Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) income, gross receipts or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 4 contracts
Sources: Credit Agreement (Analex Corp), Credit Agreement (Analex Corp), Credit Agreement (Analex Corp)
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding withholding, unless required by Law, for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Lender, gross receipts income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrower Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower Borrowers shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower Borrowers showing payment thereof.
Appears in 4 contracts
Sources: Credit Agreement (Curtiss Wright Corp), Short Term Credit Agreement (Curtiss Wright Corp), Short Term Credit Agreement (Curtiss Wright Corp)
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Lender, gross receipts income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 3 contracts
Sources: Credit Agreement (Black Box Corp), Credit Agreement (Black Box Corp), Short Term Credit Agreement (Black Box Corp)
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) income, gross receipts excluding income or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein hereby (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, thereafter the Borrower Borrowers shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower Borrowers showing payment thereof.
Appears in 3 contracts
Sources: Loan and Guaranty Agreement (Seneca Foods Corp), Loan and Guaranty Agreement (Seneca Foods Corp), Loan and Guaranty Agreement (Seneca Foods Corp)
Payments Net of Taxes. All payments made by the Borrower and prepayments of principal and interest under this Agreement or any other Loan Document shall be made free net of any taxes (excluding Excluded Taxes) and clear ofcosts (which are compensated under Section 2.6.1 above) resulting from having principal outstanding at or computed with reference to an Effective LIBO Rate. Without limiting the generality of the preceding obligation, illustrations of such taxes and without reduction costs as to which payments are to be made net of are taxes, or the withholding of amounts for or on account oftaxes, of any present or future nature whatsoever including income, stamp excise, interest equalization taxes (other than United States or other state income taxes, ) as well as all levies, imposts, dutiesduties or fees whether now in existence or as the result of a change in or promulgation of any treaty, chargesstatute, feesregulation, deductions or withholdingsinterpretation thereof or any directive guideline or otherwise by a central bank or fiscal authority (whether or not having the force of law) or a change in the basis of, now or hereafter imposedthe time of payment of, levied, collected, withheld or assessed by any Governmental Authority, such taxes and all liabilities with respect thereto, excluding
(i) income, gross receipts or franchise taxes imposed on the other amounts resulting therefrom. Each Lender by the jurisdiction organized under the laws of which a jurisdiction outside of the Lender is organized or any political subdivision or taxing authority thereof or therein or as United States (a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement “Foreign Lender”) shall provide to the Borrower and the transactions contemplated herebyAdministrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or other applicable forms, and
(ii) income, gross receipts certificates or franchise taxes imposed documents prescribed by any jurisdiction in which the Internal Revenue Service of the United States certifying as to such Foreign Lender’s lending offices which make entitlement to complete exemption from United States withholding tax under an applicable statute or book Loans are located or any political subdivision or taxing authority thereof or therein tax treaty with respect to payments to be made to such Foreign Lender hereunder (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “TaxesCertificates of Exemption”). Each Foreign Lender shall provide such Certificates of Exemption on or before the Closing Date, and shall provide Certificates of Exemption on or before the first business day of each taxable year of such Foreign Lender thereafter. Each Foreign Lender that becomes a Lender pursuant to Section 13.3 after the Closing Date shall provide Certificates of Exemption on or before the date such Foreign Lender becomes a Lender and on or before the first business day of each taxable year of such Foreign Lender thereafter. If any Taxes are a Foreign Lender does not provide a Certificate of Exemption to Borrower and the Administrative Agent within the time periods set forth in the preceding sentence, Borrower shall withhold taxes from payments to such Foreign Lender at the applicable statutory rates and Borrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to be withheld or deducted pay, provided that all such withholding shall cease upon delivery by such Foreign Lender of a Certificate of Exemption to Borrower and Administrative Agent. Each Lender that is not a Foreign Lender and is not exempt from any amounts payable to backup withholding under the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Code with respect to payments made in connection with under this Agreement or any other Loan Documentshall provide a properly completed and executed IRS Form W-9 to the Borrower promptly after becoming a Lender under this Agreement. If a Lender fails to comply with its obligations under the preceding sentence and Borrower pays backup withholding as a result of such failure, as promptly as possible thereafterBorrower shall be permitted to deduct the amount withheld from the amount it otherwise would have been required to pay to the Lender. Without limiting the foregoing, the Borrower shall send timely pay any Other Taxes to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofrelevant governmental authority in accordance with applicable law.
Appears in 3 contracts
Sources: Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc)
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender Agent or such Bank by the jurisdiction under the laws of which the Lender Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless the Borrower is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender Agent or any Bank under this Agreement or any other Loan Document, the applicable Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender Agent or such Bank shall be increased to the extent necessary to yield to the Lender Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the a Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the such Borrower shall send to the LenderAgent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the such Borrower showing payment thereof. If a Bank determines in its sole discretion in good faith that it has received a refund in respect of any Taxes as to which it has been indemnified by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.11. such Bank shall promptly after the date of such receipt pay over the amount of such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Borrower under this Section 2.11 with respect to Taxes giving rise to such refund and only to the extent that such Bank has determined that the amount of any such refund is directly attributable to payments made under this Agreement), net of all reasonable expenses of such Bank (including additional Taxes attributable to such refund, as determined by such Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). A Borrower receiving any such payment from a Bank shall, upon demand, pay to such Bank any amount paid over to such Borrower by such Bank (plus penalties, interest or other charges) in the event such Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.11(a) shall entitle a Borrower to have access to the records of any Bank, including, without limitation, tax returns.
Appears in 2 contracts
Sources: Short Term Revolving Credit Agreement (Exel LTD), Revolving Credit Agreement (Exel LTD)
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Lender, gross receipts income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Curtiss Wright Corp), Short Term Credit Agreement (Curtiss Wright Corp)
Payments Net of Taxes. All payments made by the Borrower and prepayments of principal and interest under this Agreement or any other Loan Document shall be made free without withholding or deduction for or on account of any present or future tax, assessment or other governmental charge (including penalties, interest and clear ofother liabilities related thereto) imposed upon or as a result of such payment by any political subdivision or taxing authority of any jurisdiction in which the Borrower is organized or doing business ("Withholding Taxes") unless the withholding or deduction of such Withholding Taxes is required by law. In that event, and without reduction the Borrower will pay to the Agent such additional amounts as may be necessary in order that every net payment made hereunder, after deduction or withholding for or on account ofof any Withholding Taxes, will not be less than the amount to be paid hereunder, except that no such additional amounts shall be payable for or on account of any tax, assessment or other governmental charge:
(a) that would not have been imposed but for the existence of any present or future incomeformer connection between the Agent or the applicable Lender and the jurisdiction imposing such Withholding Taxes including, stamp without limitation, the Agent or the applicable Lender having engaged in a trade or business therein, or having or having had a permanent establishment therein (other taxes, levies, imposts, duties, charges, fees, deductions than the mere ownership of a participation in the Loan or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excludingmere receipt of payment under this Agreement);
(ib) income, gross receipts that would not have been imposed but for the failure of the Agent or franchise taxes imposed on the applicable Lender by the to comply with income tax laws and regulations of any such jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein therein, if such compliance is required to establish entitlement to an exemption from such tax, assessment or as a result other governmental charge;
(c) that is based on the net income of the Agent or the applicable Lender and would not have been imposed but for the mere ownership of a connection between Lender and any jurisdiction other than a connection resulting solely from participation in the Loan or the mere receipt of payment under this Agreement and the transactions contemplated hereby, andAgreement;
(iid) income, gross receipts or franchise taxes imposed by to which any jurisdiction in which person that is a transferee of the Lender’s lending offices which make or book Loans are located Agent or any political subdivision Lender is subject immediately following the transfer or taxing authority thereof to which such transferee will become subject under a tax law, regulation or therein (all such non-excluded taxesother legal pronouncement or holding that has been enacted, leviesissued or announced as of the date of the transfer, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased in either case except to the extent necessary that the transferor was or would have become subject to yield such Withholding Taxes;
(e) any combination of (a), (b), (c) and (d) above (the Withholding Taxes described in clauses (a) through (d) for which no additional amounts are payable, are hereinafter referred to the Lender as (after payment of all "Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof").
