Increased Costs Taxes. (i) Section 2.16(a)(ii) of the Existing Credit Agreement is amended and replaced in its entirety with the following:
(ii) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (other than (A) Taxes, (B) Other Taxes, (C) the imposition of, or any change in the rate of, any taxes described in clause (i)(a) and clauses (ii) through (iv) of the definition of Taxes in Section 2.17(a), (D) Connection Income Taxes, and (E) Taxes attributable to a Lender’s or an Issuing Lender’s failure to comply with Section 2.17(e)) or”.
Increased Costs Taxes. CAPITAL ADEQUACY ----------------------------------------
Increased Costs Taxes. 35 2.6 Special Provisions Governing LIBOR Rate Loans............................................... 40 2.7 Removal or Replacement of a Lender.......................................................... 42 2.8 Mitigation.................................................................................. 43
Increased Costs Taxes. 53 SECTION 6.01.
Increased Costs Taxes. 17 3.10 Basis for Determining Interest Rate Inadequate or Unfair................................. 20
Increased Costs Taxes. If as a result of any law, regulation, treaty or directive, or any change therein, or in the interpretation or application thereof or the Letter of Credit Issuer's compliance with any request or directive (whether or not having the force of law) from any court 134 or governmental authority, agency or instrumentality, any reserve, premium, special deposit, special assessment or similar requirements against (a) the Letter of Credit Issuer's assets, (b) deposits with the Letter of Credit Issuer or for its account, or (c) credit extended by the Letter of Credit Issuer, are imposed, modified or deemed applicable and the Letter of Credit Issuer determines that, by reason thereof, the cost to it of issuing or maintaining the Letter of Credit is increased, the Account Party agrees to pay to the Letter of Credit Issuer upon demand (which demand shall be accompanied by a statement setting forth the basis for the calculation thereof) such additional amount or amounts as will compensate it for such additional cost. Determinations by the Letter of Credit Issuer, for the purposes of this Section 5, of the additional amounts required to compensate it in respect of the foregoing shall be conclusive absent manifest error. The Account Party further agrees to pay any applicable levies or other taxes imposed in connection with the Letter of Credit other than net income taxes payable by the Letter of Credit Issuer.
Increased Costs Taxes. (a) If, as a result of any changes, arising after the date of this Agreement, in any requirement of law, or of the interpretation or application thereof by any court or by any governmental or other authority or entity charged with the administration thereof, whether or not having the force of law, which: (i) subjects any Lender to any taxes or changes the basis of taxation, or increases any existing taxes, on payments of principal, interest or other amounts payable by the Borrowers to the Agent or any Lender under this Agreement except for taxes on the Agent or any Lender's overall net income or capital imposed by the jurisdiction in which the Agent or that Lender's principal or lending offices are located, or subjects any Lender to any stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Agreement or any other Loan Document or from the execution or delivery of, or otherwise with respect to, this Agreement or any other Loan Document; (ii) imposes, modifies or deems applicable any reserve, cash margin, special deposit or similar requirements against assets held by, or deposits in or for the account of or loans by or any other acquisition of funds by the relevant funding office of any Lender; (iii) imposes on any Lender any other condition with respect to any Loan Document; or (iv) imposes on any Lender a requirement to maintain or allocate capital in relation to the Liabilities; and the result of any of the foregoing, in such Lender's reasonable opinion, is to increase the cost to that Lender of making or maintaining any loan, advance or financial
Increased Costs Taxes. Unless otherwise specifically stated in the Sales agreement, all taxes (except Seller’s income taxes), duties, fees and other impositions (“taxes”) that may be levied, charged, assessed or imposed by or payable to any federal, state, provincial, local, municipal or other governmental authority by reason of the transactions effected under the Sales Agreement are assumed by and shall be for the account of Buyer, and Buyer shall pay directly all such taxes or reimburse Seller therefor. In those cases, in which the laws, regulations or ordinances at the delivery destination impose upon Seller the obligation to report, to collect or to pay such taxes, Buyer shall deliver to Seller proper evidence of tax exemption as required or permitted by law to establish exemptions from such taxes. Any increase in Seller’s costs of performance after the date stated on the face of the Sale Contract resulting from additional taxes, duties, assessments or other charges imposed or collected by any governmental or taxing authority, increased insurance rates, and all other additional charges relating to the sale, loading, unloading, delivery, storage, and transportation of the Product, shall be for Buyer’s account. Seller will remit all taxes charged to the appropriate governmental authorities which it is required to collect from the Buyer in respect of any tax referred to in this Section 6.9. The Buyer represents, warrants and covenants that (i) it is registered for HST purposes and/or for provincial and/or state sales tax purposes and (ii) it has supplied Seller its applicable HST registration number and/or provincial and/or state sales tax number.
Increased Costs Taxes. Anything hereinbefore to the contrary notwithstanding, if any present or future applicable law (which expression, as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Agent or any Bank by any central bank or other fiscal, monetary or other authority, whether or not having the force of law) shall (a) subject the Agent or such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the maximum amount of the Loans or the payment to the Agent or such Bank of any amounts due to it hereunder, or (b) materially change the basis of taxation of payments to the Agent or such Bank of the principal or the interest thereon or any other amounts payable to the Agent or such Bank hereunder, or (c) impose or increase or render applicable any special or supplemental special deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by an office of the Agent or such Bank in respect of the transactions contemplated herein, or (d) impose on the Agent or such Bank any other conditions or requirements with respect to this Agreement, the Commitments, or any Loan or Letter of Credit , and the result of any of the foregoing is (i) to increase the cost to the Agent or such Bank of making, funding or maintaining all or any part of the Loans or Letters of Credit, or (ii) to reduce the amount of principal, interest or any other amount payable to the Agent or such Bank hereunder, or (iii) to require the Agent or such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregoing interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Agent or such Bank from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Agent or such Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower accompanied by calculations thereof in reasonable detail, and the Borrower shall pay to the Agent or such Bank suc...
Increased Costs Taxes. 24 2.05 Use of Proceeds.............................................................27
