Common use of Imposition of Taxes Clause in Contracts

Imposition of Taxes. In the event that by reason of any Law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the force of Law, any Lender shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such Lender) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender of making or maintaining any LIBOR Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Lender in respect thereof, then such Lender shall promptly notify the Borrowers in writing stating the reasons therefor. The Borrowers shall thereafter pay to such Lender upon demand from time to time on Interest Adjustment Dates with respect to such LIBOR Loans, as additional consideration hereunder, such additional amounts as will fully compensate such Lender for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence of the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking Days prior written notice to such Lender through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to prepayment compensation provided for in Section 3.3 hereof.

Imposition of Taxes. In the event that by reason of any Law, regulation or requirement or in the interpretation thereof by an official authority, Law or the imposition of any requirement of any central bank whether or not having the force of Law, any Lender shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, dutyTax, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such LenderExcluded Taxes) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender of making or maintaining any LIBOR Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Lender in respect thereof, then such Lender shall promptly notify the Borrowers in writing stating the reasons therefor. The Borrowers shall thereafter pay to such Lender upon demand from time to time on Interest Adjustment Dates with respect to such LIBOR Loans, as additional consideration hereunder, such additional amounts as will fully compensate such Lender for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence of the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking Days prior written notice to such Lender through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to prepayment compensation provided for in Section 3.3 hereof.

Imposition of Taxes. In the event that by reason of any Lawlaw, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the force of Lawlaw, any Lender the Bank shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such Lenderthe Bank) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender the Bank of making or maintaining any LIBOR Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Lender the Bank in respect thereof, then such Lender the Bank shall promptly notify the Borrowers in writing stating the reasons therefor. The Borrowers shall thereafter pay to such Lender the Bank upon demand from time to time on Interest Adjustment Dates the dates on which interest is otherwise due with respect to such LIBOR Loans, as additional consideration hereunder, such additional amounts as will fully compensate such Lender the Bank for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender the Bank to the Borrowers and shall shall, in the absence of manifest error, be rebuttably presumptive evidence of conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lenderthe Bank, the Borrowers, upon at least three (3) Banking Days prior written notice to such Lender through the AgentBank, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders Bank to prepayment compensation provided for in Section 3.3 2.8 hereof.

Imposition of Taxes. In the event that by reason of any Law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the force of Law, any Lender Bank shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such LenderBank) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender Bank of making or maintaining any LIBOR Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Lender Bank in respect thereof, then such Lender Bank shall promptly notify the Borrowers in writing stating the reasons therefor. The Borrowers shall thereafter pay to such Lender Bank upon demand from time to time on Interest Adjustment Dates with respect to such LIBOR Loans, as additional consideration hereunder, such additional amounts as will fully compensate such Lender Bank for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender Bank to the Borrowers and shall shall, in the absence of manifest error, be rebuttably presumptive evidence of conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any LenderBank, the Borrowers, upon at least three (3) Banking Days prior written notice to such Lender Bank through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders Banks to prepayment compensation provided for in Section 3.3 hereof.

Imposition of Taxes. In the event that by reason of any Law, regulation or requirement or in the interpretation thereof by an official authority, Law or the imposition of any requirement of any central bank whether or not having the force of Law, any Lender shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, dutyTax, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such LenderExcluded Taxes) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender of making or maintaining any LIBOR Loan or in a reduction in the amount of principal, interest or ​ ​ commitment fee receivable by such Lender in respect thereof, then such Lender shall promptly notify the Borrowers in writing stating the reasons therefor. The Borrowers shall thereafter pay to such Lender upon demand from time to time on Interest Adjustment Dates with respect to such LIBOR Loans, as additional consideration hereunder, such additional amounts as will fully compensate such Lender for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence of the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking Days prior written notice to such Lender through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to prepayment compensation provided for in Section 3.3 hereof.

Imposition of Taxes. In the event that by reason of any Law, regulation or requirement or in the interpretation thereof by an official authority, Law or the imposition of any requirement of any central bank whether or not having the force of Law, any Lender shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, dutyTax, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such LenderExcluded Taxes) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender of making or maintaining any LIBOR Term SOFR Rate Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Lender in respect thereof, then such Lender shall promptly notify the Borrowers in writing stating the reasons therefor. The Borrowers shall thereafter pay to such Lender upon demand from time to time on Interest Adjustment Dates with respect to such LIBOR Term SOFR Rate Loans, as additional consideration hereunder, such additional amounts as will fully compensate such Lender for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence of the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking Days U.S. Government Securities Business Days’ prior written notice to such Lender through the Lead Agent, may prepay the affected LIBOR Term SOFR Rate Loans in full or convert all LIBOR Term SOFR Rate Loans to Prime Base Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to prepayment compensation provided for in Section 3.3 hereof.