Appears in 2 contracts
Sources: Loan Agreement (Shelbourne Properties I Inc), Loan Agreement (Newkirk Master Lp)
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any present or future income, stamp or other and all taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
excluding (ix) incomein the case of each Lender, gross receipts each Issuer and the Administrative Agent, net income taxes imposed on such Lender, such Issuer or the Administrative Agent, as the case may be, by the United States or a political subdivision thereof, and net income taxes and franchise taxes imposed on such Lender, such Issuer or the Lender Administrative Agent, as the case may be, by the jurisdiction under the laws of which such Lender or the Lender Administrative Agent, as the case may be, is organized or by any political subdivision thereof, and (y) in the case of each Lender, net income taxes and franchise taxes imposed on such Lender by the jurisdiction in which is located the Lender’s lending office which makes or books a particular extension of credit hereunder or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductionsdeduction, charges or charges, withholdings and liabilities being hereinafter called referred to as “Taxes”). If any Borrower shall be required by Law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to the Lender under this Agreement or any other Loan DocumentDocument to any Lender, any Issuer or the Borrower shall pay Administrative Agent, (i) the relevant amount of such Taxes and the amounts so sum payable to the Lender shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.09) such Lender, such Issuer or the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the LenderAdministrative Agent, as the case may be, a certified copy of receives an original official receipt amount equal to the sum it would have received by had no such deductions been made, (ii) such Borrower shall make such deductions, and (iii) such Borrower shall pay the Borrower showing payment thereoffull amount deducted to the relevant taxation authority or other authority in accordance with applicable Law.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Air Products & Chemicals Inc /De/), Revolving Credit Agreement (Air Products & Chemicals Inc /De/)
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Lender, gross receipts income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrower Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower Borrowers shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower Borrowers showing payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Black Box Corp), Credit Agreement (Norstan Inc)
Payments Net of Taxes. All payments made by the Borrower Account Parties and Borrowers under this Agreement Agreement, any Note, or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding
(i) in the case of each Agent and each Bank, income, gross receipts profits, gains or franchise taxes imposed on the Lender such Agent or such Bank by the jurisdiction under the laws of which the Lender such Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Agent or such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) in the case of each Bank, income, gross receipts profits, gains or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make issue Letters of Credit or book which makes Loans hereunder are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless an Account Party or Borrower is required by Law to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender any Agent or any Bank under this Agreement or any other Loan Transaction Document, subject to Section 2.13(c) hereof, the applicable Account Party or Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender such Agent or such Bank shall be increased (the amount of such increase, an "Additional Amount") to the extent necessary to yield to the Lender such Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Transaction Documents. Whenever any Taxes are paid by the an Account Party or a Borrower with respect to payments made in connection with this Agreement or any other Loan Transaction Document, as promptly as possible thereafter, the such Account Party or such Borrower shall send to such Agent for its own account or to the LenderAdministrative Agent for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the such Account Party or such Borrower showing payment thereof.. If an Agent or a Bank determines in its sole discretion in good faith that it has received a refund in respect of, or that it has been able to utilize to offset its liability for Taxes a credit (a "utilized credit") in respect of, any Taxes as to which it has been indemnified by an Account Party or a Borrower, or with respect to which an Account Party or a Borrower has paid additional amounts pursuant to this Section 2.13, such Agent or such Bank shall promptly after the date of such receipt pay over the amount of such refund or utilized credit to such Account Party or such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by an Account Party or a Borrower under this Section 2.13 with respect to Taxes giving rise to such refund or utilized credit and only to the extent that such Agent or such Bank has determined that the amount of any such refund or utilized credit is directly attributable to payments made under this Agreement), net of all reasonable expenses of such Agent or such Bank (including additional Taxes attributable to such refund or utilized credit, as determined by such Agent or such Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund or utilized credit). An Account Party or a Borrower receiving any such payment from an Agent or a Bank shall, upon demand, pay to such Agent or such Bank any amount paid over to such Account Party or such
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
EXCLUDING (ix) in the case of each Lender and the Agent, net income taxes (but not withholding taxes imposed on gross interest income) imposed on such Lender or the Agent (as the case may be) by the United States, gross receipts or and net income taxes and franchise taxes imposed on such Lender or the Lender Agent (as the case may be) by the jurisdiction under the laws of which such Lender or the Lender Agent (as the case may be) is organized or by any political subdivision thereof, and (y) in the case of each Lender, net income taxes and franchise taxes imposed on such Lender by the jurisdiction in which is located the Lender's lending office which makes or books a particular extension of credit hereunder or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductionsdeduction, charges or charges, withholdings and liabilities being hereinafter called “referred to as "Taxes”"). If any Loan Party shall be required by law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable Document to the Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the extent necessary to yield to the Lender Agent (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, a certified copy of an original official receipt received by (ii) such Loan Party shall make such deductions, and (iii) such Loan Party shall pay the Borrower showing payment thereoffull amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) income, gross receipts income or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s 's lending offices which make or book Revolving Credit Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding
(i) incomein the case of each Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender such Agent or such Bank by the jurisdiction under the laws of which the Lender such Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank or Agent and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless the Borrower is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender either Agent or any Bank under this Agreement or any other Loan Document, the applicable Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender such Agent or such Bank shall be increased to the extent necessary to yield to the Lender such Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the a Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the such Borrower shall send to the LenderAdministrative Agent for its own account or for the account of the other Agent or such Bank, as the case may be, a certified copy of an original official receipt received by the such Borrower showing payment thereof. If a Bank or either Agent determines in its sole discretion in good faith that it has received a refund in respect of any Taxes as to which it has been indemnified by a Borrower, or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.11, such Bank or Agent shall promptly after the date of such receipt pay over the amount of such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Borrower under this Section 2.11 with respect to Taxes giving rise to such refund and only to the extent that such Bank or Agent has determined that the amount of any such refund is directly attributable to payments made under this Agreement), net of all reasonable expenses of such Bank or Agent (including additional Taxes attributable to such refund, as determined by such Bank or Agent) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). A Borrower receiving any such payment from a Bank or Agent shall, upon demand, pay to such Bank or Agent any amount paid over to such Borrower by such Bank or Agent (plus penalties, interest or other charges) in the event such Bank or Agent is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.11(a) shall entitle a Borrower to have access to the records of any Bank or Agent, including, without limitation, tax returns.
Appears in 1 contract
Sources: Short Term Revolving Credit Agreement (Xl Capital LTD)
Payments Net of Taxes. All payments made by the Borrower any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
excluding (ix) in the case of each Lender and the Agent, net income taxes (but not withholding taxes imposed on gross interest income) imposed on such Lender or the Agent (as the case may be) by the United States, gross receipts or and net income taxes and franchise taxes imposed on such Lender or the Lender Agent (as the case may be) by the jurisdiction under the laws of which such Lender or the Lender Agent (as the case may be) is organized or by any political subdivision thereof, and (y) in the case of each Lender, net income taxes and franchise taxes imposed on such Lender by the jurisdiction in which is located the Lender's lending office which makes or books a particular extension of credit hereunder or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductionsdeduction, charges or charges, withholdings and liabilities being hereinafter called “referred to as "Taxes”"). If any Loan Party shall be required by law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable Document to the Lender or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the extent necessary to yield to the Lender Agent (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, a certified copy of an original official receipt received by (ii) such Loan Party shall make such deductions, and (iii) such Loan Party shall pay the Borrower showing payment thereoffull amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of each Agent, gross receipts the LC Issuer and each Lender, income or franchise taxes imposed on such Agent, the LC Issuer or such Lender by the jurisdiction under the laws of which such Agent, the LC Issuer or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent, the LC Issuer or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of the LC Issuer and each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the LC Issuer or such Lender’s 's lending offices which issue or book Letters of Credit, or make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”"TAXES"). If any Taxes are required to be withheld or deducted from any amounts payable to any Agent, the LC Issuer or any Lender under this Agreement or any other Loan Document, the Borrower Borrowers, as their joint and several obligation, shall pay the relevant amount of such Taxes and the amounts so payable to such Agent, the LC Issuer or such Lender shall be increased to the extent necessary to yield to such Agent, the LC Issuer or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the a Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower Company (acting on behalf of the applicable Borrower) shall send to the Administrative Agent for its own account or for the account of the LC Issuer or such Lender, as the case may be, a certified copy of an original official receipt received by the applicable Borrower showing payment thereof. In the event that after the applicable Borrower shall have paid any additional amount under this Section 2.16(a)(ii) with respect to any Loan or any Letter of Credit the Lender or the LC Issuer, as the case may be, shall have received a refund or credit of any Taxes paid by such Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender or the LC Issuer receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by such Borrower, such Lender or the LC Issuer shall refund to such Borrower such additional amount or any portion thereof with respect to which such Lender or the LC Issuer receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender, the LC Issuer or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).
Appears in 1 contract
Sources: Term Loan and Revolving Credit Agreement (Foster Wheeler LTD)
Payments Net of Taxes. All Provided that each Lender and the Agent shall have complied with the provisions of Section 2.11(iii), all payments made by the Borrower Co-Borrowers under this Loan Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or 84 other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including, without limitation, any taxes assessed by the United States, any State in the United States, Canada and/or any Province in Canada, and all liabilities with respect thereto, excluding
(ia) incomein the case of the Agent and each Lender, gross receipts net income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and (whether or not attributable to the transactions contemplated hereby), and
(iib) incomein the case of each Lender, gross receipts net income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded nonexcluded taxes, levies, imposts, duties, deductions, charges charges, fees or withholdings of such Governmental Authorities, including, without limitation, any taxes assessed by the United States, any State in the United States, Canada and/or any Province in Canada, being hereinafter called “referred to as the "Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Loan Agreement or any other Loan Document, the Borrower Co-Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Co-Borrowers with respect to payments made in connection with this Loan Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower Co-Borrowers shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower Co-Borrowers showing payment thereof.
