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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 119 contracts
Samples: Mezzanine Credit Agreement, Credit Agreement (Strategic Storage Growth Trust, Inc.), Security Agreement (Fuller H B 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 or any Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 24 contracts
Samples: Assignment and Assumption (Enterprise Products Partners L.P.), Day Revolving Credit Agreement (Enterprise Products Partners L.P.), Day Revolving Credit Agreement (Enterprise Products Partners 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 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 or any Lender (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 14 contracts
Samples: 364 Day Revolving Credit Agreement (Atmos Energy Corp), Term Loan Agreement (Atmos Energy Corp), Term Loan Agreement (Atmos Energy Corp)
Taxes. (a) Any and all payments by or on an 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) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 13 contracts
Samples: Credit Agreement (Moodys Corp /De/), Credit Agreement (Moodys Corp /De/), Interim Loan Agreement (Moodys Corp /De/)
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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 12 contracts
Samples: Loan Agreement (Moodys Corp /De/), Credit Agreement (Unitedhealth Group Inc), Credit Agreement (Claiborne Liz 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 or applicable Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 11 contracts
Samples: Assignment and Assumption (TE Connectivity Ltd.), Senior Credit Agreement (Tyco International LTD /Ber/), Senior Credit Agreement (Tyco International LTD /Ber/)
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 any Agent, Lender or Lender (Issuing Bank, as the case may be) applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the 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: Credit Agreement (TRW Automotive Holdings Corp), Credit Agreement (TRW Automotive Holdings Corp), Credit Agreement (TRW Automotive Holdings Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided PROVIDED that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 9 contracts
Samples: Credit Agreement (At&t Latin America Corp), Security Agreement (Jato Communications Corp), Credit Agreement (At&t Latin America 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 9 contracts
Samples: Assignment and Assumption (Dentsply International Inc /De/), Term Loan Agreement (Perrigo Co), Credit Agreement (Johnson Outdoors Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower ABRCF hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower ABRCF shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) subject to Section 7.2(c) below, 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 7.2) the Administrative Agent or Lender (as the case may be) recipient receives an amount equal to the sum that it would have received had no such deductions been made, (ii) the Borrower ABRCF shall make such deductions and (iii) the Borrower ABRCF shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 9 contracts
Samples: Avis Budget Group, Inc., Avis Budget Group, Inc., Avis Budget Group, 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) where 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 attributable to additional sums payable under this Section) the Administrative Agent or and each Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such all required 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 (Medtronic Inc), Senior Unsecured Bridge Credit Agreement (Medtronic Inc), Bridge Credit Agreement (Medtronic 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 7 contracts
Samples: Credit Agreement (Convergys Corp), Credit Agreement (Liberty Media Corp /De/), Credit Agreement (Liberty Media Corp /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 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 (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 6 contracts
Samples: Credit Agreement (Strategic Storage Trust IV, Inc.), Credit Agreement (Strategic Storage Trust II, Inc.), Credit Agreement (Strategic Storage Trust II, Inc.)
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 an applicable withholding agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.14) the Administrative each Agent or and Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions of Indemnified Taxes or Other Taxes been made, (ii) the Borrower withholding agent shall be entitled to make such deductions and (iii) the Borrower withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Credit Agreement (Horizon Pharma PLC), Credit Agreement (Horizon Pharma PLC), Credit Agreement (Horizon Pharma PLC)
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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Loan Agreement (Unisource Energy Corp), Credit Agreement (Winstar Communications Inc), Credit Agreement (Leap Wireless International 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) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Credit Agreement (Hubbell Inc), Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Hubbell Inc)
Taxes. (a) Any and all 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 or withholding for any Indemnified Taxes or Other Taxes; provided that 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 will be increased as necessary so that that, after making all required deductions and withholdings (including deductions applicable to additional sums payable under this Section) the Administrative Agent or are made, each relevant Lender (as the case may be) Party receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or withholdings and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.
