Grossing-up. Each payment made by a Guarantor to the Secured Parties under this Agreement shall be made free and clear of and without deduction for or on account of tax unless such Guarantor is required to make such payment subject to the deduction or withholding of tax, in which case the sum payable by that Guarantor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Security Parties receive and retain (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
Appears in 3 contracts
Sources: Guarantee and Adherence Agreement, Guarantee and Adherence Agreement, Guarantee and Adherence Agreement
Grossing-up. Each payment made by a the Guarantor to the Secured Parties Collateral Agent under this Agreement Deed shall be made free and clear of and without deduction for or on account of tax Tax unless such the Guarantor is required to make such payment subject to the deduction or withholding of taxTax, in which case the sum payable by that the Guarantor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Security Parties receive Collateral Agent receives and retain retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
Appears in 2 contracts
Sources: Guarantee and Indemnity (Lombard Medical, Inc.), Guarantee and Indemnity (Lombard Medical, Inc.)
Grossing-up. Each payment made by a Guarantor to the Secured Parties under this Agreement shall be made free and clear of and without deduction for or on account of tax unless such Guarantor is required to make such payment subject to the deduction or withholding of tax, in which case the sum payable by that Guarantor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Security Secured Parties receive and retain (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
Appears in 1 contract
Sources: Guarantee and Adherence Agreement
Grossing-up. Each payment made by a Guarantor to the Secured Parties under this Agreement shall be made free and clear of and without deduction for or on account of tax Tax unless such Guarantor is required to make such payment subject to the deduction or withholding of taxTax, in which case the sum payable by that Guarantor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Security Secured Parties receive and retain (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.
Appears in 1 contract
Sources: Guarantee Agreement