Appears in 1 contract
Sources: Revolving Credit Loan and Term Loan Agreement (DRS Technologies Inc)
Payments Net of Taxes. All The Borrower shall make all payments made by the Borrower under pursuant to this Agreement without set-off or any other Loan Document counterclaim and, except as otherwise provided by law, all such payments shall be made free and clear of, and exempt from, and without reduction or withholding deduction for or on account of, any present Tax. If any Tax is required to be deducted or future incomewithheld from any payment to be made by the Borrower hereunder (in particular, stamp and without restricting the generality of these presents, should the Lead Borrower utilize the credit facilities offered hereby in its capacity of Borrower, and withholding taxes are levied on payments made to the Lenders or other taxesany of them by the taxing authorities of the United States of America), levies, imposts, duties, charges, fees, the Borrower shall promptly remit to the Lenders concerned such additional amount as may be necessary so that the net amount received by each Lender concerned after all required withholdings or deductions or withholdings, now or hereafter imposed, levied, collected, will not be less than the amount that such Lender would have received had such Tax not been withheld or assessed deducted. If any Tax is required to be deducted or withheld from any payment made by any Governmental Authoritythe Borrower hereunder, and all liabilities with respect thereto, excludingthe Borrower shall:
(ia) incomemake such withholding or deduction;
(b) remit the full amount deducted or withheld to the relevant taxing authority; and
(c) furnish to the relevant Lender within 30 days after the date on which the payment of any Tax is due, gross receipts or franchise taxes imposed on the Lender certified copies of any receipt evidencing such payment by the jurisdiction under Borrower. The Borrower further covenants to indemnify the laws Lenders in respect of which the Lender is organized any claim or any political subdivision or taxing authority thereof or therein or loss incurred as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts Borrower's delay or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required failure to be withheld or deducted from any amounts payable remit to the taxing authorities amounts so deducted or withheld in respect of any such Tax, including penalties and interest after any Lender under this Agreement concerned has given notice to the Borrower of such claim or any other Loan Documentloss. At the Agent's request, the Borrower shall pay from time to time execute and deliver any and all further documents as may be necessary or advisable to give full force and effect to any increase in the relevant amount rate of such Taxes and the amounts so payable to the Lender shall be increased to the extent interest or fees which is necessary to yield to the Lender (after payment of all Taxes) Lenders interest or any such other amounts payable hereunder and fees at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofaforesaid rates.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower Account Parties and Borrowers under this Agreement Agreement, any Note, or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding
(i) in the case of each Agent and each Bank, income, gross receipts profits, gains or franchise taxes imposed on the Lender such Agent or such Bank by the jurisdiction under the laws of which the Lender such Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Agent or such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) in the case of each Bank, income, gross receipts profits, gains or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make issue Letters of Credit or book which makes Loans hereunder are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless an Account Party or Borrower is required by Law to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender any Agent or any Bank under this Agreement or any other Loan Transaction Document, subject to Section 2.13(c) hereof, the applicable Account Party or Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender such Agent or such Bank shall be increased (the amount of such increase, an "Additional Amount") to the extent necessary to yield to the Lender such Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.other
Appears in 1 contract
Payments Net of Taxes. (a) All payments made by the Borrower Seller payable under this Agreement or any other Loan Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any present or future income, stamp or other taxes, fees, levies, imposts, deductions, duties, charges, fees, deductions withholdings or withholdings, now or hereafter imposed, levied, collected, withheld or assessed other charges imposed by any Governmental Authoritytaxing authority, and all liabilities with respect thereto, excluding
, in the case of each Bank Purchaser, taxes imposed on or measured by its net income, and franchise taxes and branch profit taxes, imposed on it (i) income, gross receipts or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender such Bank Purchaser is organized or any political subdivision thereof and, in the case of each Bank Purchaser, taxes imposed on or taxing authority thereof measured by its net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction of such Bank Purchaser's appropriate Purchasing Office or therein any political subdivision thereof, and (ii) by a jurisdiction in which any payments are to be made by the Seller hereunder, other than the United States of America, the United Kingdom, or The Netherlands, or any political subdivision of any thereof, and that would not have been imposed but for the existence of a connection between such Bank Purchaser and the jurisdiction imposing such taxes (other than a connection arising as a result of this Agreement or the transactions contemplated by this Agreement), except in the case of taxes described in this clause (ii) to the extent such taxes are imposed as a result of a connection between Lender and change in the law or regulations of any jurisdiction other than a connection resulting solely from or any applicable treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof after the date of this Agreement and the transactions contemplated hereby(all such excluded net income taxes, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which and branch profit taxes being herein collectively referred to as the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein ("Excluded Taxes"; all such non-excluded taxes, fees, levies, imposts, deductions, duties, withholdings or other charges or withholdings liabilities being hereinafter called “herein collectively referred to as "Taxes”"). If the Seller shall be required by law to deduct any Taxes are from or in respect of any sum payable hereunder to any Bank Purchaser or the Administrative Agent, (x) the sum so payable shall be increased by such amount (the "Gross-up Amount") as may be necessary so that after making all required deductions (including deductions with respect to be withheld Taxes owed by such Bank Purchaser or deducted from the Administrative Agent (as the case may be) on any amounts Gross-up Amount payable under this Section 13.3) such Bank Purchaser or the Administrative Agent (as the case may be) receives an amount equal to the Lender sum it would have received had no such deductions been made, (y) the Seller shall make such deductions and (z) the Seller shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(b) The Seller will indemnify each Bank Purchaser and the Administrative Agent for the full amount of Taxes (together with any Taxes or Excluded Taxes owed by such Bank Purchaser or the Administrative Agent (as the case may be) applicable to any Gross-up Amount or on the indemnification payments made by the Seller under this Section 13.3(b), but without duplication thereof), and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Excluded Taxes were correctly or legally asserted so as to compensate such Bank Purchaser or the Administrative Agent (as the case may be) for any loss, cost, expense or liability incurred as a consequence of any such Taxes. Payment pursuant to such indemnification shall be made within ten (10) Business Days from the date such Bank Purchaser or the Administrative Agent makes written demand therefor on the Seller.
(c) Within thirty (30) days after the date of the Seller's payment of Taxes, the Seller will furnish the relevant Bank Purchaser, at its appropriate Purchasing Office, with the original or a certified copy of a receipt evidencing payment thereof.
(d) Each Bank Purchaser that is a foreign Person (that is, a Person other than a United States Person as defined in the Internal Revenue Code of 1986, as amended) hereby agrees that:
(i) Such Bank Purchaser shall, prior to the time it becomes a Bank Purchaser hereunder, deliver to the Seller: (x) for each Purchasing Office of such Bank Purchaser located in the United States of America three (3) accurate and complete signed originals of Internal Revenue Service Form 4224 or any successor thereto ("Form 4224"), and/or (y) for each Purchasing Office of such Bank Purchaser located outside the United States of America, three (3) accurate and complete signed originals of Internal Revenue service form 1001 or any successor thereto ("Form 1001"); in each case indicating that such Bank Purchaser, on the date of delivery thereof, is entitled to receive payments for the account of such Purchasing Office -92- 100 under this Agreement free from withholding of United States federal income tax; provided, that if the Form 4224 or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the LenderForm 1001, as the case may be, supplied by a certified copy Bank Purchaser fails to establish a complete exemption from United States withholding tax as of the date such Bank Purchaser becomes a Bank Purchaser, such Bank Purchaser shall, within 15 days after a written request from the Seller deliver to the requesting party the forms or other documents necessary to establish a complete exemption from United States withholding tax as of such date; (ii) If at any time such Bank Purchaser changes its Purchasing Office or selects an original official receipt received additional Purchasing Office, it shall, at the same time or reasonably promptly thereafter (but only to the extent the forms previously delivered by it hereunder are no longer effective) deliver to the Seller in replacement for the forms previously delivered by it hereunder: (x) for each changed or additional Purchasing Office located in the United States of America, three (3) accurate and complete signed originals of Form 4224; or (y) otherwise, three (3) accurate and complete signed originals of Form 1001; in each case indicating that such Bank Purchaser is on the date of delivery thereof entitled to receive payments for the account of such changed or additional Purchasing Office under this Agreement free from withholding of United States Federal income tax.
(e) In addition to the documents to be furnished pursuant to Section 13.3(d) above, each Bank Purchaser shall, promptly upon the reasonable request of the Seller to that effect, deliver to the requesting party such other accurate and complete forms or similar documentation as such Bank Purchaser is legally able to provide and as may be required from time to time by any applicable law, treaty, rule or regulation of any jurisdiction in order to establish such Bank Purchaser's tax status for withholding purposes or as may otherwise be appropriate to eliminate or minimize any Taxes on payments under this Agreement. Each Bank Purchaser furnishing forms to the Seller or Interface pursuant to the requirements of Section 13.3(d) or this subsection (e), shall furnish copies of such forms to the Administrative Agent at the same time delivery of such forms is made to the Seller.
(f) The Seller shall not be required to pay any amounts pursuant to Section 13.3(a) or (b) above to any Bank Purchaser for the account of any Purchasing Office of such Bank Purchaser in respect of any United States withholding taxes payable hereunder (and the Seller, if required by law to do so, shall be entitled to withhold such amounts and pay such amount to the United States government) if the obligation to pay such amounts would not have arisen but for a failure by such Bank Purchaser to comply with its obligations under Section 13.3(d), and if such Bank Purchaser shall not be entitled to exemption from deduction or withholding of United States Federal income tax in respect of the payment of such sum by the Borrower showing Seller hereunder for the account of such Purchasing Office for, in each such case, any reason other than a change in United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date such Bank Purchaser became a Bank Purchaser hereunder.