Appears in 6 contracts
Samples: Credit Agreement (National Interstate CORP), Credit Agreement (State Auto Financial CORP), Credit Agreement (State Auto Financial 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 Managing Administrative Agent or affected 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 6 contracts
Samples: Day Credit Agreement (Countrywide Financial Corp), Credit Agreement (Countrywide Financial Corp), Credit Agreement (Countrywide Financial 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 or such 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 5 contracts
Samples: Credit Agreement (Overnite Corp), Credit Agreement (Overnite Corp), Unsecured Subordinated Credit Agreement (Atp Oil & Gas 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 or each Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (CSX Corp), Credit Agreement (CSX Corp), Execution Copy (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 or such 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 5 contracts
Samples: Credit Agreement (Laboratory Corp of America Holdings), Credit Agreement (Laboratory Corp of America Holdings), Day Credit Agreement (Laboratory Corp of America Holdings)
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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (Aol Time Warner Inc), Credit Agreement (Aol Time Warner Inc), Credit Agreement (Aol 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 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 any Lender (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make 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: Subordinated Term Loan Agreement (United Community Banks Inc), Revolving Credit Agreement (First Financial Bancorp /Oh/), Senior Term Loan Agreement (Hughes Supply Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the any Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the 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 or the relevant Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp), Credit Agreement (SPX 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 SectionSection 2.18) the Administrative Agent or any Lender (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make 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: Secured Revolving Credit Agreement (NGP Capital Resources Co), Revolving Credit Agreement (Boston Private Financial Holdings Inc), Revolving Credit Agreement (Boston Private Financial 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 SectionSection 2.14) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (Starz, LLC), Credit Agreement (Liberty Media Corp), Day Revolving Credit Agreement (Cme Group 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (McGraw-Hill Companies Inc), Credit Agreement (McGraw-Hill Companies Inc), Credit Agreement (McGraw-Hill Companies 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 5 contracts
Samples: Credit Agreement (Metlife Inc), Credit Agreement (Metlife Inc), Credit Agreement (Metlife 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 or Agent, any Lender (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make 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: Term Loan Agreement (Hunt J B Transport Services Inc), Revolving Credit Agreement (Exactech Inc), Bridge Loan Agreement (Kaneb Services LLC)
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 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 (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 4 contracts
Samples: Credit Agreement (Amerada Hess Corp), Credit Agreement (Amerada Hess Corp), Credit Agreement (CSK Auto 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 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 (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 (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial 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) if such Taxes are Indemnified Taxes or Other Taxes the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or applicable Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Assignment and Assumption (TE Connectivity Ltd.), Credit Agreement (TE Connectivity Ltd.), Credit Agreement
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided 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 (as the case may be) each recipient of each such payment 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: Term Credit Agreement (Acxiom Corp), Credit Agreement (Acxiom Corp), Intercreditor Agreement (Acxiom 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Apache Corp), Credit Agreement (Apache Corp), Term Loan 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 by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) in the case of Indemnified Taxes (including Other Taxes), the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Xm Investment LLC), Credit Agreement (Sirius Xm Radio Inc.), Credit Agreement (Xm Investment 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 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 or any Lender (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make 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: Aircraft Security Agreement (Bristow Group Inc), Credit Agreement (Bristow Group Inc), Term Loan Credit Agreement (Bristow Group Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any Note 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 Sectionsubsection) the Administrative Agent or Lender (as the case may be) Bank 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 (Franklin Resources Inc), Credit Agreement (Franklin Resources Inc), Credit Agreement (Franklin 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 Global Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Apache Corp), Credit Agreement (Apache Corp), Credit Agreement (Apache Corp)
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 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 or a Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower 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 4 contracts
Samples: Credit Agreement (Kinder Morgan Energy Partners L P), Credit Agreement (Kinder Morgan Energy Partners L P), Credit Agreement (Kinder Morgan Energy Partners L P)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Obligations hereunder or under any Other Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required Applicable Law requires any payor of an amount hereunder to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) in the case of Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) Recipient receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions in accordance with Applicable Law, and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority Body in accordance with applicable lawApplicable Law.
