Cost Increase, Taxes and Change of Law Sample Clauses

Cost Increase, Taxes and Change of Law. 4.5.1. In the event of a change in laws or regulations or the interpretations by the competent authorities thereof, or a request by the relevant authority, which result in: (a) the Banks having to pay taxes for transactions hereunder, or a change in the rate or bases of the taxes payable by the Borrower to the Banks pursuant to this Agreement (except for changes in the mandatory tax rate imposed on the net income of the Banks by the R.O.C. government or the jurisdiction of the incorporation of the Banks), (b) an increase or change in application of any reserve, special deposit or similar regulations with respect to the Facility, or (c) an increase in the costs for the Banks to perform or maintain Commitments hereunder, or a decrease in the amounts otherwise receivable by the Banks under this Agreement, and to the extent deemed material by the Majority Banks, the Borrower shall, upon demand of the Banks, pay such additional sums to the Banks as indemnity for the increase in costs or decease in revenue to the Banks. The impact of the above change of law shall be determined based upon the relevant documentary evidence so presented by the affected Bank(s).
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Cost Increase, Taxes and Change of Law. 4.5.1. In the event of a change in law or regulation or relevant interpretation by any competent authority thereof, or a request by relevant authority, which result in: (a) the Banks having to pay taxes for transactions hereunder, or a change in the rate or bases of the taxes payable by the Borrower to the Banks pursuant to this Agreement (except for changes in the mandatory tax rate imposed on the net income of the Banks by the ROC government or government authorities of jurisdictions in which the Banks are incorporated), (b) an increase or change in application of any reserve, special deposit or similar regulations with respect to the Facility, or (c) an increase in the costs for the Banks to perform or maintain Commitments hereunder, or a decrease in the amounts otherwise receivable by the Banks under this Agreement, the Borrower shall, upon demand of the Banks, pay such additional sums to the Agent for further distribution to the Banks as indemnity for the increase in costs or decease in revenue to the Banks. The impact of the above change of law shall be determined based upon the relevant documentary evidence so presented by the affected Banks.
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Cost Increase, Taxes and Change of Law. 4.5.1. In the event of a change in laws or regulations or the interpretations by the competent authorities thereof, or a request by the relevant authority, which result in: (a) the Banks having to pay taxes for transactions hereunder, or a change in the rate or bases of the taxes payable by the Borrower to the Banks pursuant to this Agreement (except for changes in the mandatory tax rate imposed on the net income of the Banks by the R.O.C. government or the jurisdiction of the incorporation of the Banks), (b) an increase or change in application of any reserve, special deposit or similar regulations with respect to the Facility, or (c) an increase in the costs for the Banks to perform or maintain Commitments hereunder, or a decrease in the amounts otherwise receivable by the Banks under this Agreement, and to the extent deemed material by the Majority Banks, the Borrower shall, upon demand of the Banks, pay such additional sums to the Banks as indemnity for the increase in costs or decease in revenue to the Banks. The impact of the above change of law shall be determined based upon the relevant documentary evidence so presented by the affected Bank(s). 4.5.2. Unless otherwise expressly provided by this Agreement, any and all other present and future taxes and fees payable or arising from this Agreement or this Facility shall be borne by the Borrower. If any Bank or the Agent pay(s) such taxes on the Borrower’s behalf, the Borrower shall reimburse such 12 amount immediately upon demand, otherwise, the Borrower shall also pay interest at the Default Rate (on a floating rate basis) on such sums for the period from the date such Bank or the Agent makes such payment to the date the Borrower actually makes such reimbursement in full. 4.5.3. The Borrower shall neither make any withholdings or deductions on any payment which is payable under this Agreement, nor offset any payment payable by it against its indebtedness with any Bank. If the Borrower shall be required by law to make any such withholding or deduction from any payment under this Agreement, the sum payable by the Borrower shall be increased so that after all required withholdings or deductions, (including additional withholdings or deductions in response to the increase in the sum paid hereunder), the Banks, the Agent and/or the Arrangers will receive an amount equal to the sum they would have received had no such withholdings or deductions been made, and the Borrower shall provide the original (or cop...
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Related to Cost Increase, Taxes and Change of Law

  • Capital Adequacy; Increased Costs; Illegality (a) If any Lender shall have determined that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender and thereby reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder, then Borrower shall from time to time upon demand by such Lender (with a copy of such demand to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by such Lender to Borrower and to Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

  • Increased Costs; Capital Adequacy; Illegality (a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (a) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the Collateral, or any right to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (c) impose any other condition affecting the ownership interest in the Collateral conveyed to the Purchasers hereunder or the Purchasers’ rights or obligations hereunder (including, without limitation, conditions relating to agreeing to make or making, funding or maintaining Advances at the Adjusted Eurodollar Rate), the result of which is to increase the cost to any Affected Party or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Seller shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered.

  • Increased Costs Capital Adequacy (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

  • Additional Costs Capital Adequacy (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or its applicable lending office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall:

  • Taxes Increased Costs Protection and Illegality Section 3.01. Taxes 76

  • Increased Cost and Reduced Return; Capital Adequacy (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

  • Increased Costs, Etc (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) adopted or made after the date hereof, there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from (y) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (z) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within 10 days after demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that, before making any such demand, such Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.

  • Capital Adequacy Adjustment In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) shall have reasonably determined that the adoption, effectiveness, phase in or applicability after the Third Restatement Date of any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements, or any change therein or in the interpretation, application or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any Applicable Law regarding capital or liquidity adequacy, reserve requirements or similar requirements (whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy); provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a change of law, regardless of the date enacted, adopted or issued, then from time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

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