(g) Within sixty (60) days of the written request of the Seller, each Bank Purchaser shall execute and deliver such certificates, forms and other documents, which can be reasonably furnished consistent with the facts and which are reasonably necessary to assist the Seller in applying for refunds of Taxes remitted by the Seller hereunder.
(h) Each Bank Purchaser shall use reasonable efforts to avoid or minimize any amounts which might otherwise be payable by the Seller pursuant to this Section 13.3, except to the extent that a Bank Purchaser determines that such efforts would be disadvantageous to such Bank Purchaser, as determined by such Bank Purchaser and which determination, if made in good faith, shall be binding and conclusive on all parties hereto.
(i) To the extent that the payment thereofof any Bank Purchaser's Taxes by the Seller hereunder gives rise from time to time to a Tax Benefit (as hereinafter defined) to such Bank Purchaser in any jurisdiction other than the jurisdiction which imposed such Taxes, such Bank Purchaser shall pay to the Seller the amount of each such Tax Benefit so recognized or received. The amount of each Tax Benefit and, therefore, payment to the Seller will be determined from time to time by the relevant Bank Purchaser in its sole discretion, which determination shall be binding and conclusive on all parties hereto. Each such payment will be due and payable by such Bank Purchaser to the Seller within a reasonable time after the filing of the income tax return in which such Tax Benefit is recognized or, in the case of any tax refund, after the refund is received; provided, however, if at any time thereafter such Bank Purchaser is required to rescind such Tax Benefit or such Tax Benefit is otherwise disallowed or nullified, the Seller shall promptly, after notice thereof from such Bank Purchaser, repay to such Bank Purchaser the amount of such Tax Benefit previously paid to it and rescinded, disallowed or nullified. For purposes of this subsection, the term "Tax Benefit" shall mean the amount by which any Bank Purchaser's income tax liability for the taxable period in question is reduced below that which would have been payable had the Seller not been required to pay the Bank Purchaser's Taxes. In case of any dispute with respect to the amount of any payment due by any Bank Purchaser to the Seller under this subsection (i), the Seller shall not have any right to any offset or withholding with respect to future payments due to such Bank Purchaser under this Agreement.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account offor, any and all present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
excluding (ix) incomein the case of the Agent and each Lender, gross receipts income taxes imposed on the Agent or such Lender by the United States, and income taxes and franchise taxes imposed on the Lender or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or by any political subdivision or taxing authority thereof or therein or as a result thereof, and (y) in the case of a connection between Lender each Lender, net income taxes and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed on such Lender by any the jurisdiction in which the Lender’s lending offices which make or book Loans are 's Applicable Lending Office is located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If the Borrower shall be required by law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to the Lender under this Agreement or any other Loan DocumentDocument to the Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including without limitation deductions applicable to additional sums payable under this Section 2.12) the Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the relevant full amount of such Taxes and the amounts so payable deducted to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest relevant taxation authority or any such other amounts payable hereunder at the rates or authority in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower accordance with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofapplicable law.
Appears in 1 contract
Sources: Credit Agreement (Aasche Transportation Services Inc)
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) income, gross receipts excluding income or franchise taxes imposed on the Lender by the United States or the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein hereby (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, thereafter the Borrower Borrowers shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower Borrowers showing payment thereof.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower hereunder or under this Agreement any Note will be made without setoff, counterclaim or any other Loan Document shall defense. Except as provided in Section 5.7(b), all such payments will be made free and clear of, and without reduction deduction or withholding for or on account offor, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) income, gross receipts jurisdiction or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or as a result measured by the net income or profits of a connection between Lender and any pursuant to the laws of the jurisdiction other than a connection resulting solely from this Agreement and in which it is organized or the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s principal office or applicable lending offices which make or book Loans are office of such Lender is located or any political subdivision or taxing authority thereof or therein therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges or withholdings being hereinafter called referred to collectively as “Taxes”). If any Taxes are required so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be withheld or deducted from any necessary so that every payment of all amounts payable to the Lender due under this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall pay determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the relevant preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are so levied or imposed and paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Infousa Inc)
Payments Net of Taxes. All Provided that each Lender and the Administrative Agent or, with respect to the Canadian Revolving Credit Loan Facility, the Canadian Collateral Agent shall have complied with the provisions of SECTION 2.13(iii), all payments made by the Borrower Borrowers under this Loan Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including, without limitation, any taxes assessed by the United States, any State in the United States, Canada and/or any Province in Canada, and all liabilities with respect thereto, excluding
(ia) incomein the case of the Administrative Agent or, gross receipts with respect to the Canadian Revolving Credit Loan Facility, the Canadian Collateral Agent and each Lender, net income or franchise taxes imposed on the such Agent and/or such Lender by the jurisdiction under the laws of which the such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent or Lender and any jurisdiction other than a connection resulting solely from this Agreement and (whether or not attributable to the transactions contemplated hereby), and
(iib) incomein the case of each Lender, gross receipts net income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, deductions, charges charges, fees or withholdings of such Governmental Authorities, including, without limitation, any taxes assessed by the United States, any State in the United States, Canada and/or any Province in Canada, being hereinafter called “referred to as the "Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Administrative Agent or, with respect to the Canadian Revolving Credit Loan Facility, the Canadian Collateral Agent or any Lender under this Loan Agreement or any other Loan Document, the Borrower Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the such Agent or such Lender shall be increased to the extent necessary to yield to the such Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Borrowers with respect to payments made in connection with this Loan Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower Borrowers shall send to the Administrative Agent or, with respect to the Canadian Revolving Credit Loan Facility, the Canadian Collateral Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower Borrowers showing payment thereof.
Appears in 1 contract
Sources: Revolving Credit Loan Agreement (Cantel Medical Corp)
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of any Lender Party, gross receipts income or franchise taxes imposed on the such Lender Party by the jurisdiction under the laws of which the such Lender Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the any Lender Party under this Agreement or any other Loan Document, the Borrower Borrowers, jointly and severally, shall pay the relevant amount of such Taxes and the amounts so payable to the such Lender Party shall be increased to the extent necessary to yield to the such Lender Party (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower Borrowers shall send to the Agent for its own account or for the account of the Issuer or such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower Borrowers showing payment thereof.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower under this Loan Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityAuthorities, including, without limitation, any taxes assessed by the United States of America and/or any state in the United States of America, and all liabilities with respect thereto, excluding
(i) income, gross receipts or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts excluding net income or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, deductions, charges charges, fees or withholdings of such Governmental Authorities, including, without limitation, any taxes assessed by the United States of America and/or any state in the United States of America, being hereinafter called collectively referred to as the “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Loan Agreement or any other Loan DocumentDocument (including, without limitation, as a result of any change in law arising after the Closing Date), the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Loan Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower hereunder or under this Agreement any Note will be made without setoff, counterclaim or any other Loan Document shall defense. Except as provided in Section 5.7(b), all such payments will be made free and clear of, and without reduction deduction or withholding for or on account offor, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) income, gross receipts jurisdiction or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or as a result measured by the net income or profits of a connection between Lender and any pursuant to the laws of the jurisdiction other than a connection resulting solely from this Agreement and in which it is organized or the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s principal office or applicable lending offices which make or book Loans are office of such Lender is located or any political subdivision or taxing authority thereof or therein therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges or withholdings being hereinafter called “referred to collectively as "Taxes”"). If any Taxes are required so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be withheld or deducted from any necessary so that every payment of all amounts payable to the Lender due under this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to infoUSA Amended and Restated Credit Agreement the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall pay determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the relevant preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are so levied or imposed and paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Infousa Inc)
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) income, gross receipts income or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Black Box Corp)
Payments Net of Taxes. All payments made by the Borrower Account Parties under this Agreement or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender Agent or such Bank by the jurisdiction under the laws of which the Lender Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make or book Loans issue Letters of Credit are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Non-Excluded Taxes”"), unless an Account Party is required to withhold or deduct Non-Excluded Taxes. If any Non-Excluded Taxes are required to be withheld or deducted from any amounts payable to the Lender Agent or any Bank under this Agreement or any other Loan Transaction Document, the Borrower applicable Account Party shall pay the relevant amount of such Non-Excluded Taxes and the amounts so payable to the Lender Agent or such Bank shall be increased to the extent necessary to yield to the Lender Agent or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Transaction Documents. Whenever any Non-Excluded Taxes are paid by the Borrower an Account Party with respect to payments made in connection with this Agreement or any other Loan Transaction Document, as promptly as possible thereafter, the Borrower such Account Party shall send to the LenderAgent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the Borrower such Account Party showing payment thereof. If the Agent or a Bank determines in its sole discretion in good faith that it has received a refund in respect of any Non-Excluded Taxes as to which it has been indemnified by an Account Party, or with respect to which an Account Party has paid additional amounts pursuant to this Section 2.18, the Agent or such Bank shall promptly after the date of such receipt pay over the amount of such refund to such Account Party (but only to the extent of indemnity payments made, or additional amounts paid, by an Account Party under this Section 2.18 with respect to Non-Excluded Taxes giving rise to such refund and only to the extent that the Agent or such Bank has determined that the amount of any such refund is directly attributable to payments made under this Agreement), net of all reasonable expenses of the Agent or such Bank (including additional Non-Excluded Taxes attributable to such refund, as determined by the Agent or such Bank) and without interest (other than interest, if any, paid by the relevant Governmental Authority with respect to such refund). An Account Party receiving any such payment from the Agent or a Bank shall, upon demand, pay to the Agent or such Bank any amount paid over to such Account Party by the Agent or such Bank (plus penalties, interest or other charges) in the event the Agent or such Bank is required to repay any portion of such refund to such Governmental Authority. Nothing in this Section 2.18(a) shall entitle an Account Party to have access to the records of the Agent or any Bank, including, without limitation, tax returns.