Appears in 4 contracts
Samples: Credit Agreement (Boot Barn Holdings, Inc.), Joinder Agreement (Boot Barn Holdings, Inc.), Joinder Agreement (Boot Barn 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 or Agent, 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: Assignment and Assumption (Education Realty Operating Partnership L P), Credit Agreement (Education Realty Operating Partnership L P), Credit Agreement (Education Realty Trust, Inc.)
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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: 364 Day Revolving Credit Agreement (Fortune Brands Inc), Day Revolving Credit Agreement (Fortune Brands Inc), Day Revolving Credit Agreement (Fortune Brands Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder and under any other Loan Document 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 is 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 that, after making all required deductions (including deductions applicable to additional sums payable under this Section) ), the Administrative Agent or Lender (as the case may be) applicable Credit Party 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 4 contracts
Samples: Credit Agreement (Hawaiian Electric Industries Inc), Credit Agreement (Hawaiian Electric Industries Inc), Credit Agreement (Hawaiian Electric 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 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co), Agreement (Sunoco Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Obligations hereunder or under any Other Document shall be made free and clear of and without deduction reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrower Borrowers shall be required by Applicable Law to deduct any Indemnified Taxes or (including any Other Taxes Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) applicable Recipient receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority Body in accordance with applicable lawApplicable Law.
Appears in 4 contracts
Samples: Term Loan Credit and Security Agreement (Quantum Corp /De/), Security Agreement (Quantum Corp /De/), Security Agreement (Quantum Corp /De/)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower or the Guarantor hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or the Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or the Guarantor shall make such deductions and (iii) the Borrower or the Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 4 contracts
Samples: Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block Inc)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower Issuer hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Issuer shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) subject to Section 7.3(c) below, 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 7.3) the Administrative Agent or Lender (as the case may be) recipient receives an amount equal to the sum that it would have received had no such deductions been made, (ii) the Borrower Issuer shall make such deductions and (iii) the Borrower Issuer shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Master Agreement (PHH Corp), Master Agreement (PHH Corp), Purchase and Sale (PHH Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower AFC-II hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided PROVIDED that if the Borrower AFC-II shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) subject to Section 7.2(c) below, 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 7.2) the Administrative Agent or Lender (as the case may be) recipient receives an amount equal to the sum that it would have received had no such deductions been made, (ii) the Borrower AFC-II shall make such deductions and (iii) the Borrower AFC-II shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Operating Lease Loan Agreement (Avis Group Holdings Inc), Operating Lease Loan Agreement (Avis Group Holdings Inc), Operating Lease Loan Agreement (Avis Group Holdings 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 Agent, Lender or Lender Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower 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 lawRequirements of Law.
Appears in 3 contracts
Samples: Credit Agreement (Kaiser Aluminum Corp), Credit Agreement (Kaiser Aluminum Corp), Credit Agreement (Kaiser Aluminum Corp)
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 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable 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, Credit Agreement (Level 3 Parent, LLC), 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 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 such required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Oaktree Capital Group, LLC)
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 Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Quanta Capital Holdings LTD), Credit Agreement (Quanta Capital Holdings LTD), Credit Agreement (Quanta Capital Holdings LTD)
Taxes. (a) Any and all payments by or on account of any obligation Obligation of the Borrower hereunder under this Agreement or the Term Note 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 or Lender (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make 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 (United Community Banks Inc), Credit Agreement (United Community Banks Inc), Term Loan Agreement (BNC Bancorp)
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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (Jda Software Group Inc), Credit Agreement (Morgans Hotel Group Co.), Credit Agreement (Morgans Hotel Group Co.)
