Common use of DISAPPLICATION OF CERTAIN TERMINATION EVENTS Clause in Contracts

DISAPPLICATION OF CERTAIN TERMINATION EVENTS. The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to Party A or to Party B. The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and will apply to Party A, provided that: (i) the application and interpretation of Section 5(b)(ii) shall be restricted to a Change in Tax Law, as defined below; and (ii) Party A will only be entitled to designate an Early Termination Date in respect of a Transaction on the basis of a Tax Event affecting that Transaction if it obtains the prior consent of the Security Trustee. Such consent shall be given where Party A has provided the Security Trustee with (1) a certificate signed by two authorised signatories of Party A stating that a Change in Tax Law has occurred and identifying such Change in Tax Law, and (2) an opinion in form and substance satisfactory to the Security Trustee of independent legal advisers of recognised standing to the effect that Party A has been or will be required to pay a Gross-Up Amount (or, as the case may be, a Liability Amount) under Section 2(d) as a result of such Change in Tax Law.

DISAPPLICATION OF CERTAIN TERMINATION EVENTS. The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to Party A or to Party B. The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and will apply to Party A, provided that: (i) the application and interpretation of Section 5(b)(ii) shall be restricted to a Change in Tax Law, as defined below; and (ii) Party A will only be entitled to designate an Early Termination Date in respect of a Transaction on the basis of a Tax Event affecting that Transaction if it obtains the prior consent of the Security Trustee. Such consent shall not be given withheld where Party A has provided the Security Trustee with (1) a certificate signed by two authorised signatories of Party A stating that a Change in Tax Law has occurred and identifying such Change in Tax Law, and (2) an opinion in form and substance satisfactory to the Security Trustee of independent legal advisers of recognised standing to the effect that Party A has been or been, will be or there is a substantial likelihood that Party A will be (x) required to pay a Gross-Up Amount (or, as the case may be, a Liability Amount) under Section 2(d) as a result of such Change in Tax Law or (y) entitled to receive a payment from Party B from which an amount is required to be deducted or withheld as a result of such Change in Tax Law.

DISAPPLICATION OF CERTAIN TERMINATION EVENTS. The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to Party A or to Party B. The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and will apply to Party A, provided that: (i) the application and interpretation of Section 5(b)(ii) shall be restricted to a Change in Tax Law, as defined below; and (ii) Party A will only be entitled to designate an Early Termination Date in respect of a Transaction on the basis of a Tax Event affecting that Transaction if it obtains the prior consent of the Security Trustee. Such consent shall be given where Party A has provided the Security Trustee with (1) a certificate signed by two authorised signatories of Party A stating that a Change in Tax Law has occurred and identifying such Change change in Tax Law, and (2) an opinion in form and substance satisfactory to the Security Trustee of independent legal advisers of recognised standing to the effect that Party A has been or will be required to pay a Gross-Up Amount (or, as the case may be, a Liability Amount) under Section 2(d) as a result of such Change in Tax Law.

DISAPPLICATION OF CERTAIN TERMINATION EVENTS. The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to Party A or to Party B. The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and will apply to Party A, provided that: (i) the application and interpretation of Section 5(b)(ii) shall be restricted to a Change in Tax Law, as defined below; and (ii) Party A will only be entitled to designate an Early Termination Date in respect of a Transaction on the basis of a Tax Event affecting that Transaction if it obtains the prior consent of the Security Trustee. Such consent shall not be given withheld where Party A has provided the Security Trustee with (1) a certificate signed by two authorised signatories of Party A stating that a Change in Tax Law has occurred and identifying such Change change in Tax Law, and (2) an opinion in form and substance satisfactory to the Security Trustee of independent legal advisers of recognised standing to the effect that Party A has been or been, will be or there is a substantial likelihood that Party A will be (x) required to pay a Gross-Up Amount (or, as the case may be, a Liability Amount) under Section 2(d) as a result of such Change in Tax Law or (y) entitled to receive a payment from Party B from which an amount is required to be deducted or withheld as a result of such Change in Tax Law.

DISAPPLICATION OF CERTAIN TERMINATION EVENTS. The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to Party A or to Party B. The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and will apply to Party A, provided that: (i) the application and interpretation of Section 5(b)(ii) shall be restricted to a Change in Tax Law, as defined below; and (ii) Party A will only be entitled to designate an Early Termination Date in respect of a Transaction on the basis of a Tax Event affecting that Transaction if it obtains the prior consent of the Security Trustee. Such consent shall not be given withheld where Party A has provided the Security Trustee with (1) a certificate signed by two authorised signatories of Party A stating that a Change in Tax Law has occurred and identifying such Change in Tax Law, and (2) an opinion in form and substance satisfactory to the Security Trustee of independent legal advisers of recognised standing to the effect that Party A has been or been, will be or there is a substantial likelihood that Party A will be (x) required to pay a Gross-Up Amount (or, as the case may be, a Liability Amount) under Section 2(d) as a result of such Change in Tax Law.Law or (y) entitled to receive a payment from