Appears in 1 contract
Sources: Letter of Credit Facility and Reimbursement Agreement (Xl Capital LTD)
Payments Net of Taxes. All payments made by the Borrower Account Parties under this Agreement or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender Agent or such Bank by the jurisdiction under the laws of which the Lender Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make or book Loans issue Letters of Credit are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless an Account Party is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender Agent or any Bank under this Agreement or any other Loan Transaction Document, the Borrower applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable to the Lender Agent or such Bank shall be increased to the extent necessary to yield to the Lender Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Transaction Documents. Whenever any Taxes are paid by the Borrower an Account Party with respect to payments made in connection with this Agreement or any other Loan Transaction Document, as promptly as possible thereafter, the Borrower such Account Party shall send to the LenderAgent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the Borrower such Account Party showing payment thereof. If the Agent or a Bank determines in its sole discretion in good faith that it has received a refund in respect of any Taxes as to which it has been indemnified by an Account Party, or with respect to which an Account Party has paid additional amounts pursuant to this Section 2.13, the Agent or such Bank shall promptly after the date of such receipt pay over the amount of such refund to such Account Party (but only to the extent of indemnity payments made, or additional amounts paid, by an Account Party under this Section 2.13 with respect to Taxes giving rise to such refund and only to the extent that the Agent or such Bank has determined that the amount of any such refund is directly attributable to payments made under this Agreement), net of all reasonable expenses of the Agent or such Bank (including additional Taxes attributable to such refund, as determined by the Agent or such Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). An Account Party receiving any such payment from the Agent or a Bank shall, upon demand, pay to the Agent or such Bank any amount paid over to such Account Party by the Agent or such Bank (plus penalties, interest or other charges) in the event the Agent or such Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the Agent or any Bank, including, without limitation, tax returns.
Appears in 1 contract
Sources: Letter of Credit Facility and Reimbursement Agreement (Xl Capital LTD)
Payments Net of Taxes. (a) All payments made by the Borrower and prepayments of principal and interest under this Agreement or any other Loan Document shall be made free without withholding or deduction for or on account of any present or future tax, assessment or other governmental charge (including penalties, interest and clear ofother liabilities related thereto) imposed upon or as a result of such payment by any political subdivision or taxing authority of any jurisdiction in which each Borrower is organized or doing business (“Withholding Taxes”) unless the withholding or deduction of such Withholding Taxes is required by law. In that event, and without reduction the subject Borrower will pay to the Administrative Agent such additional amounts as may be necessary in order that every net payment made hereunder, after deduction or withholding for or on account ofof any Withholding Taxes, will not be less than the amount to be paid hereunder, except that no such additional amounts shall be payable for or on account of any present or future incometax, stamp assessment or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excludinggovernmental charge:
(i) income, gross receipts that would not have been imposed but for the existence of any present or franchise taxes imposed on former connection between the Administrative Agent or the applicable Lender by and the jurisdiction imposing such Withholding Taxes including, without limitation, the Administrative Agent or the applicable Lender having engaged in a trade or business therein, or having or having had a permanent establishment therein (other than the mere ownership of a participation in the Loan or mere receipt of payment under this Agreement);
(ii) that would not have been imposed but for the failure of the Administrative Agent or the applicable Lender to comply with income tax laws and regulations of which the Lender is organized any such jurisdiction or any political subdivision or taxing authority thereof or therein therein, if such compliance is required to establish entitlement to an exemption from such tax, assessment or as a result other governmental charge;
(iii) that is based on the net income of the Administrative Agent or the applicable Lender and would not have been imposed but for the mere ownership of a connection between Lender and any jurisdiction other than a connection resulting solely from participation in the Loan or the mere receipt of payment under this Agreement and the transactions contemplated hereby, andAgreement;
(iiiv) income, gross receipts or franchise taxes imposed by to which any jurisdiction in which person that is a transferee of the Lender’s lending offices which make or book Loans are located Administrative Agent or any political subdivision Lender is subject immediately following the transfer or taxing authority thereof to which such transferee will become subject under a tax law, regulation or therein other legal pronouncement or holding that has been enacted, issued or announced as of the date of the transfer, in either case except to the extent that the transferor was or would have become subject to such Withholding Taxes;
(all such non-excluded taxesv) any combination of (i), levies(ii), imposts(iii) and (iv) above (the Withholding Taxes described in clauses (i) through (iv) for which no additional amounts are payable, deductions, charges or withholdings being are hereinafter called referred to as (“Excluded Taxes”). If any Taxes are required ).
(b) Each Lender organized under the laws of a jurisdiction outside of the United States (a “Foreign Lender”) shall provide to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the each Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest Administrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or any such other amounts payable hereunder at the rates applicable forms, certificates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid documents prescribed by the Borrower Internal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to exemption from United States withholding tax under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder (“Certificates of Exemption”). Each Foreign Lender shall provide such Certificates of Exemption on or before the Closing Date, and shall provide Certificates of Exemption on or before the first business day of each taxable year of such Foreign Lender thereafter. Each Foreign Lender that becomes a Lender pursuant to Section 13.3 after the Closing Date shall provide Certificates of Exemption on or before the date such Foreign Lender becomes a Lender and on or before the first business day of each taxable year of such Foreign Lender thereafter. Each Foreign Lender further agrees to provide each Borrower and the Administrative Agent with new Certificates of Exemption (x) upon the obsolescence of any letter, form, certificate or document previously delivered by the Foreign Lender to each Borrower and the Administrative Agent hereunder or (y) promptly after the occurrence of any event requiring a change in connection with this Agreement the status of the Foreign Lender or in any of the other Loan Documentinformation provided on the most recent letter, as promptly as possible thereafterform, certificate or document previously delivered by the Foreign Lender to the Borrowers and the Administrative Agent hereunder. If either Borrower shall send provide written notice to the Foreign Lender that new Certificates of Exemption are required, and if the Foreign Lender does not submit them within (30) days following the receipt of such notice and if the failure to do so increases the amount such Borrower otherwise must pay to or on behalf of the Foreign Lender, as then such Borrower is relieved of the case may beliability to pay the Foreign Lender the increased amount caused solely by such Foreign Lender’s failure to provide such Certificates and shall be permitted to deduct the increased withholding tax from the payment due to such Foreign Lender. Notwithstanding anything to the contrary in this clause (iii), each Borrower will remain liable to the Foreign Lender for all amounts not caused by such Foreign Lender’s failure to provide new Certificates of Exemption.
(c) Notwithstanding the foregoing, if a certified copy Foreign Lender that originally provided Certificates of Exemption indicating that such Foreign Lender was exempt from United States withholding tax thereafter ceases to qualify for such exemption, each Borrower shall be obligated for the payment of its allowable portion of all Withholding Taxes resulting from such subsequent non-exemption, but the Borrowers shall have the right to require such Foreign Lender to assign its pro rata share of the Loan (including its pro rata share of the interest accrued thereon) to one or more Eligible Assignees identified by such Borrower at a purchase price equal to the principal of and accrued but unpaid interest, costs, and fees (to the date of purchase) on such Foreign Lender’s pro rata share of the Loan. Until such Foreign Lender’s pro rata share of the Loan is assigned to an original official receipt received Eligible Assignee, such Foreign Lender, if eligible for a partial exemption from or a reduction in the rate of United States withholding tax under an applicable statute or tax treaty with respect to payments to be made to such Foreign Lender hereunder, shall provide to each Borrower and the Administrative Agent two properly completed and executed Internal Revenue Service Forms W-8BEN or other applicable forms, certificates or documents prescribed by the Borrower showing payment thereofInternal Revenue Service of the United States certifying as to such Foreign Lender’s entitlement to said partial exemption or reduction (“Certificates of Partial Exemption”), and the provisions of (iii) above shall continue to apply to such Foreign Lender substituting the words “Certificates of Partial Exemption” for “Certificates of Exemption” in (iii) above.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower Account Parties under this Agreement or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding,
(i) in the case of each Agent and each Bank, income, gross receipts profits, gains or franchise taxes imposed on the Lender such Agent or such Bank by the jurisdiction under the laws of which the Lender such Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) in the case of each Bank, income, gross receipts profits, gains or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make or book Loans issue Letters of Credit are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless an Account Party is required by Law to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender any Agent or any Bank under this Agreement or any other Loan Transaction Document, the Borrower applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable to the Lender such Agent or such Bank shall be increased to the extent necessary to yield to the Lender such Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Transaction Documents. Whenever any Taxes are paid by the Borrower an Account Party with respect to payments made in connection with this Agreement or any other Loan Transaction Document, as promptly as possible thereafter, the Borrower such Account Party shall send to such Agent for its own account or to the LenderAdministrative Agent for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the Borrower such Account Party showing payment thereof. If an Agent or a Bank determines in its sole discretion in good faith that it has received a refund in respect of, or that it has been able to utilize to offset its liability for Taxes a credit (a "utilized credit") in respect of, any Taxes as to which it has been indemnified by an Account Party, or with respect to which an Account Party has paid additional amounts pursuant to this Section 2.13, such Agent or such Bank shall promptly after the date of such receipt pay over the amount of such refund or utilized credit to such Account Party (but only to the extent of indemnity payments made, or additional amounts paid, by an Account Party under this Section 2.13 with respect to Taxes giving rise to such refund or utilized credit and only to the extent that such Agent or such Bank has determined that the amount of any such refund or utilized credit is directly attributable to payments made under this Agreement), net of all reasonable expenses of such Agent or such Bank (including additional Taxes attributable to such refund or utilized credit, as determined by such Agent or such Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund or utilized credit). An Account Party receiving any such payment from an Agent or a Bank shall, upon demand, pay to such Agent or such Bank any amount paid over to such Account Party by such Agent or such Bank (plus penalties, interest or other charges) in the event such Agent or such Bank is required to repay any portion of such refund or utilized credit to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of any Agent or any Bank, including, without limitation, tax returns.