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 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Metlife Inc), Day Credit Agreement (Metlife Inc), 364 Day Credit Agreement (Metlife 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 or the Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Raymond James Financial Inc), Assignment and Assumption (Old Republic International Corp), Credit Agreement (Medtronic Inc)
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 PROVIDED that if the Borrower Company shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 7.3) the Administrative Funding Agent or Lender (as the case may be) such APA Bank receives an amount equal to the sum that 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: Execution Copy (United Stationers Supply Co), Pooling Agreement (United Stationers Supply Co), Execution Copy (Core Mark 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 SectionSection 2.21) the Administrative Agent Agent, any Lender or Lender any 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 3 contracts
Samples: Credit Agreement (Aaron's Company, Inc.), Credit Agreement (Aaron's Company, Inc.), Credit Agreement (Aaron's Company, 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Secured Term Loan Agreement (H&f Investors Iv LLC), Credit Agreement (E Trade Financial Corp), Secured Term Loan Agreement (Silver Lake Investors Lp)
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 an applicable withholding agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.17) the Administrative each Agent or and Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions of Indemnified Taxes or Other Taxes been made, (ii) the Borrower withholding agent shall be entitled to make such deductions and (iii) the Borrower 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 (Horizon Therapeutics Public LTD Co), Credit Agreement (Horizon Therapeutics Public LTD Co), Credit Agreement (Horizon Therapeutics Public LTD Co)
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 or the relevant 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: Reimbursement Agreement (SPX Corp), Collateral Agreement (SPX Corp), SPX 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) each of the Administrative Agent Agents or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Belo a H Corp), Credit Agreement (Belo Corp), Credit Agreement (Belo a H 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Joinder Agreement (Material Sciences Corp), Joinder Agreement (Material Sciences Corp), Loan and Security Agreement (Smith & Wesson Holding Corp)
Taxes. (a) Any and all payments by or on an account of any obligation of the Borrower any Loan Party 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 Agent, Lender or Lender Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower such 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: Supplemental Agreement, Year Credit Agreement (Gatx Corp), Year Credit Agreement (Gatx Financial 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 Agent, Lender or Lender Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Gatx Financial Corp), Credit Agreement (Gatx Financial Corp), Year Credit Agreement (Gatx Financial Corp)
Taxes. (a) Any and all payments by or on account of the Company hereunder or under any obligation of the Borrower hereunder other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower Company shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (the applicable Lender, as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower 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: Term Credit Agreement (Waters Corp /De/), Credit Agreement (Waters Corp /De/), Edwards Lifesciences Corp
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Assignment and Assumption (Hawaiian Telcom Holdco, Inc.), Senior Secured Loan Agreement, Senior Secured Loan Agreement
Taxes. (a) Any and all payments by or on an 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 Agent, the Issuing Bank or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower 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 (Northwestern Steel & Wire Co), Credit Agreement (Northwestern Steel & Wire Co), Credit Agreement (Northwestern Steel & Wire 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 that, after making all required deductions (including deductions applicable to additional sums payable under this Section) Section 2.11), the Administrative Agent or relevant Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions deduction been made, (ii) the Borrower shall make such deductions deduction, and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.
Appears in 3 contracts
Samples: Tranche B Credit Agreement (Microcell Telecommunications Inc), Credit Agreement (Microcell Telecommunications Inc), Credit Agreement (Microcell Telecommunications 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower Borrowers shall make such deductions and (iii) the Borrower Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Conns Inc), Credit Agreement (Conns 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 2.14) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Strategic Realty Trust, Inc.), Credit Agreement (Strategic Realty Trust, Inc.), Revolving Credit Agreement (TNP Strategic Retail Trust, 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 2.16) the Administrative Agent or Lender (as the case may be) any Noteholder 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: Note Purchase Agreement (Affinity Group Holding Inc), Note Purchase Agreement (Affinity Group Inc), Note Purchase Agreement (Affinity Group Holding, 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Capital Trust Inc), Credit Agreement (Capital Trust 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 Agent, any Lender or Lender the Issuing Bank (as the case may be) receives shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Revolving Credit Agreement (American Healthways Inc), Revolving Credit Agreement (American Healthways 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Advanced Radio Telecom Corp), Advanced Radio Telecom Corp
Taxes. (a) 20.1 Any and all payments by or on account of any obligation obligations of the Borrower Guarantor 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 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 or Lender (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 Guarantor shall make such deductions and (iii) the Borrower Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable lawLaw.
