Increased Costs in Respect of Taxation Sample Clauses

Increased Costs in Respect of Taxation. If the Operating Agent determines that as a result of any change in or in the interpretation of or of the introduction of any law, regulation or regulatory requirement relating to taxation coming into force after the Effective Date, or as a result of any act or omission of any Seller, any of the Buyer, the Operating Agent, Citibank or any Person controlling the Buyer, Citibank or the Operating Agent, incurs or will incur an increased cost in respect of purchases or agreements to purchase made under or pursuant to this Agreement (or any agreement entered into pursuant to Clause 19(C)) other than an increased cost arising solely as a result of a change in the rate of taxation on the overall net income of the relevant indemnified party, each Seller shall immediately pay to the Operating Agent for the account of the Buyer or Citibank or, as the case may be, for its own account from rime to time, additional amounts as specified by the Operating Agent, equal to such cost. A certificate as to such amount submitted to any Seller by the Operating Agent shall, in the absence of manifest error, be conclusive and binding for all purposes.
Sample 1
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Increased Costs in Respect of Taxation. If the Operating Agent determines that as a result of any change in or in the interpretation of or of the introduction of any law, regulation or regulatory requirement relating to taxation coming into force after the Effective Date, or as a result of any act or omission of the Seller, any of the Buyer, the Agent, the Operating Agent, Citibank or any Person controlling the Buyer, the Agent, Citibank or the Operating Agent, incurs or will incur an increased cost in respect of purchase or agreements to purchase made under or pursuant to this Agreement (or any agreement entered into pursuant to Clause 19(C)) other than an increased cost arising solely as a result of a change in the nate of taxation on the overall net income of the relevant indemnified party, the Seller shall immediately pay to the Operating Agent for the account of the Buyer, the Agent or Citibank or, as the case may be, for its own account from time to time, additional amounts as specified by the Operating Agent, equal to such cost. A certificate as to such amount submitted to the Seller by the Operating Agent shall, in the absence of manifest error, be conclusive and binding for all purposes.
Sample 1

Related to Increased Costs in Respect of Taxation

  • 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.

  • Increased Costs Taxes Capital Adequacy 2.8 Statement of Lenders; Obligation of Lenders and Issuing Lenders to Mitigate

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

  • Increased Costs (a) If any Change in Law shall:

  • Increased cost claims (a) A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Company.

  • Exchange Indemnification and Increased Costs The Borrower shall, upon demand from any Issuing Lender or L/C Participant, pay to such Issuing Lender or L/C Participant, the amount of (i) any loss or cost or increased cost incurred by such Issuing Lender or L/C Participant, (ii) any reduction in any amount payable to or in the effective return on the capital to such Issuing Lender or L/C Participant, (iii) any currency exchange loss, in each case with respect to clauses (i), (ii) and (iii), that such Issuing Lender or L/C Participant sustains as a result of the Borrower's repayment in Dollars of any Letter of Credit denominated in an Alternative Currency or (iv) any interest or any other return, including principal, foregone by such Issuing Lender as a result of the introduction of, change over to or operation of the euro in any member state participating in the euro. A certificate of such Issuing Lender setting forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Issuing Lender shall be conclusively presumed to be correct save for manifest error.

  • Increased Costs Break Funding Payments Taxes Illegality Section 5.01 Increased Costs 39 Section 5.02 Break Funding Payments 40 Section 5.03 Taxes 40 Section 5.04 Mitigation Obligations; Replacement of Lenders 43 Section 5.05 Illegality 44

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Taxes and Increased Costs With respect to any LIBOR Portion, if the Lender shall determine that any change in any applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or any new law, treaty, regulation or guideline, or any interpretation of any of the foregoing by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Lender or its lending branch or the LIBOR Portions contemplated by this Agreement (whether or not having the force of law), shall:

  • Increased Costs Generally If any Change in Law shall:

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