Appears in 1 contract
Sources: Letter of Credit Facility and Reimbursement Agreement (Alleghany Corp /De)
Payments Net of Taxes. All payments made by the Borrower Company under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender Agent or such Bank by the jurisdiction under the laws of which the Lender Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make made or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender Agent or any Bank under this Agreement or any other Loan DocumentAgreement, the Borrower Company shall pay the relevant amount of such Taxes and the amounts so payable to the Lender Agent or such Bank shall be increased to the extent necessary to yield to the Lender Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan DocumentsAgreement. Whenever any Taxes are paid by the Borrower Company with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower Company shall send to the LenderAgent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the Borrower Company showing payment thereof.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
excluding (i) incomein the case of each Agent, gross receipts the LC Issuer and each Lender, income or franchise taxes imposed on such Agent, the LC Issuer or such Lender by the jurisdiction under the laws of which such Agent, the LC Issuer or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent, the LC Issuer or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
and (ii) incomein the case of the LC Issuer and each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the LC Issuer or such Lender’s 's lending offices which issue or book Letters of Credit, or make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to any Agent, the LC Issuer or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to such Agent, the LC Issuer or such Lender shall be increased to the extent necessary to yield to such Agent, the LC Issuer or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent for its own account or for the account of the LC Issuer or such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that after the Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan or any letter of Credit the Lender or the LC Issuer, as the case may be, shall have received a refund or credit of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender or the LC Issuer receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender or the LC Issuer shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender or the LC Issuer receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender, the LC Issuer or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
excluding (i) incomein the case of each Agent and each Lender, gross receipts income or franchise taxes imposed on the such Agent or such Lender by the jurisdiction under the laws of which the such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
and (ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the any Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the such Agent or such Lender shall be increased to the extent necessary to yield to the such Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that after the Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan the Lender shall have received a refund or credit of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).
Appears in 1 contract
Sources: Short Term Revolving Credit Agreement (Foster Wheeler Corp)
Payments Net of Taxes. All payments made by the Borrower each Subsidiary Guarantor under this Agreement or any other Loan Document shall be made free and clear of, of and without reduction or withholding deduction for or on account of, any and all present or future income, stamp or other taxes, levies, imposts, dutiesdeductions, charges, fees, deductions charges or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
excluding (ix) incomein the case of each Lender Party, gross receipts or net income taxes imposed on such Lender Party by the United States, and net income taxes and franchise taxes imposed on the such Lender Party by the jurisdiction under the laws Laws of which such Lender Party is organized or by any political subdivision thereof, and (y) in the case of each Lender Party, net income taxes and franchise taxes imposed on such Lender Party by the jurisdiction in which is located the Lender is organized Party's Lending Office or other office which makes or books a particular extension of credit or transaction under the Loan Documents or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductionsdeduction, charges or charges, withholdings and liabilities being hereinafter called “referred to as "Taxes”"). If any Subsidiary Guarantor shall be required by Law to deduct any Taxes are required to be withheld from or deducted from in respect of any amounts sum payable to the Lender under this Agreement or any other Loan DocumentDocument to any Lender Party, (i) the Borrower sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11) such Lender Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Subsidiary Guarantor shall make such deductions, and (iii) such Subsidiary Guarantor shall pay the relevant full amount of such Taxes and the amounts so payable deducted to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest relevant taxation authority or any such other amounts payable hereunder at the rates or authority in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower accordance with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereofapplicable Law.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower under --------------------- this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Lender, gross receipts income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such ▇▇▇▇▇▇'s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower Account Parties under this Agreement or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Issuing Bank, gross receipts income or franchise taxes imposed on the Lender Agent or such Issuing Bank by the jurisdiction under the laws of which the Lender Agent or such Issuing Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Issuing Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Issuing Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Issuing Bank's lending offices which make or book Loans issue Letters of Credit are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless an Account Party is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender Agent or any Issuing Bank under this Agreement or any other Loan Transaction Document, the Borrower applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable to the Lender Agent or such Issuing Bank shall be increased to the extent necessary to yield to the Lender Agent or such Issuing Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Transaction Documents. Whenever any Taxes are paid by the Borrower an Account Party with respect to payments made in connection with this Agreement or any other Loan Transaction Document, as promptly as possible thereafter, the Borrower such Account Party shall send to the LenderAgent for its own account or for the account of such Issuing Bank, as the case may be, a certified copy of an original official receipt received by the Borrower such Account Party showing payment thereof. If the Agent or an Issuing Bank determines in its sole discretion in good faith that it has received a refund in respect of any Taxes as to which it has been indemnified by an Account Party, or with respect to which an Account Party has paid additional amounts pursuant to this Section 2.13, the Agent or such Issuing Bank shall promptly after the date of such receipt pay over the amount of such refund to such Account Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Account Party under this Section 2.13 with respect to Taxes giving rise to such refund and only to the extent that the Agent or such Issuing Bank has determined that the amount of any such refund is directly attributable to payments made under this Agreement), net of all reasonable expenses of the Agent or such Issuing Bank (including additional Taxes attributable to such refund, as determined by the Agent or such Issuing Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). An Account Party receiving any such payment from the Agent or an Issuing Bank shall, upon demand, pay to the Agent or such Issuing Bank any amount paid over to such Account Party by the Agent or such Issuing Bank (plus penalties, interest or other charges) in the event the Agent or such Issuing Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the Agent or any Issuing Bank, including, without limitation, tax returns.
Appears in 1 contract
Sources: Letter of Credit Facility and Reimbursement Agreement (Xl Capital LTD)
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of each Agent and each Lender, gross receipts income or franchise taxes imposed on the such Agent or such Lender by the jurisdiction under the laws of which the such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”"TAXES"). If any Taxes are required to be withheld or deducted from any amounts payable to the any Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the such Agent or such Lender shall be increased to the extent necessary to yield to the such Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that after the Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan the Lender shall have received a refund or credit of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).
Appears in 1 contract
Sources: Short Term Revolving Credit Agreement (Foster Wheeler Corp)
Payments Net of Taxes. 7.5.1 All payments made by each Borrower will be made without setoff, counterclaim or other defence. Any payment to the Borrower under this Agreement or any other Loan Document Agent shall be made free and clear of, and without reduction deduction or withholding for or on account offor, any present or future income, stamp taxes or other charges of whatever nature now or hereafter imposed by any taxing authority in any jurisdiction with respect to such payments (but excluding any tax or other governmental charge imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes or other governmental charge (collectively referred to herein as "Taxes"). If any Taxes are so levied or imposed, the relevant Borrower shall pay the full amount of such Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the Agent such additional amounts as may be necessary so that every payment actually received by the Agent or relevant Lender will not be less than the amount which would otherwise have been received in the absence of such levy or imposition of Taxes. Each Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts, if any, or other evidence reasonably acceptable to the Agent evidencing such payment by such Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender, and for any taxes, levies, imposts, dutiesduties or charges paid by such Lender in respect of amounts paid to or on behalf of such Lender pursuant to this Section 7.5.1, chargesother than penalties, feesadditions to tax, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, interest and all liabilities with respect thereto, excluding
(i) income, gross receipts or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or expenses arising as a result of the willful misconduct or gross negligence of such Lender, within 30 days after the date upon which such Lender makes written demand therefor supported by a connection between Lender and copy of any jurisdiction other than a connection resulting solely from written assessment thereof. Notwithstanding the foregoing provisions of this Agreement and Section 7.5.1, the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender Borrower's obligations under this Agreement or any other Loan Document, the Borrower Section 7.5.1 shall pay the relevant amount not apply in respect of such Taxes and the amounts so payable to the a Lender shall be increased to the extent necessary to yield that such Lender has not complied with the provisions of Section 7.5.2 to the extent it is legally able to do so.
