Increased Costs, Tax Gross Up and Tax Indemnity Sample Clauses

Increased Costs, Tax Gross Up and Tax Indemnity. The Project Company may cancel the Commitment of and prepay any Lender that makes a claim under any of these provisions if the Project Company has demonstrated to the reasonable satisfaction of the Intercreditor Agent that, immediately following such cancellation and prepayment: there will not be a Funding Shortfall78; the Project Completion Date will occur on or before the [Scheduled Project Completion Date]; and no Default is continuing or would arise as a result of such cancellation and prepayment. Mandatory Prepayment The Project Company shall apply:79 80 all proceeds of claim under physical loss or damage insurances which either (1) may not be applied in repair or reinstatement of the asset lost or damaged or (2) exceed the cost of such repair or reinstatement in accordance with "Insurance Proceeds and Performance Liquidated Damages" below to restore the Ratios to at least [insert required levels][the levels required as at Financial Close]81; all compensation received by the Project Company[, the Sponsors or the Shareholders] (except performance liquidated damages) in respect of (A) the seizure, compulsory acquisition, nationalisation or expropriation of any part of the project (or any interest thereof) or the share capital of the Project Company, (B) any breach of warranty claims or liquidated damages (other than delay liquidated damages) paid or payable by the Construction Contractor, (C) any sum paid in respect of the release, modification, suspension or extinguishment of rights in relation to any part of the Project, any restrictions affecting any part of the Project or the grant of any easement rights over the Project, and other similar events provided for in the Finance Documents; all performance liquidated damages received by the Project Company from [any project party under any Project Document] 82 which (1) are not applied in reinvestment of the Project or (2) exceed the cost of such reinvestment in accordance with "Insurance Proceeds and Performance Liquidated Damages" below to restore the Ratios to at least [insert required levels][the levels required as at Financial Close] [unless such performance liquidated damages [are payable to any other project party as a result of the circumstance triggering the receipt by the Project Company of such payment]; [and] [Include any other mandatory prepayment events, e.g. Change of Control83, asset disposals above a certain threshold, sanctions event which does not constitute an illegality (and if there ...
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Increased Costs, Tax Gross Up and Tax Indemnity the Borrower may cancel the commitment of and prepay any Lender that makes a claim under these provisions or require the Lender to transfer its commitment and participation to one or more existing or newly introduced Lender(s) willing to assume it.
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Increased Costs, Tax Gross Up and Tax Indemnity. The Borrower may cancel the commitment of and prepay any Lender that makes a claim under these provisions. (4) Voluntary Prepayment in respect of Bridge Facility The Bridge Facility may be prepaid at any time in whole or in part on 3 business days’ prior notice (but, if in part, by a minimum of US$5,000,000 and integrals of US$1,000,000 thereafter). Any prepayment shall be made with accrued interest on the amount prepaid and, subject to breakage costs without premium or penalty. Any undrawn amount under the Bridge Facility shall be cancelled if any voluntary prepayment is made during the Availability Period. (5) Cancellation at the end of Availability Period Any undrawn portion of the Bridge Facility shall be automatically cancelled at the end of the Availability Period. (6) Disposals 100% of the net proceeds from any disposal by the Borrower of its shares in Cyprus Merger Sub or any disposal by Cyprus Merger Sub of its shares in the Target will be utilized to reduce outstanding loans under the Bridge Facility. (7) Other proceeds The Bridge Facility will be prepaid in an amount equal to 100% of the proceeds of any capital reduction received by the Borrower. (8) No Reinstatement Amounts cancelled may not be reinstated and amounts prepaid may not be reborrowed. Commitment Fee: 0.35% per annum on the daily un-drawn portion of the Bridge Facility Amount from the Bridge Facility Agreement Date and ending on the last day of the Availability Period in respect of the Bridge Facility, payable on the last day of the Availability Period in respect of the Bridge Facility in arrears. Commitment Fee shall be calculated on the basis of actual number of days elapsed and a year of 360 days.
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Increased Costs, Tax Gross Up and Tax Indemnity. The Borrower may cancel the commitment of and prepay any Lender that makes a claim under these provisions. (4) Voluntary Prepayment in respect of the Term Facility The loan may be prepaid on any Interest Payment Date in whole or in part on 3 business days’ prior notice (but, if in part, by a minimum of US$5,000,000 and integrals of US$1,000,000 thereafter).
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Increased Costs, Tax Gross Up and Tax Indemnity. The Company may cancel the Commitment of and prepay any Lender that makes a claim under Clause 14 (Tax gross-up and indemnity) and Clause 16 (Increased Costs).
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Related to Increased Costs, Tax Gross Up and Tax Indemnity

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

  • 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

  • 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.

  • Taxes and Assessments; Tax Indemnity The Company shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Company, upon its income and profits or upon any properties belonging to it, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of its properties; provided, however, that the Company in good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so long as appropriate reserves are maintained with respect thereto.

  • Compensation For Increased Costs and Taxes Subject to the provisions of Section 2.17 (which shall be controlling with respect to Indemnified Taxes addressed therein), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty or governmental rule, regulation or order (but excluding solely proposals thereof), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) or any company controlling such Lender to any additional cost (other than Excluded Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of “Adjusted Eurodollar Rate”) or any company controlling such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

  • General Tax Indemnity (a) The Indemnity Provider shall pay and assume liability for, and does hereby agree to indemnify, protect and defend each Property and all Indemnified Persons, and hold them harmless against, all Impositions on an After Tax Basis, and all payments pursuant to the Operative Agreements shall be made free and clear of and without deduction for any and all present and future Impositions.

  • Increased Costs and Reduced Return (a) If any Lender, any Agent or the L/C Issuer shall have determined that any Change in Law shall (i) subject such Agent, such Lender or the L/C Issuer, or any Person controlling such Agent, such Lender or the L/C Issuer to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Letter of Credit issued by the L/C Issuer, or change the basis of taxation of payments to such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer of any amounts payable hereunder (except for Indemnified Taxes and Excluded Taxes), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer or (iii) impose on such Agent, such Lender or the L/C Issuer or any Person controlling such Agent, such Lender or the L/C Issuer any other condition regarding this Agreement or any Loan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Agent, such Lender or the L/C Issuer of making any Loan, issuing, guaranteeing or participating in any Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Letter of Credit, or to reduce any amount received or receivable by such Agent, such Lender or the L/C Issuer hereunder, then, upon demand by such Agent, such Lender or the L/C Issuer, the Borrowers shall pay to such Agent, such Lender or the L/C Issuer such additional amounts as will compensate such Agent, such Lender or the L/C Issuer for such increased costs or reductions in amount; provided, however, that notwithstanding anything to the contrary in this Section 2.10(a), it shall be a condition to a Lender’s or L/C Issuer’s exercise of its rights, if any, under this Section 2.10(a) that such Lender or L/C Issuer shall generally be exercising similar rights with respect to borrowers under similar agreements.

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

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