Agreement (Natural Resource Partners Lp), Credit Agreement (Hiland Partners, LP)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Memc Electronic Materials Inc), Revolving Credit Agreement (Memc Electronic Materials Inc), Revolving Credit Agreement (Memc Electronic Materials Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Sectionsubsection) the Administrative Agent, Lender or Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Napco Security Technologies, Inc), Credit Agreement (Nbty Inc), Credit Agreement (Nbty Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower any Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.17) the Administrative Agent, Lender or Issuing Bank (as the case may beapplicable) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (United Surgical Partners International Inc), Credit Agreement (Shoreline Real Estate Partnership, LLP), Credit Agreement (United Surgical Partners International Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that that, if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Hartley Controls Corp), Credit Agreement (Hartley Controls Corp), Credit Agreement (Neenah Foundry Co)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder any Loan Party under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower a Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or the Issuing Bank (Bank, as the case may be) applicable, receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes and Other Taxes 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 4 contracts
Samples: Lease Agreement (Chart Industries Inc), Lease Agreement (Chart Industries Inc), Lease Agreement (Chart Industries Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or 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 pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Time Warner Cable Inc.), Credit Agreement (Asset Acceptance Capital Corp), Assignment and Assumption (Cheesecake Factory Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, each Lender or each Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Ares Management Lp), Credit Agreement (Ares Management Lp), Credit Agreement (Ares Management Lp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower in respect of any Obligation hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if , except as required by applicable law. If the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative AgentAgent or the applicable Lender, Lender or Issuing Bank (as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (CDK Global, Inc.), Credit Agreement (CDK Global, Inc.), Bridge Credit Agreement (CDK Global Holdings, LLC)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.15) the Administrative Agent, Lender or the Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Lamar Advertising Co/New), Credit Agreement (Lamar Advertising Co), Credit Agreement (Lamar Advertising Co)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.16) the Administrative Agent, any Lender or the Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Affinity Group Holding Inc), Credit Agreement (Affinity Group Holding, Inc.), Credit Agreement (Affinity Group Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of of, and without deduction for for, any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Shared Services Agreement (DEX ONE Corp), Shared Services Agreement (DEX ONE Corp), Shared Services Agreement (DEX ONE Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrower a Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or any Issuing Bank (Bank, as the case may be) applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Edwards Group LTD), Credit Agreement (Edwards Group LTD), Credit Agreement (Generac Holdings Inc.)
Taxes. (a) Any and all payments by or on an account of any obligation of the Borrower Seller hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Seller shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Sectionsubsection) the Administrative Managing Facility Agent, Lender Co-Administrative Agent or Issuing Bank Purchaser (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 Seller shall make such deductions and (iii) the Borrower Seller shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Raytheon Co/), Purchase and Sale Agreement (Raytheon Co/), Purchase and Sale Agreement (Raytheon Co/)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of of, and without deduction for for, any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender Bank or Issuing 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 pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Revolving Credit and Guaranty Agreement (Kmart Corp), Credit and Guaranty Agreement (Kmart Corp), Credit and Guaranty Agreement (Burlington Industries Inc /De/)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Company hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Company shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Company shall make such deductions and (iii) the Borrower Company shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Sherwin Williams Co), Five Year Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Australian Administrative Agent, the Global Administrative Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Australian Credit Agreement (Apache Corp), Australian Credit Agreement (Apache Corp), Credit Agreement (Apache Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be -------- required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Cambridge Technology Partners Massachusetts Inc), Intercreditor Agreement (Global Industrial Technologies Inc), Credit Agreement (Arch Chemicals Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Smith International Inc), Credit Agreement (Smith International Inc), Credit Agreement (Smith International Inc)
Taxes. (a) Any and all payments by or on account of any obligation of any Borrower under the Borrower hereunder Loan Documents shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Assignment and Assumption (Cummins Inc), Credit Agreement (Cummins Inc), Credit Agreement (Cummins Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Eastgroup Properties Inc), Credit Agreement (Eastgroup Properties Inc), Credit Agreement (Eastgroup Properties Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.16) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Seagate Technology PLC), Credit Agreement (Seagate Technology), Credit Agreement (Seagate Technology)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any of the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Drew Industries Inc), Credit Agreement (Drew Industries Incorporated), Credit Agreement (Drew Industries Incorporated)
