Common use of Grossing-up of Payments Clause in Contracts

Grossing-up of Payments. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by such Credit Party to the Administrative Agent or any Lender under any of the Loan Documents: (a) such Credit Party shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as such Credit Party becomes aware of it; (b) such Credit Party shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Credit Party) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date and retains a net sum equal to what it would have received and retained had no such deduction, withholding or payment been required or made; and (d) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Credit Party shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Grossing-up of Payments. If any Credit Party the Company or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by such Credit Party the Company to the Administrative Agent or any Lender under any of the Loan Documents: (a) such Credit Party the Company shall notify the Administrative Agent or such Lender of any such requirement or any change in any such requirement as soon as such Credit Party the Company becomes aware of it; (b) such Credit Party the Company shall pay remit any such Tax before the date on which penalties attach thereto, such payment remittance to be made (if the liability to pay is imposed on such Credit Partythe Company) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by such Credit Party the Company in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date and retains a net sum equal to what it would have received and retained had no such deduction, withholding or payment been required or made; and (d) within thirty (30) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment remittance of any Tax which it is required by clause (b) above to payremit, such Credit Party the Company shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

Grossing-up of Payments. If any Credit Party Obligor or any other Person person is required by law to make any deduction or withholding on account of any such Tax tax or other amount from any sum paid or payable by such Credit any Obligor to any Senior Finance Party to under the Administrative Agent or any Lender under any of the Loan Documents:Senior Finance Documents:- (a) such Credit Party Obligor shall notify the Administrative Facility Agent of any such requirement or any change in any such requirement as soon as such Credit Party Obligor becomes aware of it; (b) such Credit Party Obligor shall pay any such Tax tax or other amount before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Credit Party) for its own account or (if unless that liability is imposed on the Administrative Agent or such Lender, as the any other party in which case may be) it shall be made on behalf of and in the name of the Administrative Agent or such Lenderthat party; (c) the sum payable by such Credit Party Obligor in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deductiondeduction or withholding, withholding or payment, the Administrative Agent or such Lender, as the case may be, that party receives on the due date and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to what the sum which it would have received and so retained had no such deduction, deduction or withholding or payment been required or made; and (d) within thirty (30) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Tax tax or other amount which it is required by clause Clause 12.2(b) (bGrossing-Up of Payments) above to pay, such Credit Party Obligor shall deliver to the Administrative Facility Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof of such payment to the relevant taxing or other authority.

Grossing-up of Payments. If any Credit Party Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax tax from any sum paid or payable by such Credit Party Borrower to the Administrative Agent or any Lender Syndication Party under any of the Loan Documents: (a) such Credit Party Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as such Credit Party Borrower becomes aware of it; (b) such Credit Party Borrower shall pay any such Tax before the date on which penalties attach theretotax when such tax is due, such payment to be made (if the liability to pay is imposed on such Credit PartyBorrower) for its own account or (if that liability is imposed on the Administrative Agent or such LenderSyndication Party, as the case may be) on behalf of and in the name of the Administrative Agent or such LenderSyndication Party; (c) the sum payable by such Credit Party Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such LenderSyndication Party, as the case may be, receives on the due date and retains a net sum equal to what it would have received and retained had no such deduction, withholding or payment been required or made; andand 1697821.11-New York Server 7A - MSW (d) within thirty (30) days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Tax tax which it is required by clause (b) above to pay, such Credit Party Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Syndication Party under clause (c) above except to the extent that any change after the date on which such Syndication Party became a Syndication Party in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date on which such Syndication Party became a Syndication Party, in respect of payments to such Syndication Party.