Imposition of Taxes. In the event that by reason of any Law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the force of Law, any Lender Bank shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such LenderBank) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender Bank of making or maintaining any LIBOR Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Lender Bank in respect thereof, then such Lender Bank shall promptly notify the Borrowers Borrower in writing stating the reasons therefor. The Borrowers Borrower shall thereafter pay to such Lender Bank upon demand from time to time on Interest Adjustment Dates with respect to such LIBOR Loans, as additional consideration hereunder, such additional amounts as will fully compensate such Lender Bank for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender Bank to the Borrowers Borrower and shall be rebuttably presumptive evidence of the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any LenderBank, the BorrowersBorrower, upon at least three (3) Banking Days prior written notice to such Lender Bank through the Agent, may prepay the affected LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders Banks to prepayment compensation provided for in Section 3.3 hereof.

Imposition of Taxes. In the event that by reason of any Law, regulation or requirement or in the interpretation thereof by an official authority, Law or the imposition of any requirement of any central bank whether or not having the force of Law, any Lender shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, dutyTax, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such LenderExcluded Taxes) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender of making or maintaining any LIBOR Term SOFR Rate Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Lender in respect thereof, then such Lender shall promptly notify the Borrowers in writing stating the reasons therefor. The Borrowers shall thereafter pay to such Lender upon demand from time to time on the last day of each Interest Adjustment Dates Period with respect to such LIBOR Term SOFR Rate Loans, as additional consideration hereunder, such additional amounts as will fully compensate such Lender for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender to the Borrowers and shall be rebuttably presumptive evidence of the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lender, the Borrowers, upon at least three (3) Banking Days prior written notice to such Lender through the Agent, may prepay the affected LIBOR Term SOFR Rate Loans in full or convert all LIBOR Term SOFR Rate Loans to Prime Base Rate Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders to prepayment compensation provided for in Section 3.3 hereof.

Imposition of Taxes. In the event that by reason of any Law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the force of Law, any Lender the Bank shall, with respect to this Agreement or any transaction under this AgreementNote, be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such Lenderthe Bank) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender the Bank of making or maintaining any LIBOR Loan Portion or in a reduction in the amount of principal, interest or commitment fee receivable by such Lender the Bank in respect thereof, then such Lender the Bank shall promptly notify the Borrowers Borrower in writing stating the reasons therefor. The Borrowers Borrower shall thereafter pay to such Lender the Bank upon demand from time to time on Interest Adjustment Dates each date on which interest otherwise is due with respect to such LIBOR LoansPortions, as additional consideration hereunder, such additional amounts as will fully compensate such Lender the Bank for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender the Bank to the Borrowers Borrower and shall be rebuttably presumptive evidence of the amount thereof. Notwithstanding any other provision of this AgreementNote, after any such demand for compensation by any Lenderthe Bank, the BorrowersBorrower, upon at least three (3) Banking Days prior written notice to such Lender through the AgentBank, may prepay the affected LIBOR Loans Portions in full or convert all LIBOR Loans Portions to Prime Base Rate Loans Portions regardless of the Interest Period of any thereof. Any such prepayment or conversion shall entitle the Lenders Bank to prepayment breakage compensation provided for in Section 3.3 4(b) hereof.

Imposition of Taxes. In the event that by reason of any Law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the force of Law, any Lender the Bank shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such Lenderthe Bank) and if any such measures or any other similar measure shall result in an increase in the cost to such Lender the Bank of making or maintaining any loan bearing an interest rate calculated based on LIBOR Loan or in a reduction in the amount of principal, interest or commitment fee Loan Commitment Fee receivable by such Lender the Bank in respect thereof, then such Lender the Bank shall promptly notify the Borrowers in writing Borrower stating the reasons therefor. The Borrowers Borrower shall thereafter pay to such Lender the Bank upon demand from time to time on each Interest Adjustment Dates with respect to such LIBOR LoansDate, as additional consideration hereunder, such additional amounts as will fully compensate such Lender the Bank for such increased cost or reduced amount, provided that the Bank also contemporaneously charges proportionately equivalent amounts to other borrowers whose LIBOR loans cause the Bank to incur increased costs for similar reasons and as to whom the Bank has the legal right to do so. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Lender the Bank to the Borrowers Borrower and shall shall, in the absence of manifest error, be rebuttably presumptive evidence of conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Lenderthe Bank, the BorrowersBorrower, upon at least three (3) Banking Days prior written notice to such Lender through the Agent, Bank may prepay the affected Loan or, pursuant to the terms of Section 3.2, elect to have the LIBOR Loans in full or convert all LIBOR Loans to Prime Rate Loans regardless Portions of the Interest Period of any thereofLoan bear interest at the Prime Rate. Any such prepayment or conversion to Prime Rate shall entitle the Lenders Bank to prepayment compensation compensation, if any, provided for in Section 3.3 hereof.