CHANGE IN CIRCUMSTANCES; TAXES; COMPENSATION Sample Clauses

CHANGE IN CIRCUMSTANCES; TAXES; COMPENSATION. 56 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair 56 SECTION 8.02. Illegality 57 SECTION 8.03. Increased Cost and Reduced Return 58 SECTION 8.04. Base Rate Loans Substituted for Eurocurrency Loans 59 SECTION 8.05. Compensation 59 SECTION 8.06. Taxes 60 SECTION 8.07. Replacement of Banks 62 SECTION 8.08. Alternative Currency Matters 63 ARTICLE IX MISCELLANEOUS 65 SECTION 9.01. Notices 65 SECTION 9.02. No Waivers 66 SECTION 9.03. Expenses 67 SECTION 9.04. Indemnification; Waiver of Consequential Damages 67 SECTION 9.05. Sharing of Setoffs 67 SECTION 9.06. Amendments and Waivers 69 SECTION 9.07. No Margin Stock Collateral 70 SECTION 9.08. Successors and Assigns 70 SECTION 9.09. Confidentiality 72 SECTION 9.10. Representation by Banks 73 SECTION 9.11. Obligations Several 73 SECTION 9.12. Georgia Law 73 SECTION 9.13. Interpretation 73 SECTION 9.14. WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION 73 SECTION 9.15. Judgment Currency 74 SECTION 9.16. Counterparts 74 SECTION 9.17. Reversal of Payments 74 SECTION 9.18. Survival of Indemnities 74 SECTION 9.19. Integration 74 SECTION 9.20. USA Patriot Act 75 Exhibits EXHIBIT A-1 Form of Revolving Credit Note EXHIBIT A-2 Form of Dollar Term Note EXHIBIT A-3 Form of Euro Term Note EXHIBIT A-4 Form of Swing Loan Note EXHIBIT B Form of Opinion of Counsel for the Borrower EXHIBIT C Form of Assignment and Acceptance EXHIBIT D-1 Form of Notice of Borrowing EXHIBIT D-2 Form of Notice of Continuation or Conversion EXHIBIT E Form of Compliance Certificate Schedules Schedule 1.01(a) Revolving Credit Commitments, Term Loan Amounts and Lending Offices Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mandatory Cost Formulae Schedule 4.05 Litigation Schedule 4.08 Subsidiaries Schedule 5.06 Existing Liens FIVE YEAR CREDIT AGREEMENT THIS FIVE YEAR CREDIT AGREEMENT dated as of October 28, 2005, by and among MOHAWK INDUSTRIES, INC., as Borrower, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the other Banks from time to time party hereto.
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CHANGE IN CIRCUMSTANCES; TAXES; COMPENSATION. SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period:
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CHANGE IN CIRCUMSTANCES; TAXES; COMPENSATION. 41 SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair 41 SECTION 8.02. Illegality 41 SECTION 8.03. Increased Cost and Reduced Return 42 SECTION 8.04. Compensation 43 SECTION 8.05. Taxes. 43 SECTION 8.06. Replacement of Banks 44 SECTION 8.07. Alternative Currency Matters 45 Article IX MISCELLANEOUS 46 SECTION 9.01. Notices 46 SECTION 9.02. No Waivers 48 SECTION 9.03. Expenses 48 SECTION 9.04. Indemnification; Waiver of Consequential Damages 48 SECTION 9.05. Sharing of Setoffs 48 SECTION 9.06. Amendments and Waivers 49 SECTION 9.07. Successors and Assigns 50 SECTION 9.08. Confidentiality 52 SECTION 9.09. Representation by Banks 52 SECTION 9.10. Obligations Several 52 NY:791404.13 SECTION 9.11. Governing Law 52 SECTION 9.12. Interpretation 52 SECTION 9.13. CONSENT TO JURISDICTION 52 SECTION 9.14. Judgment Currency 53 SECTION 9.15. Counterparts 53 SECTION 9.16. Reversal of Payments 53 SECTION 9.17. Survival of Indemnities 53 SECTION 9.18. Integration 53 SECTION 9.19. Mohawk Credit Agreement Provisions 53 SECTION 9.20. USA Patriot Act. 54 SECTION 9.21. Additional Borrowers. 54 SECTION 9.22. Service of process 54 SECTION 9.23. Severability. 55
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CHANGE IN CIRCUMSTANCES; TAXES; COMPENSATION 
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Related to CHANGE IN CIRCUMSTANCES; TAXES; COMPENSATION

  • CHANGE IN CIRCUMSTANCES; COMPENSATION SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period:

  • Change in Circumstances SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan:

  • Additional Compensation in Certain Circumstances (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central bank or other Official Body:

  • Reserve Requirements; Change in Circumstances (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Loan made by such Lender or any fees or other amounts payable hereunder (other than changes in respect of Taxes, Other Taxes and taxes imposed on, or measured by, the net income or overall gross receipts or franchise taxes of such Lender by the jurisdiction in which such Lender has its principal office or in which the applicable lending office for such Eurodollar Loan is located or by any political subdivision or taxing authority therein, or by any other jurisdiction or by any political subdivision or taxing authority therein other than a jurisdiction in which such Lender would not be subject to tax but for the execution and performance of this Agreement), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBOR Rate) or shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the Eurodollar Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

  • Change in Compensation If the Board decides to increase the Chief Compliance Officer’s compensation or provide a bonus to the Chief Compliance Officer, then the fees paid to NLCS by the Trust will increase proportionately for any amounts it deems due to the Chief Compliance Officer above the amounts due to NLCS under this Agreement.

  • Change in Tax Law Any reference to a provision of the Code, Treasury Regulations or any other Applicable Tax Law shall include a reference to any applicable successor provision of the Code, Treasury Regulations or other Applicable Tax Law.

  • Changes in Circumstances It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Restricted Shares after the date hereof.

  • Increased Costs Break Funding Payments Taxes Illegality Section 5.01 Increased Costs 39 Section 5.02 Break Funding Payments 40 Section 5.03 Taxes 40 Section 5.04 Mitigation Obligations; Replacement of Lenders 43 Section 5.05 Illegality 44

  • AGENT'S COMPENSATION The Company shall pay the Agent:

  • Parachute Taxes (a) If any payment or benefit Executive would receive from the Company or otherwise in connection with a Change of Control or other similar transaction (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount. The “Reduced Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount ((x) or (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a Reduced Amount will give rise to the greater after tax benefit, the reduction in the Payments will occur in the following order: (a) reduction of cash payments; (b) cancellation of accelerated vesting of equity awards other than stock options; (c) cancellation of accelerated vesting of stock options; and (d) reduction of other benefits paid to Executive. Within any such category of payments and benefits (that is, (a), (b), (c) or (d)), a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are. In the event that acceleration of compensation from Executive’s equity awards is to be reduced, such acceleration of vesting will be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.

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