Taxes. (a) Any and all All payments made by or on account of any obligation behalf of the Borrower hereunder under this Agreement or any other Loan Document shall be made free and clear of of, and without deduction for or withholding for, any Indemnified Taxes or and Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Airgas Inc), Credit Agreement (Air Products & Chemicals Inc /De/), Credit Agreement (Airgas Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the each Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative applicable Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Borrower shall make such deductions and (iii) the applicable Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Park Ohio Industries Inc/Oh), Credit Agreement (Park Ohio Industries Inc/Oh), Credit Agreement (Park Ohio Holdings Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Loan Parties hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower any Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such Loan Party shall make such deductions and (iii) the Borrower such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize Group)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Loan Party hereunder shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrower a Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or any Issuing Bank (Bank, as the case may be) applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable withholding agent 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 3 contracts
Samples: Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the a Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Volt Information Sciences Inc), Credit Agreement (Volt Information Sciences Inc), Credit Agreement (Volt Information Sciences, Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Credit Party hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower any Withholding Agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable attributable to additional sums payable under this Section) the Administrative Agent, each Lender or each Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes or Other Taxes been made, (ii) the Borrower applicable Withholding Agent shall make such deductions and (iii) the Borrower applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Medtronic PLC), Credit Agreement (Medtronic PLC), Credit Agreement (Medtronic PLC)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.17) the Administrative Agent, any Lender or the Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Lbi Media Holdings Inc), Credit Agreement (Lbi Media Holdings Inc), Credit Agreement (Lbi Media Holdings Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the such Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative each Agent, each Lender or and Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) ), the Administrative Agent, each Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law; provided that if a Lender is in breach of its representation and warranty under Section 2.17(e), then Borrower shall only be obligated to comply with clauses (ii) and (iii) of this Section 2.17(a) with respect to payments to be made to or for the benefit of such Lender.
Appears in 3 contracts
Samples: Credit Agreement (Lone Pine Resources Inc.), Credit Agreement (Lone Pine Resources Inc.), Credit Agreement (Forest Oil Corp)
Taxes. (a) 4.5.1 Any and all payments by or on account of any obligation of the Borrower each Reseller hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other TaxesTaxes unless a tax deduction is required by applicable law; provided that if the Borrower any Reseller shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as Agents and the case may be) receives Lenders receive an amount equal to the sum it they would have received had no such deductions been made, (ii) the Borrower such Reseller shall make such deductions and (iii) the Borrower such Reseller shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Insight Enterprises Inc), Credit Agreement (Insight Enterprises Inc), Credit Agreement (Insight Enterprises Inc)
Taxes. (a) Any and all payments by or on an account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or 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 pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Nielsen Media Research Inc), Credit Agreement (Avis Rent a Car Inc), Credit Agreement (Avis Rent a Car Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, the applicable Lender or the 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 pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, Inc.), Credit Agreement (Quad/Graphics, Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.17) the Administrative Agent, each Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Trinity Industries Inc), Credit Agreement (Trinity Industries Inc), Credit Agreement (Trinity Marine Products, Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or any Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement And (Eastgroup Properties Inc), Credit Agreement (Eastgroup Properties Inc), Credit Agreement (Eastgroup Properties Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the each Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, relevant Lender or relevant Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Photronics Inc), Credit Agreement (Photronics Inc), Credit Agreement (Photronics Inc)
Taxes. (a1) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.10) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Macerich Co), Credit Agreement (Macerich Co), Credit Agreement (Macerich Co)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) to the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Fred Meyer Inc), Loan Agreement (Fred Meyer Inc), Loan Agreement (Quality Food Centers Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the applicable Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions for Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 3 contracts
