Common use of Claw-back of Tax benefit Clause in Contracts

Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) from any payment by the Borrower, the Lender shall receive or be granted a credit against or remission for any Taxes payable by it, the Lender shall, subject to the Borrower having made any increased payment in accordance with Clause 5.3 (Gross-up) and to the extent that the Lender can do so without prejudicing its retention of the amount of such credit or remission and without prejudice to the right of the Lender to obtain any other relief or allowance which may be available to it, reimburse the Borrower with such amount as the Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Borrower. Such reimbursement shall be made forthwith upon the Lender certifying that the amount of the credit or remission has been received by it, provided, always, that: (a) the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing in this Clause shall oblige the Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations; (c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower has made an increased payment under this Clause; (d) any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without prejudice to the generality of the foregoing, the Borrower shall not, by virtue of this Clause 5.5, be entitled to enquire about the Lender’s tax affairs.

Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in Clause 5.3 clause 6.7 (GrossGrossing-upup for Taxes) from any payment by the Borrower, the Lender any Creditor shall receive or be granted a credit against or remission for any Taxes payable by it, the Lender that Creditor shall, subject to the Borrower having made any increased payment in accordance with Clause 5.3 clause 6.7 (GrossGrossing-upup for Taxes) and to the extent that the Lender relevant Creditor can do so without prejudicing its the retention of the amount of such credit or remission and without prejudice to the right of the Lender any Creditor to obtain any other relief or allowance which may be available to it, reimburse the Borrower with such amount as the Lender that Creditor shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender it (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the BorrowerBorrower as aforesaid. Such reimbursement shall be made forthwith upon the Lender relevant Creditor certifying that the amount of the such credit or remission has been received by it, provided, always, that: (a) the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing . Nothing contained in this Clause Agreement shall oblige the Lender any Creditor to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations; (c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower has made an increased payment under this Clause; (d) any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without . Without prejudice to the generality of the foregoing, the Borrower shall not, by virtue of this Clause 5.5clause 6.11, be entitled to enquire about the Lenderany Creditor’s tax affairs.

Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) from any payment by the BorrowerBorrowers, the Lender shall receive or be granted a credit against or remission for any Taxes payable by it, the Lender shall, subject to the Borrower Borrowers having made any increased payment in accordance with Clause 5.3 (Gross-up) and to the extent that the Lender can do so without prejudicing its retention of the amount of such credit or remission and without prejudice to the right of the Lender to obtain any other relief or allowance which may be available to it, reimburse the Borrower Borrowers with such amount as the Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the BorrowerBorrowers. Such reimbursement shall be made forthwith upon the Lender certifying that the amount of the credit or remission has been received by it, provided, always, that: (a) the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing in this Clause shall oblige the Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations; (c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower Borrowers (or any of them) have/has made an increased payment under this Clause; (d) any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the BorrowerBorrowers; and (e) without prejudice to the generality of the foregoing, the Borrower Borrowers shall not, by virtue of this Clause 5.5, be entitled to enquire about the Lender’s tax affairs.

Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) clause 6.7 from any payment by the BorrowerBorrowers and the payment by the Borrowers of the amount of such deduction or withholding to the appropriate tax authorities, the Lender Facility Agent or any Lender, shall receive or be granted a credit against or remission for any Taxes payable by itit (by reason of the payment of such deduction or withholding to the tax authorities), the Facility Agent or such Lender shall, subject to the Borrower Borrowers having made any increased payment in accordance with Clause 5.3 (Gross-up) clause 6.7 and to the extent that the Facility Agent or such Lender can do so without prejudicing its the retention of the amount of such credit or remission and without prejudice to the right of the Facility Agent or such Lender to obtain any other relief or allowance which may be available to itit and to apply any credit or remission in such order and against such amounts as it may choose, reimburse the Borrower Borrowers with such amount as the Facility Agent or such Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender it (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the BorrowerBorrowers as aforesaid. Such reimbursement shall be made forthwith upon the Facility Agent or, as the case may be, the relevant Lender certifying that the amount of the such credit or remission has been received by it, provided, always, that: (a) the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing . Nothing contained in this Clause clause shall oblige the Facility Agent or any Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations; (c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower has made an increased payment under this Clause; (d) any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without . Without prejudice to the generality of the foregoing, the Borrower Borrowers shall not, by virtue of this Clause 5.5clause 6.9, be entitled to enquire about the Facility Agent’s or any Lender’s tax affairs.