7.5.2 Each Lender that is not a United States person (after payment as such term is defined in Section 7701(a)(30) of all Taxesthe Internal Revenue Code of 1986, as amended) interest and that is entitled to an exemption from or any such other amounts payable hereunder at reduction of withholding tax under the rates law of the United States or in under a treaty to which the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower United States is a party, with respect to payments made in connection with under this Agreement or any other Loan Documentshall, as promptly as possible thereafter, the Borrower shall send to the extent it is legally able to do so, on or prior to the date hereof, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 17.1, on the date of such assignment or transfer to such Lender, and from time to time upon request from SLM, deliver to SLM, accurate, properly completed and properly executed documentation either prescribed by applicable law or reasonably requested by SLM (to the extent that such documentation reasonably requested by SLM will not, in the reasonable judgment of such Lender, be disadvantageous to such Lender), if the delivery of such documentation will permit such payments to be made without withholding or with withholding at a reduced rate, as the case may bebeo. SLM agrees to reimburse each Lender for any expense incurred by reason of complying with this Section 7.5.2.
7.5.3 If a Borrower pays any additional amount under Section 7.5.1 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund and, in the case of a certified copy Lender that is not exempt from tax, any reduction of or credit against its tax liabilities, with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an original official receipt received amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund. Nothing in this Section 7.5.3 shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or any other information to any Borrower showing payment thereofor any other Person.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower under --------------------- this Agreement or any other Loan Related Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp stamp, documentary, excise or other taxes, levies, imposts, duties, charges, feesfee, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding;
(i) incomein the case of each Bank Party, gross receipts income or franchise taxes imposed on the Lender such Bank Party by the jurisdiction under the laws of which the Lender such Bank Party is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank Party and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and,
(ii) incomein the case of each Bank Party, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank Party's lending offices which make or book Loans or issue Letters of Credit are located or any political subdivision or taxing authority thereof or therein, and
(iii) any taxes payable solely as a result of the failure of a Bank described in Section 10.12(g) to timely deliver the forms described therein to the extent required thereby, other than if such failure is due to a change in law occurring after the date on which a form originally was required to be provided or if no such form is required (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender any Bank Party under this Agreement or any other Loan Related Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender such Bank Party shall be increased to the extent necessary to yield to the Lender such Bank Party (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Related Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Related Document, as promptly as possible thereafter, the Borrower shall send to the LenderAdministrative Agent for its own account or for the account of such other Bank Party, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower under --------------------- this Loan Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(ia) incomein the case of the Lender, gross receipts income or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, ; and
(iib) incomein the case of the Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s 's lending offices which make or book Loans Revolving Credit Loans, are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Loan Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Loan Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender for its own account a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Sources: Revolving Credit Loan Agreement (Saga Systems Inc /De/)
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) income, gross receipts income or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between the Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein therein, (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, Lender a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Black Box Corp)
Payments Net of Taxes. 7.5.1 All payments made by each Borrower will be made without setoff, counterclaim or other defence. Any payment to the Borrower under this Agreement Paying Agent or any other Loan Document the Agent shall be made free and clear of, and without reduction deduction or withholding for or on account offor, any present or future income, stamp taxes or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, and all liabilities taxing authority in any jurisdiction with respect thereto, excluding
to such payments (i) income, gross receipts but excluding any tax or franchise taxes other governmental charge imposed on the Lender or measured by the jurisdiction under net income or net profits of a Lender pursuant to the laws of the jurisdiction in which the Lender it is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s principal office or applicable lending offices which make office of such Lender is located) and all interest, penalties or book Loans are located or any political subdivision or taxing authority thereof or therein (all similar liabilities with respect to such non-excluded taxes, levies, imposts, deductions, charges taxes or withholdings being hereinafter called “other governmental charge (collectively referred to herein as "Taxes”"). If any Taxes are required to be withheld so levied or deducted from any amounts payable to the Lender under this Agreement or any other Loan Documentimposed, the relevant Borrower shall pay the relevant full amount of such Taxes and the amounts so payable to the Lender relevant taxing authority in accordance with applicable law and shall be increased pay to the extent necessary to yield to Agent or the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the LenderPaying Agent, as the case may be, a certified copy of an original official receipt such additional amounts as may be necessary so that every payment actually received by the Paying Agent, the Agent or relevant Lender will not be less than the amount which would otherwise have been received in the absence of such levy or imposition of Taxes. Each Borrower showing will furnish to the Agent or the Paying Agent, as the case may be, within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts, if any, or other evidence reasonably acceptable to the Agent or the Paying Agent, as the case may be, evidencing such payment by such Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender, and for any taxes, levies, imposts, duties or charges paid by such Lender in respect of amounts paid to or on behalf of such Lender pursuant to this Section 7.5.1, other than penalties, additions to tax, interest and expenses arising as a result of the willful misconduct or gross negligence of such Lender, within 30 days after the date upon which such Lender makes written demand therefor supported by a copy of any written assessment thereof. Notwithstanding the foregoing provisions of this Section 7.5.1, a Borrower's obligations under this Section 7.5.1 shall not apply in respect of a Lender to the extent that such Lender has not complied with the provisions of Section 7.5.2 to the extent it is legally able to do so.
7.5.2 Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) and that is entitled to an exemption from or reduction of withholding tax under the law of the United States or under a treaty to which the United States is a party, with respect to payments under this Agreement shall, to the extent it is legally able to do so, on or prior to the date hereof, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 17.1, on the date of such assignment or transfer to such Lender, and from time to time upon request from THC, deliver to THC, accurate, properly completed and properly executed documentation prescribed by applicable law which is reasonably requested by THC (to the extent that such documentation reasonably requested by THC will not, in the reasonable judgment of such Lender, be disadvantageous to such Lender), if the delivery of such documentation will permit such payments to be made without withholding or with withholding at a reduced rate, as the case may be. THC agrees to reimburse each Lender for any expense incurred by reason of complying with this Section 7.5.2.
7.5.3 If a Borrower pays any additional amount under Section 7.5.1 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund and, in the case of a Lender that is not exempt from tax, any reduction of or credit against its tax liabilities, with respect to the taxable year in which the additional amount is paid, such Lender shall pay to a Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund. Nothing in this Section 7.5.3 shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or any other information to any Borrower or any other Person.
Appears in 1 contract
Sources: Credit Agreement (Hockey Co)
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Lender, gross receipts income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of each Agent and each Lender, gross receipts income or franchise taxes imposed on the such Agent or such Lender by the jurisdiction under the laws of which the such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the either Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the such Agent or such Lender shall be increased to the extent necessary to yield to the such Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower shall send to the Funding Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that after the Borrower shall have paid any additional amount under this Section 2.15(a) with respect to any Loan the Lender shall have received a refund of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender receives a refund of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender receives such refund. Nothing contained in this paragraph (a) shall require any Lender or Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of each Agent, gross receipts the LC Issuer and each Lender, income or franchise taxes imposed on such Agent, the LC Issuer or such Lender by the jurisdiction under the laws of which such Agent, the LC Issuer or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent, the LC Issuer or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of the LC Issuer and each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the LC Issuer or such Lender’s 's lending offices which issue or book Letters of Credit, or make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”"TAXES"). If any Taxes are required to be withheld or deducted from any amounts payable to any Agent, the LC Issuer or any Lender under this Agreement or any other Loan Document, the Borrower Borrowers, as their joint and several obligation, shall pay the relevant amount of such Taxes and the amounts so payable to such Agent, the LC Issuer or such Lender shall be increased to the extent necessary to yield to such Agent, the LC Issuer or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the a Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower Company (acting on behalf of the applicable Borrower) shall send to the Administrative Agent for its own account or for the account of the LC Issuer or such Lender, as the case may be, a certified copy of an original official receipt received by the applicable Borrower showing payment thereof. In the event that after the applicable Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan or any Letter of Credit the Lender or the LC Issuer, as the case may be, shall have received a refund or credit of any Taxes paid by such Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender or the LC Issuer receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by such Borrower, such Lender or the LC Issuer shall refund to such Borrower such additional amount or any portion thereof with respect to which such Lender or the LC Issuer receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender, the LC Issuer or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower Account Parties under --------------------- this Agreement or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental AuthorityOfficial Body, and all liabilities with respect thereto, excluding
(i) incomein the case of the Agent and each Bank, gross receipts income or franchise taxes imposed on the Lender Agent or such Bank by the jurisdiction under the laws of which the Lender Agent or such Bank is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender such Bank and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of each Bank, gross receipts income or franchise taxes imposed by any jurisdiction in which the Lender’s such Bank's lending offices which make or book Loans issue Letters of Credit are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “"Taxes”"), unless an Account Party is required to withhold or deduct Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Lender Agent or any Bank under this Agreement or any other Loan Transaction Document, the Borrower applicable Account Party shall pay the relevant amount of such Taxes and the amounts so payable to the Lender Agent or such Bank shall be increased to the extent necessary to yield to the Lender Agent or such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Transaction Documents. Whenever any Taxes are paid by the Borrower an Account Party with respect to payments made in connection with this Agreement or any other Loan Transaction Document, as promptly as possible thereafter, the Borrower such Account Party shall send to the LenderAgent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by the Borrower such Account Party showing payment thereof. If the Agent or a Bank determines in its sole discretion in good faith that it has received a refund in respect of any Taxes as to which it has been indemnified by an Account Party, or with respect to which an Account Party has paid additional amounts pursuant to this Section 2.13, the Agent or such Bank shall promptly after the date of such receipt pay over the amount of such refund to such Account Party (but only to the extent of indemnity payments made, or additional amounts paid, by an Account Party under this Section 2.13 with respect to Taxes giving rise to such refund and only to the extent that the Agent or such Bank has determined that the amount of any such refund is directly attributable to payments made under this Agreement), net of all reasonable expenses of the Agent or such Bank (including additional Taxes attributable to such refund, as determined by the Agent or such Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). An Account Party receiving any such payment from the Agent or a Bank shall, upon demand, pay to the Agent or such Bank any amount paid over to such Account Party by the Agent or such Bank (plus penalties, interest or other charges) in the event the Agent or such Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle an Account Party to have access to the records of the Agent or any Bank, including, without limitation, tax returns.