Appears in 2 contracts
Samples: Credit Agreement (Great American Financial Resources Inc), Credit Agreement (American Financial Group 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 Agent, Lender or Lender Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Gatx Financial Corp), Credit Agreement (Gatx Financial 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 SectionSection 2.25) the Administrative Agent or Lender (Lender, as the case may be) , receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower 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: Interim Term Loan Agreement (Realogy Corp), Interim Term Loan Agreement (Wyndham Worldwide Corp)
Taxes. (a) Any and all payments by or on account of any obligation of the Parent Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the a Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or the relevant Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX 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) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SectionSection 2.17) the Administrative Agent or any Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Lbi Media Holdings Inc), Lease Agreement (Lbi Media 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, except as required by applicable law; 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) Section 2.18), the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. For purposes of this Section 2.18, the term “applicable law” includes FATCA.
Appears in 2 contracts
Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower 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 or withholdings (including deductions applicable to additional sums payable under this SectionSection 2.10) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions or withholdings and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority governmental authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Green Plains Renewable Energy, Inc.), Credit Agreement (Green Plains Renewable Energy, 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Day Credit Agreement (Crane Co /De/), Term Loan Credit Agreement (Crane 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 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 or any Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Term Loan Agreement (Lbi Media Holdings Inc), Term Loan Agreement (Lbi Media 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) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or a Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Borrower shall make such deductions and (iii) the applicable Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Kerr McGee Corp), Credit Agreement (Kerr McGee 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 or the relevant Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Waste Management Inc /De/), Credit Agreement (Waste Management 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 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 or the Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower 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 2 contracts
Samples: Credit Agreement (Horizon Global Corp), Intercreditor Agreement (Horizon Global 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 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 Managing Administrative Agent or affected Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Countrywide Financial Corp), Credit Agreement (Countrywide Financial 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 applicable Withholding Agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower applicable Withholding Agent shall make such deductions deductions, and (iii) the Borrower applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Plains Gp Holdings Lp)
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 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Metlife Inc), Five Year Credit Agreement (Metlife 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 Agent, Lender or Lender Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: And Restatement Agreement (Endo Health Solutions Inc.), Credit Agreement (Endo Pharmaceuticals 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 deduc tions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (McDermott International Inc), Credit Agreement (McDermott 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 if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from any such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Loan Agreement (Teva Pharmaceutical Industries LTD), Loan Agreement (Teva Pharmaceutical Industries LTD)
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 Agent, Lender or Lender (Issuing Bank, as the case may be) applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower 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 (Universal City Travel Partners), Credit Agreement (Universal City Development Partners LTD)
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) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such Borrower shall make such deductions and (iii) the such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: And Restatement Agreement (Carnival Corp), 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 are required to be deducted from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent Agent, Lender or Lender Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make or cause to be made such deductions and (iii) the Borrower shall pay or cause to be paid the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (GNC Acquisition Holdings Inc.), Credit Agreement (General Nutrition 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 or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Nelnet Inc), Credit Agreement (Nelnet 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 or Agent, Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Credit Agreement (Wellpoint Health Networks Inc /De/), Credit Agreement (Medtronic 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 or each Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes or Other Taxes been made, (ii) the Borrower applicable Withholding Agent shall make such deductions and (iii) the Borrower applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
Appears in 2 contracts
Samples: Term Loan Agreement (Medtronic PLC), Term Loan Agreement (Medtronic PLC)
