Common use of Credits etc Clause in Contracts

Credits etc. If following the making of any increased payment or compensating sum or compensating amount by the Lessee pursuant to clauses 8.2 or 8.4 the Lessor receives or is granted a credit against, remission for or repayment of any Tax payable by it which is referable to such deduction or withholding or increased payment made by the Lessee and which has not already been taken into account pursuant to clause 8.4.2 or 8.4.4, the Lessor shall: 8.5.1 give to the Lessee a certificate setting out the basis of the computation of the amount of any credit, remission or repayment referred to in this clause 8.5; and 8.5.2 to the extent that it is satisfied that it can do so without prejudice to the retention of such credit, remission or repayment, promptly reimburse the Lessee with such amount as the Lessor shall determine to be such proportion of such credit, remission or repayment as will leave the Lessor, after such reimbursement, in the same net after Tax position as it would have been in had no such deduction or withholding been required to be made, Provided that: (a) the Lessor shall be the sole judge (acting in good faith) of the amount of any such credit, remission or repayment and of the date on which it is received; (b) the order and manner in which the Lessor employs or claims Tax credits and allowances available to it shall be determined by the Lessor in its discretion provided always that the Lessor shall, in determining the order in which it employs or uses Tax Credits or allowances available to it, treat the Lessee in no less favourable a way than it treats its other customers in respect of similar transactions of a similar size; (c) the Lessor shall not be obliged to disclose to the Lessee any information regarding the Tax affairs or Tax computations of the Lessor or the Lessor’s Group; and (d) if, following any reimbursement pursuant to this clause 8.5, the credit, remission or repayment in respect of which reimbursement was made is disallowed in whole or in part by any applicable Tax or other authority, the Lessee will pay to the Lessor the amount required to restore the after-Tax position of the Lessor to that which it would have been had adjustment under this clause 8.5.2 not been necessary.