Samples: Loan Agreement (Act Teleconferencing Inc), Loan Agreement (Act Teleconferencing Inc), Loan Agreement (Act Teleconferencing Inc)
Taxes. (a) Any and all payments by or on account of any obligation Obligations of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.12) the Administrative Agent, any Lender or the Issuing Bank Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit and Security Agreement (Ameresco, Inc.), Credit and Security Agreement (Ameresco, Inc.), Credit and Security Agreement (Ameresco, Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other TaxesTaxes except as provided by applicable law; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Nelnet Inc), Credit Agreement (Nelnet Inc), Credit Agreement (Nelnet Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank 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 pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Teradata Corp /De/), Credit Agreement (Concho Resources Inc), Credit Agreement (Concho Resources Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Par Technology Corp), Credit Agreement (Myr Group Inc), Credit Agreement (Fah Co Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Paying Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Macy's, Inc.), Credit Agreement (Federated Department Stores Inc /De/), Credit Agreement (Federated Department Stores Inc /De/)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; , provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may beapplicable) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (US Oncology Holdings, Inc.), Credit Agreement (St. Louis Pharmaceutical Services, LLC), Credit Agreement (Wix Filtration Media Specialists, Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, each Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Carey W P & Co LLC), Pledge Agreement (Carey Diversified LLC), Credit Agreement (Carey W P & Co LLC)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Jupitermedia Corp), Credit Agreement (Jupitermedia Corp), Credit Agreement (Jupitermedia Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of any present and future tax liability and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Nord Resources Corp), Credit Agreement (Nord Resources Corp), Credit Agreement (Nord Resources Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the either Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the either Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Year Revolving Credit Agreement (Fortune Brands Inc), Year Revolving Credit Agreement (Fortune Brands Inc), Credit Agreement (Fortune Brands Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, each Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Wright Express CORP), Credit Agreement (Corporate Property Associates 14 Inc), Credit Agreement (Wright Express CORP)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or (including 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, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make withhold or deduct an amount equal to such deductions Taxes and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Encompass Health Corp), Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp)
Taxes. (a) Any and all payments by or on account of any obligation Obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Collateral Agent, each Lender or Issuing Bank L/C Issuer (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 2 contracts
Samples: Participation and Loan and Security Agreement (K-Sea Tranportation Partners Lp), Participation and Loan and Security Agreement (K-Sea Tranportation Partners Lp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required by Applicable Law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 2 contracts
Samples: Credit, Security, Guaranty and Pledge Agreement (RHI Entertainment, Inc.), Credit, Security, Guaranty and Pledge Agreement (RHI Entertainment, Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder under the Loan Documents shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Renaissance Media Capital Corp), Credit Agreement (Laroche Industries Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided provided, that if the Borrower any Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable Borrower(s) shall make such deductions and (iii) the Borrower applicable Borrower(s) shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Energysouth Inc), Credit Agreement (Energysouth Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of of, and without deduction for for, any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank Fronting Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (McLeodusa Inc), Credit and Guaranty Agreement (Guilford Mills Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Canadian Administrative Agent, the Global Administrative Agent or Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Apache Corp), Credit Agreement (Apache Corp)
Taxes. (a) Any and all payments by or on an account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Wellpoint Health Networks Inc /De/), Credit Agreement (Oryx Energy Co)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower any Credit Party hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the any Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative applicable Agent, the applicable Lender or the 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 pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Brown Forman Corp), Five Year Credit Agreement (Brown Forman Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawApplicable Law.
Appears in 2 contracts
Samples: Credit, Security, Guaranty and Pledge Agreement (Idt Corp), Credit, Security, Guaranty and Pledge Agreement (Idt Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, the relevant Lender or the relevant Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Par Pharmaceutical Companies, Inc.), Credit Agreement (Par Pharmaceutical Companies, Inc.)
Taxes. (a) Any and all payments by or on account of any ----- obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Spinnaker Exploration Co), Credit Agreement (Spinnaker Exploration Co)