Grossing-up of Payments. If any Credit Party Borrowers or any other Person is required by law to make any deduction or withholding on account of any such Tax (other than an Excluded Tax) from any sum paid or payable by such Credit Party Borrowers to the Administrative Agent or any Lender under any of the Loan Documents: (a) such Credit Party Borrowers shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as such Credit Party becomes Borrowers become aware of it; (b) such Credit Party Borrowers shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Credit PartyBorrowers) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) the sum payable by such Credit Party Borrowers in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date and retains a net sum equal to what it would have received and retained had no such deduction, withholding or payment been required or made; and (d) within thirty (30) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Credit Party Borrowers shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.;

Grossing-up of Payments. If any Credit Party Obligor or any other Person person is required by law to make any deduction or withholding on account of any such Tax tax or other amount from any sum paid or payable by such Credit any Obligor to any Senior Finance Party to under the Administrative Agent or any Lender under any of the Loan Senior Finance Documents: (a) such Credit Party Obligor shall notify the Administrative Facility Agent of any such requirement or any change in any such requirement as soon as such Credit Party Obligor becomes aware of it; (b) such Credit Party Obligor shall pay any such Tax tax or other amount before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Credit Party) for its own account or (if unless that liability is imposed on the Administrative Agent or such Lender, as the any other party in which case may be) it shall be made on behalf of and in the name of the Administrative Agent or such Lenderthat party; (c) the sum payable by such Credit Party Obligor in respect of which the relevant deduction, deduction or withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deductiondeduction or withholding, withholding or payment, the Administrative Agent or such Lender, as the case may be, that party receives on the due date and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to what the sum which it would have received and so retained had no such deduction, deduction or withholding or payment been required or made; and (d) within thirty (30) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Tax tax or other amount which it is required by clause Clause 12.2(b) (bGrossing-Up of Payments) above to pay, such Credit Party Obligor shall deliver to the Administrative Facility Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof of such payment to the relevant taxing or other authority.

Grossing-up of Payments. If any Credit Party the Borrower or any other Person person is required by law to make any deduction or withholding on account of any such Relevant Tax or other amount from any sum paid or payable by such Credit the Borrower to any Finance Party to under the Administrative Agent or any Lender under any of the Loan Finance Documents: (a) such Credit Party the Borrower shall notify the Administrative Facility Agent of any such requirement or any change in any such requirement as soon as such Credit Party the Borrower becomes aware of it; (b) such Credit Party the Borrower shall pay any such Relevant Tax or other amount before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Credit Party) for its own account or (if unless that liability is imposed on the Administrative Agent or such Lender, as the any other party in which case may be) it shall be made on behalf of and in the name of the Administrative Agent or such Lenderthat party; (c) the sum payable by such Credit Party the Borrower in respect of which the relevant deduction, deduction or withholding or payment of Relevant Tax is required shall be increased to the extent necessary to ensure that, after the making of that deductiondeduction or withholding, withholding or payment, the Administrative Agent or such Lender, as the case may be, that Finance Party receives on the due date and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to what the sum which it would have received and so retained had no such deduction, deduction or withholding or payment been required or made; and (d) within thirty (30) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Relevant Tax or other amount which it is required by clause paragraph (b) above to pay, such Credit Party the Borrower shall deliver to the Administrative Facility Agent evidence reasonably satisfactory to the other affected parties of such deduction, deduction or withholding or payment and of the remittance thereof of such payment to the relevant taxing or other authority.

Grossing-up of Payments. If any Credit Party Borrower or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by such Credit Party Borrower to the Administrative Agent or any Lender under any of the Loan Documents: (a) such Credit Party Borrower shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as such Credit Party Borrower becomes aware of it; (b) such Credit Party Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on such Credit PartyBorrower) for its own account or (if that liability is imposed on the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender; (c) if such Tax is an Indemnified Tax, the sum payable by such Credit Party Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative Agent or such Lender, as the case may be, receives on the due date and retains a net sum equal to what it would have received and retained had no such deduction, withholding or payment been required or made; and (d) within thirty (30) 30 days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty (30) 30 days after the due date of payment of any Tax which it is required by clause (b) above to pay, such Credit Party Borrower shall deliver to the Administrative Agent and the affected Lenders evidence reasonably satisfactory to Administrative Agent and the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.;