Credits and Deductions Clause Samples

Credits and Deductions. If the Agent or any Bank is, in its sole opinion, able to apply for any credit, deduction or other reduction in Bank Taxes by reason of any payment made by the Borrower under Section 1.13 (a) or (b), the Agent or such Bank, as the case may be, shall use reasonable efforts to obtain such credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower such amount, not exceeding the increased amount paid by the Borrower, as is equal to the net after-tax value to the Agent or such Bank, in its sole opinion, of such part of such credit, deduction or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of the Agent's or such Bank's dealings giving rise to similar credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that (i) the Agent or such Bank, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its tax affairs or computations and (ii) nothing in this Section 1.13(c) shall interfere with the right of the Agent or such Bank to arrange its tax affairs as it deems appropriate.

Credits and Deductions. If the Administrative Agent or a Bank receives a refund or otherwise realizes a reduction of, or credit against, its Tax liabilities in any taxable year in connection with a Tax indemnified by the Borrower under this Section 1.14, it shall pay to the Borrower an amount equal to the net after-tax value to the Administrative Agent or such Bank, in its sole opinion, of such part of such refund or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of the Administrative Agent's or such Bank's dealings giving rise to similar refunds or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that if the Administrative Agent or any Bank has made a payment to the Borrower pursuant to this Section 1.14(e) and the applicable refund or other reduction in Tax is subsequently disallowed, the Borrower shall, promptly upon request by the Administrative Agent or such Bank, refund to the Administrative Agent or such Bank that portion of such payment determined by the Administrative Agent or such Bank, in its sole opinion, relating to such disallowance; and provided, further that (i) the Administrative Agent or such Bank, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its Tax affairs or computations and (ii) nothing in this Section 1.14(e) shall interfere with the right of the Administrative Agent or any Bank to arrange its Tax affairs as it deems appropriate.

Credits and Deductions. If the Administrative Agent, the Issuing Bank or any Bank obtains any credit, deduction or other reduction in Bank Taxes with respect to any payment made by the Borrower under Section 1.19(a)(i), the Administrative Agent, the Issuing Bank or such Bank, as the case may be, shall pay to the Borrower such amount, not exceeding the increased amount paid by the Borrower, as is equal to the net after-tax value to the Administrative Agent, the Issuing Bank or such Bank, in its sole opinion, of such part of such credit, deduction or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of the Administrative Agent's, the Issuing Bank's or such Bank's dealings giving rise to similar credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that (i) the Administrative Agent, the Issuing Bank or such Bank, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its tax affairs or computations and (ii) nothing in this Section 1.19(b) shall interfere with the right of the Administrative Agent, the Issuing Bank or such Bank to arrange its tax affairs as it deems appropriate.

Credits and Deductions. (i) (the “NDA Filing Reduction Date”, as it may be extended below), the payment in respect to Milestone Event No. 5 shall be reduced by an amount equal to the product of ***, provided that, notwithstanding the foregoing, the NDA Filing Reduction Date shall be automatically extended by an amount equal to the extent of any delay in development of Product or preparation or submission of an NDA in the U.S. that is caused by any acts or omissions of Endo (or its Affiliates, Subcontractors, or sublicensees) that are not Commercially Reasonable. As an example, if Endo (or its Affiliates, Subcontractors, or sublicensees) does not cause any delay, and Milestone 4 is satisfied on ***, the amount payable to BDSI with respect thereto shall be $***. (ii) If a Generic Product is commercially launched in the U.S. by a Third Party, Endo shall be entitled to recover all or such portion of the $*** milestone payment (i.e. payment made by Endo upon satisfaction of Milestone Event 6 as set forth in Section 7.2) determined by *** (the “Patent Recovery Amount”), as further described in the following sentence. The Patent Recovery Amount shall be recouped by or paid to Endo ***. If Milestone Event 6 referred to in Section 7.2 is not satisfied (but Milestone Event 5 is satisfied) by ***, then the payment in respect to such Milestone Event shall not be payable hereunder and beginning on *** and continuing until a Generic Product is commercially launched by a Third Party in the U.S. or the Agreement earlier terminates, BDSI shall be entitled to receive $*** per month up to a maximum aggregate amount of $***. Endo shall make such payments within *** after the end of each applicable calendar quarter. (iii) If (I) BDSI does not ***, (II) Endo provides BDSI written notice of such failure, and (III) BDSI does not cure such failure within *** of such notice, then unless it is established to Endo’s reasonable satisfaction that such failure *** will not adversely affect the conduct or timing for completion of any Clinical Trials, ***, and *** percent (***%) of Endo’s fully allocated costs in respect to performing BDSI’s obligations hereunder which BDSI did not perform shall be creditable against up to *** percent (***%) of any Royalties due BDSI hereunder in any particular calendar quarter, subject to Section 7.3(c), until such amount has been fully accounted for by ***. The rights of Endo under this provision shall be in addition to, and not in limitation of, any other rights or remedies a...

Credits and Deductions. (A) There shall be a credit against the Net Contribution Amount in an amount equal to the amount of any cash held by McNab. (B) There shall be deducted from the Net Contribution Amount the following amounts: (1) the Development Fee; and (2) $353,864 on account of fees owed to affiliates of the LP Transferors for work and services performed at the Property (the "Affiliate Fee").

Credits and Deductions. If the Administrative Agent or any Bank ---------------------- is, in its sole opinion, able to apply for any credit, deduction or other reduction in Bank Taxes by reason of any payment made by the Borrower under Section 1.14(a) or (b), the Administrative Agent or such Bank, as the case may be, shall use reasonable efforts to obtain such credit, deduction or other reduction and, upon receipt thereof, will pay to the Borrower such amount, not exceeding the increased amount paid by the Borrower, as is equal to the net after-tax value to the Administrative Agent or such Bank, in its sole opinion, of such part of such credit, deduction or other reduction as it considers to be allocable to such payment by the Borrower, having regard to all of the Administrative Agent's or such Bank's dealings giving rise to similar credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that (i) the Administrative Agent -------- ------- or such Bank, as the case may be, shall not be obligated to disclose to the Borrower any information regarding its tax affairs or computations and (ii) nothing in this Section 1.14(c) shall interfere with the right of the Administrative Agent or such Bank to arrange its tax affairs as it deems appropriate.

Credits and Deductions. If the Secured Party is, in its sole discretion, able to apply for any credit, deduction or other reduction in Bank Taxes by reason of any payment made by the Guarantor under Section 9.1(a) or (b), the Secured Party shall use reasonable efforts to obtain such credit, deduction or other reduction and, upon receipt thereof, will pay to the Guarantor such amount, not exceeding the increased amount paid by the Guarantor, as is equal to the net after-tax value to the Secured Party in its sole discretion, of such part of such credit, deduction or other reduction as it considers to be allocable to such payment by the Guarantor, having regard to all of the Secured Party's dealings giving rise to similar credits, deductions or other reductions in relation to the same tax period and to the cost of obtaining the same; provided, however, that (i) the Secured Party shall not be obligated to disclose to the Guarantor any information regarding its tax affairs or computations and (ii) nothing in this Section 9.1(c) shall interfere with the right of the Secured Party to arrange its tax affairs as it deems appropriate.