Claw-back of Tax benefit. If, If following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) clause 9.7 from any payment by the a Borrower, the Lender any Finance Party shall receive or be granted a credit against or remission for any Taxes taxes payable by it, the Lender such Finance Party shall, subject to the relevant Borrower having made any increased payment in accordance with Clause 5.3 (Gross-up) clause 9.7 and to the extent that the Lender such Finance Party can do so without prejudicing its the retention of the amount of such credit or remission and without prejudice to the right of the Lender such Finance Party to obtain any other relief or allowance which may be available to it, reimburse the relevant Borrower with such amount as the Lender such Finance Party shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender such Finance Party (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Borrowerrelevant Borrower as aforesaid. Such reimbursement shall be made forthwith upon the Lender such Finance Party certifying that the amount of the such credit or remission has been received by it, provided, always, that: (a) the Lender it provided that such Finance Party shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing unreasonably delay before so certifying. Nothing contained in this Clause Agreement shall oblige the Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or Finance Party to disclose to any TCN Entity or any other person any information regarding its tax affairs and computations; (c) nothing or tax computations or interfere with the right of the Finance Party to arrange its tax affairs in this Clause whatever manner it thinks fit and, in particular, none of the Finance Parties shall oblige the Lender be under any obligation to make a payment which exceeds any repayment claim relief from its corporate profits, tax liability or credit similar tax liabilities in respect of such tax on account of which the Borrower has made an increased payment under this Clause; (d) in priority to any allocation other claims, reliefs, credits or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without deductions available to it. Without prejudice to the generality of the foregoing, the no Borrower or any other TCN Entity shall not, by virtue of this Clause 5.5clause 9.10, be entitled to enquire about the Lender’s any Finance Party's tax affairs.

Claw-back of Tax benefit. If, If following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) clause 8.7 from any payment by the Borrower, the Lender Agent, any Arranger, the Security Trustee or any Bank shall receive or be granted a credit against or remission for any Taxes taxes payable by it, the Lender Agent, any Arranger, the Security Trustee or such Bank shall, subject to the Borrower having made any increased payment in accordance with Clause 5.3 (Gross-up) clause 8.7 and to the extent that the Lender Agent, such Arranger, the Security Trustee or such Bank can do so without prejudicing its the retention of the amount of such credit or remission and without prejudice to the right of the Lender Agent, such Arranger, the Security Trustee or such Bank to obtain any other relief or allowance which may be available to it, reimburse the Borrower with such amount as the Lender Agent, such Arranger, the Security Trustee or such Bank shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender Agent, such Arranger, the Security Trustee or such Bank (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the BorrowerBorrower as aforesaid. Such reimbursement shall be made forthwith upon the Lender Agent, such Arranger, the Security Trustee or such Bank certifying that the amount of the such credit or remission has been received by itit provided that the Agent, providedthe relevant Arranger, always, that: (a) the Lender Security Trustee or the relevant Bank shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing unreasonably delay before so certifying. Nothing contained in this Clause Agreement shall oblige the Lender to rearrange its tax affairs in Agent, any particular mannerArranger, to claim the Security Trustee or any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or Bank to disclose to the Borrower, any other member of the Group or any other person any information regarding its tax affairs and computations; (c) nothing or tax computations or interfere with the right of the Agent, such Arranger, the Security Trustee or such Bank to arrange its tax affairs in this Clause whatever manner it thinks fit and, in particular, none of the Agent, the Arrangers, the Security Trustee or the Banks shall oblige the Lender be under any obligation to make a payment which exceeds any repayment claim relief from its corporate profits, tax liability or credit similar tax liabilities in respect of such tax on account of which the Borrower has made an increased payment under this Clause; (d) in priority to any allocation other claims, reliefs, credits or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without deductions available to it. Without prejudice to the generality of the foregoing, none of the Borrower or any other member of the Group shall not, by virtue of this Clause 5.5clause 8.9, be entitled to enquire about the Lender’s Agent's, any Arranger's, the Security Trustee's or any Bank's tax affairs.

Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) from any payment by the Borrower, the Lender shall receive or be granted a credit against or remission for any Taxes payable by it, the Lender shall, subject to the Borrower having made any increased payment in accordance with Clause 5.3 (Gross-up) and to the extent that the Lender can do so without prejudicing its retention of the amount of such credit or remission and without prejudice to the right of the Lender to obtain any other relief or allowance which may be available to it, reimburse the Borrower with such amount as the Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Borrower. Such reimbursement shall be made forthwith upon the Lender certifying that the amount of the credit or remission has been received by it, provided, always, that: (a) the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing in this Clause shall oblige the Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations; (c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower has made an increased payment under this Clause; (d) any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without prejudice to the generality of the foregoing, the Borrower shall not, by virtue of this Clause 5.5, be entitled to enquire about the Lender’s tax affairs.

Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) clause 6.7 from any payment by the BorrowerBorrowers (or any of them), the Lender Banks, the Agent or the Security Trustee shall receive or be granted a credit against or remission for any Taxes payable by it, the Lender Banks, the Agent or the Security Trustee (as the case may be) shall, subject to the Borrower Borrowers (or any of them) having made any increased payment in accordance with Clause 5.3 (Gross-up) clause 6.6 and to the extent that the Lender Banks, the Agent or the Security Trustee (as the case may be) can do so without prejudicing its the retention of the amount of such credit or remission and without prejudice to the right of the Lender Banks, the Agent or the Security Trustee to obtain any other relief or allowance which may be available to it, reimburse the Borrower Borrowers (or any of them) with such amount amounts as the Lender Banks, the Agent or the Security Trustee shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender Banks, the Agent or the Security Trustee (after such reimbursement) in no worse position than that it would have been in had there been no such deduction or withholding from the payment by the BorrowerBorrowers (or any of them) as aforesaid. Such reimbursement shall be made forthwith upon the Lender Banks, the Agent or the Security Trustee certifying that the amount of the such credit or remission has been received by it, provided, always, that: (a) the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing . Nothing contained in this Clause Agreement shall oblige the Lender Banks, the Agent or the Security Trustee to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations; (c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower has made an increased payment under this Clause; (d) any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without . Without prejudice to the generality of the foregoing, the Borrower Borrowers (or any of them) shall not, by virtue of this Clause 5.5clause 6.8, be entitled to enquire about the LenderBank’s, the Agent’s or the Security Trustee’s (as the case may be) tax affairs.

Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) 22.2 from any payment by the Borrower, the a Lender shall receive or be granted a credit against or remission for any Taxes taxes payable by it, the such Lender shall, subject to the Borrower having made any increased payment in accordance with Clause 5.3 (Gross-up) 22.2 and to the extent that the such Lender can do so without prejudicing its the retention of the amount of such credit or remission and without prejudice to the right of the such Lender to obtain any other relief or allowance which may be available to it, reimburse the Borrower with such amount as the such Lender shall in its absolute discretion certify (attaching supporting documentation unless the relevant Lender is prohibited from disclosing any such documentation) to be the proportion of such credit or remission as will leave the such Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the BorrowerBorrower as aforesaid. Such reimbursement shall be made forthwith upon the such Lender certifying that the amount of the such credit or remission has been received by it, provided, always, that: (a) the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing . Nothing contained in this Clause Agreement shall oblige the a Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations; (c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower has made an increased payment under this Clause; (d) any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without . Without prejudice to the generality of the foregoing, the Borrower shall not, by virtue of this Clause 5.522.5, be entitled to enquire about the a Lender’s tax affairs.

Claw-back of Tax benefit. If, If following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) clause 8.7 from any payment by the Borrower, the Lender any Finance Party shall receive or be granted a credit against or remission for any Taxes taxes payable by it, the Lender such Finance Party shall, subject to the Borrower having made any increased payment in accordance with Clause 5.3 (Gross-up) clause 8.7 and to the extent that the Lender such Finance Party can do so without prejudicing its the retention of the amount of such credit or remission and without prejudice to the right of the Lender such Finance Party to obtain any other relief or allowance which may be available to it, reimburse the Borrower with such amount as the Lender such Finance Party shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender such Finance Party (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the BorrowerBorrower as aforesaid. Such reimbursement shall be made forthwith upon the Lender such Finance Party certifying that the amount of the such credit or remission has been received by it, provided, always, that: (a) the Lender it provided that such Finance Party shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing unreasonably delay before so certifying. Nothing contained in this Clause Agreement shall oblige the Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or Finance Party to disclose to any TCN Entity or any other person any information regarding its tax affairs and computations; (c) nothing or tax computations or interfere with the right of the Finance Party to arrange its tax affairs in this Clause whatever manner it thinks fit and, in particular, none of the Finance Parties shall oblige the Lender be under any obligation to make a payment which exceeds any repayment claim relief from its corporate profits, tax liability or credit similar tax liabilities in respect of such tax on account of which the Borrower has made an increased payment under this Clause; (d) in priority to any allocation other claims, reliefs, credits or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without deductions available to it. Without prejudice to the generality of the foregoing, neither the Borrower nor any other TCN Entity shall not, by virtue of this Clause 5.5clause 8.10, be entitled to enquire about the Lenderany Finance Party’s tax affairs.

Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) clause 8.7 from any payment by the Borrower, the any Lender shall receive or be granted a credit against or remission for any Taxes payable by it, the relevant Lender shall, subject to the Borrower having made any increased payment in accordance with Clause 5.3 (Gross-up) clause 8.7 and to the extent that the relevant Lender can do so without prejudicing its the retention of the amount of such credit or remission and without prejudice to the right of the relevant Lender to obtain any other relief or allowance which may be available to it, reimburse the Borrower with such amount as the relevant Lender shall in good faith in its absolute discretion certify to be the proportion of such credit or remission as will leave the relevant Lender (after such reimbursement) in no better or worse position than it would have been in had there been no such deduction or withholding from the payment by the BorrowerBorrower as aforesaid. Such reimbursement shall be made forthwith upon the relevant Lender certifying that the amount of the such credit or remission has been received by it, provided, always, that: (a) the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions; (b) nothing . Nothing contained in this Clause Agreement shall oblige the relevant Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations; (c) nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower has made an increased payment under this Clause; (d) any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and (e) without . Without prejudice to the generality of the foregoing, the Borrower shall not, by virtue of this Clause 5.5clause 8.8, be entitled to enquire about the relevant Lender’s 's tax affairs.