Appears in 1 contract
Sources: Letter of Credit Facility and Reimbursement Agreement (Xl Capital LTD)
Payments Net of Taxes. All Provided that each Lender and the Agent shall have complied with the provisions of subsection (iii) of this Section 2.10, all payments made by the Borrower Co-Borrowers under this Loan Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including, without limitation, any taxes assessed by the United States, any State in the United States, Canada and/or any Province in Canada, and all liabilities with respect thereto, excluding
(ia) incomein the case of the Agent and each Lender, gross receipts net income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and (whether or not attributable to the transactions contemplated hereby), and
(iib) incomein the case of each Lender, gross receipts net income or franchise taxes imposed by any jurisdiction in which the such Lender’s 's lending offices which make or book Loans loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, deductions, charges charges, fees or withholdings of such Governmental Authorities, including Canada and the United States, being hereinafter called “"Taxes”"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Loan Agreement or any other Loan Document, the Borrower Co-Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Loan Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower Co-Borrowers with respect to payments made in connection with this Loan Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower Co-Borrowers shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower Co-Borrowers showing payment thereof.
Appears in 1 contract
Sources: Revolving Credit Loan and Term Loan Agreement (DRS Technologies Inc)
Payments Net of Taxes. All payments made by the Borrower under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) incomein the case of each Agent, gross receipts the LC Issuer and each Lender, income or franchise taxes imposed on such Agent, the LC Issuer or such Lender by the jurisdiction under the laws of which such Agent, the LC Issuer or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent, the LC Issuer or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) incomein the case of the LC Issuer and each Lender, gross receipts income or franchise taxes imposed by any jurisdiction in which the LC Issuer or such Lender’s 's lending offices which issue or book Letters of Credit, or make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Taxes”"TAXES"). If any Taxes are required to be withheld or deducted from any amounts payable to any Agent, the LC Issuer or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to such Agent, the LC Issuer or such Lender shall be increased to the extent necessary to yield to such Agent, the LC Issuer or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan DocumentAgreement, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent for its own account or for the account of the LC Issuer or such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that after the Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan or any letter of Credit the Lender or the LC Issuer, as the case may be, shall have received a refund or credit of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender or the LC Issuer receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender or the LC Issuer shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender or the LC Issuer receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender, the LC Issuer or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).
Appears in 1 contract
Payments Net of Taxes. All payments made by the Borrower and prepayments of principal and interest under this Agreement or any other Loan Document shall be made free without withholding or deduction for or on account of any present or future tax, assessment or other governmental charge (including penalties, interest and clear ofother liabilities related thereto) imposed upon or as a result of such payment by any political subdivision or taxing authority of any jurisdiction in which each Borrower is organized or doing business ("Withholding Taxes") unless the withholding or deduction of such Withholding Taxes is required by law. In that event, and without reduction the subject Borrower will pay to the Agent such additional amounts as may be necessary in order that every net payment made hereunder, after deduction or withholding for or on account ofof any Withholding Taxes, will not be less than the amount to be paid hereunder, except that no such additional amounts shall be payable for or on account of any tax, assessment or other governmental charge:
(1) that would not have been imposed but for the existence of any present or future incomeformer connection between the Agent or the applicable Lender and the jurisdiction imposing such Withholding Taxes including, stamp without limitation, the Agent or the applicable Lender having engaged in a trade or business therein, or having or having had a permanent establishment therein (other taxes, levies, imposts, duties, charges, fees, deductions than the mere ownership of a participation in the Loan or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excludingmere receipt of payment under this Agreement);
(i2) income, gross receipts that would not have been imposed but for the failure of the Agent or franchise taxes imposed on the applicable Lender by the to comply with income tax laws and regulations of any such jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein therein, if such compliance is required to establish entitlement to an exemption from such tax, assessment or as a result other governmental charge;
(3) that is based on the net income of the Agent or the applicable Lender and would not have been imposed but for the mere ownership of a connection between Lender and any jurisdiction other than a connection resulting solely from participation in the Loan or the mere receipt of payment under this Agreement and the transactions contemplated hereby, andAgreement;
(ii4) income, gross receipts or franchise taxes imposed by to which any jurisdiction in which person that is a transferee of the Lender’s lending offices which make or book Loans are located Agent or any political subdivision Lender is subject immediately following the transfer or taxing authority thereof to which such transferee will become subject under a tax law, regulation or therein (all such non-excluded taxesother legal pronouncement or holding that has been enacted, leviesissued or announced as of the date of the transfer, imposts, deductions, charges or withholdings being hereinafter called “Taxes”). If any Taxes are required to be withheld or deducted from any amounts payable to the Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to the Lender shall be increased in either case except to the extent necessary that the transferor was or would have become subject to yield such Withholding Taxes;
(5) any combination of (a), (b), (c) and (d) above (the Withholding Taxes described in clauses (a) through (d) for which no additional amounts are payable, are hereinafter referred to the Lender as (after payment of all "Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof").
Appears in 1 contract
Payments Net of Taxes. All payments made to the Bank by the Borrower each Credit Party under this Agreement or any other Loan Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present Indemnified Taxes, unless such Credit Party is required to withhold or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) income, gross receipts or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “deduct Indemnified Taxes”). If any Indemnified Taxes are required to be withheld or deducted from any amounts payable to the Lender Bank under this Agreement or any other Loan Transaction Document, the Borrower applicable Credit Party shall pay the relevant amount of such Indemnified Taxes and the amounts so payable to the Lender Bank shall be increased to the extent necessary to yield to the Lender Bank (after payment of all Indemnified Taxes) interest or any such other amounts that would have been payable hereunder at the rates or in the amounts specified in this Agreement and under the other Loan DocumentsTransaction Documents had no such withholding or deduction been required. Whenever any Indemnified Taxes are paid by the Borrower a Credit Party with respect to payments made in connection with this Agreement or any other Loan Transaction Document, as promptly as possible thereafter, the Borrower such Credit Party shall send to the Lender, as the case may be, Bank a certified copy of an original official receipt received by the Borrower such Credit Party showing payment thereof. If the Bank determines in its sole discretion in good faith that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Credit Party, or with respect to which any Credit Party has paid additional amounts pursuant to this Section 2.13, the Bank shall promptly after the date of such receipt pay over the amount of such refund to such Credit Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section 2.13 with respect to the Indemnified Taxes giving rise to such refund and only to the extent that the Bank has determined that the amount of any such refund is directly attributable to payments made under this Agreement or another Transaction Document), net of all reasonable expenses of the Bank (including additional Taxes attributable to such refund, as determined by the Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). Each Credit Party shall, upon demand, repay to the Bank any amount paid over to such Credit Party by the Bank (plus penalties, interest or other charges) in the event the Bank is required to repay any portion of such refund to such Official Body. Nothing in this Section 2.13(a) shall entitle any Credit Party to have access to the records of the Bank, including, without limitation, tax returns.
Appears in 1 contract
Sources: Letter of Credit Facility and Reimbursement Agreement (Xl Capital LTD)
Payments Net of Taxes. All payments made by the Borrower hereunder or under this Agreement any Note will be made without setoff, counterclaim or any other Loan Document shall defense. Except as provided in Section 5.4(b), all such payments will be made free and clear of, and without reduction deduction or withholding for or on account offor, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) income, gross receipts jurisdiction or franchise taxes imposed on the Lender by the jurisdiction under the laws of which the Lender is organized or any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or as a result measured by the net income or profits of a connection between Lender and any pursuant to the laws of the jurisdiction other than a connection resulting solely from this Agreement and in which it is organized or the transactions contemplated hereby, and
(ii) income, gross receipts or franchise taxes imposed by any jurisdiction in which the Lender’s principal office or applicable lending offices which make or book Loans are office of such Lender is located or any political subdivision or taxing authority thereof or therein therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges or withholdings being hereinafter called “referred to collectively as "Taxes”"). If any Taxes are required so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be withheld or deducted from any necessary so that every payment of all amounts payable to the Lender due under this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall pay determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the relevant preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of such Taxes and the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are so levied or imposed and paid by the Borrower with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrower shall send to the such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.
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Sources: Credit Agreement (Infousa Inc)