Common use of Contest of Tax Claim; After-Tax Basis Clause in Contracts

Contest of Tax Claim; After-Tax Basis. If the Borrower or any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from TRM ATM under SECTION 12.03(a)(i), the Borrower or such Indemnified Party shall give prompt and timely notice of such attempt to TRM ATM and TRM ATM shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Failure or delay in giving such notification shall not constitute a waiver of such party's right to such compensation; PROVIDED, that such party shall not be entitled to compensation under this Section 12.03 for any Indemnified Amounts incurred or suffered with respect to any date unless such party shall have notified TRM ATM not more than 90 days after the applicable party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from TRM ATM under SECTION 12.03(a)(i). Indemnification hereunder shall be in an amount necessary to make the Borrower or Indemnified Party whole after taking into account any tax consequences to such party of the payment of any of the aforesaid taxes and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax or refund on the amount of tax measured by income or profits which is or was payable by such party.

Contest of Tax Claim; After-Tax Basis. If the Borrower or any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from TRM ATM Borrower under SECTION 12.03(a)(iSection 12.01(a)(vii), the Borrower or such Indemnified Party shall give prompt and timely notice of such attempt to TRM ATM Borrower and TRM ATM Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Failure or delay in giving such notification shall not constitute a waiver of such partyIndemnified Party's right to such compensation; PROVIDEDprovided, that such party Indemnified Party shall not be entitled to compensation under this Section 12.03 12.01 for any Indemnified Amounts incurred or suffered with respect to any date unless such party Indemnified Party shall have notified TRM ATM the Borrower not more than 90 days after the applicable party Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from TRM ATM Borrower under SECTION 12.03(a)(iSection 12.01(a)(vii). Indemnification hereunder shall be in an amount necessary to make the Borrower or Indemnified Party whole after taking into account any tax consequences to such party the Indemnified Party of the payment of any of the aforesaid taxes and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax or refund on the amount of tax measured by income or profits which is or was payable by such partythe Indemnified Party.

Contest of Tax Claim; After-Tax Basis. If the Borrower or any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from TRM ATM Borrower under SECTION 12.03(a)(i12.01(a)(vii), the Borrower or such Indemnified Party shall give prompt and timely notice of such attempt to TRM ATM Borrower and TRM ATM Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Failure or delay in giving such notification shall not constitute a waiver of such partyIndemnified Party's right to such compensation; PROVIDED, that such party Indemnified Party shall not be entitled to compensation under this Section 12.03 12.01 for any Indemnified Amounts incurred or suffered with respect to any date unless such party Indemnified Party shall have notified TRM ATM the Borrower not more than 90 days after the applicable party Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from TRM ATM Borrower under SECTION 12.03(a)(i12.01(a)(vii). Indemnification hereunder shall be in an amount necessary to make the Borrower or Indemnified Party whole after taking into account any tax consequences to such party the Indemnified Party of the payment of any of the aforesaid taxes and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax or refund on the amount of tax measured by income or profits which is or was payable by such partythe Indemnified Party.

Contest of Tax Claim; After-Tax Basis. If the Borrower or any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from TRM ATM Borrower under SECTION 12.03(a)(iSection 12.01(a)(viii), the Borrower or such Indemnified Party shall give prompt and timely notice of such attempt to TRM ATM Borrower and TRM ATM Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Failure or delay in giving such notification shall not constitute a waiver of such partyIndemnified Party's right to such compensation; PROVIDEDprovided, that such party Indemnified Party 44 shall not be entitled to compensation under this Section 12.03 12.01 for any Indemnified Amounts incurred or suffered with respect to any date unless such party Indemnified Party shall have notified TRM ATM the Borrower not more than 90 days after the applicable party Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from TRM ATM Borrower under SECTION 12.03(a)(iSection 12.01(a)(vii). Indemnification hereunder shall be in an amount necessary to make the Borrower or Indemnified Party whole after taking into account any tax consequences to such party the Indemnified Party of the payment of any of the aforesaid taxes and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax or refund on the amount of tax measured by income or profits which is or was payable by such partythe Indemnified Party.