Common use of Change in Legality; Additional Costs to Lenders Clause in Contracts

Change in Legality; Additional Costs to Lenders. If after the date of the Loan 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, with respect to the Lenders, or any of them, (a) change the basis of taxation of payments to the Lenders, or any of them, or the principal or interest on the Loans under the Loan Agreement, (b) impose, modify or hold applicable any fees, reserve requirements, special deposits or any costs to the Lenders, or any of them, in respect of the Loans, or (c) cause a reduction in the amount of any sum received or receivable under the Loan Agreement; then, and in any such event, the Borrower shall pay to the Agent, on demand, for distribution to such Lender(s), such additional amounts as will compensate such Lender(s) on an after-tax basis for such cost or reduction incurred; provided, however, that the Borrower shall not be obligated directly or indirectly to pay for federal or state income taxes measured or levied generally upon the net income of any Lender. The Lenders may use any reasonable method in calculating their additional costs under this Section, which calculation shall be conclusive absent manifest error.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Maui Land & Pineapple Co Inc), Credit and Term Loan Agreement (Maui Land & Pineapple Co Inc)

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Change in Legality; Additional Costs to Lenders. If after the date of the this Loan 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, with respect to the Lenders, or any of them, (ai) change the basis of taxation of payments to the Lenders, or any of them, or the principal or interest on the Loans under the this Loan Agreement, (bii) impose, modify or hold applicable any fees, reserve requirements, special spe- cial deposits or any costs to the Lenders, or any of them, in respect of the Loans, or (ciii) cause a reduction in the amount of any sum received or receivable under the Loan Agreementhere- under; then, and in any such event, the Borrower shall pay to the Agent, on demand, for distribution to such Lender(s), such additional amounts as will compensate such Lender(s) on an after-tax basis for such cost or reduction incurred; provided, however, that the Borrower shall not be obligated directly or indirectly to pay for federal or state income taxes measured or levied generally upon the net income of any Lender. The Lenders may use any reasonable method in calculating their additional ad- ditional costs under this Section, which calculation shall be conclusive absent manifest error.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Maui Land & Pineapple Co Inc)

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Change in Legality; Additional Costs to Lenders. If after the date of the Loan 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, with respect to the Lenders, or any of them, (a1) change the basis of taxation of payments to the Lenders, or any of them, or the principal or interest on the Loans under the Loan Agreement, (b2) impose, modify or hold applicable any fees, reserve requirements, special deposits or any costs to the Lenders, or any of them, in respect of the Loans, or (c3) cause a reduction in the amount of any sum received or receivable under the Loan Agreement; then, and in any such event, the Borrower shall pay to the Agent, on demand, for distribution to such Lender(s)Lenders, such additional amounts as will compensate such Lender(s) on an after-tax basis for such cost or reduction incurred; provided, however, that the Borrower shall not be obligated directly or indirectly to pay for federal or state income taxes measured or levied generally upon the net income of any Lender. The Lenders may use any reasonable method in calculating their additional costs under this Section, which calculation shall be conclusive absent manifest error.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Maui Land & Pineapple Co Inc)

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