Increased Tax Costs Sample Clauses
The "Increased Tax Costs" clause defines how additional tax liabilities arising during the course of a contract are handled between the parties. Typically, this clause stipulates that if a change in law or tax regulation results in higher taxes or new tax obligations related to the transaction, one party (often the buyer or lessee) must compensate the other for these increased costs. For example, if a new tax is imposed on payments made under the agreement, the responsible party would be required to pay the extra amount so the other party is not financially disadvantaged. The core function of this clause is to allocate the risk of unforeseen tax changes, ensuring that neither party suffers unexpected financial burdens due to shifts in tax law.
Increased Tax Costs. If any Change in Law shall subject any Lender or any Issuing Bank to any (i) 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 such Issuing Bank in respect thereof, or (ii) Tax imposed on it that is specially (but not necessarily exclusively) applicable to lenders such as such Lender as a result of the general extent and/or nature of their activities, assets, liabilities, leverage, other exposures to risk, or other similar factors, including but not limited to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith, any bank levy (being a Tax similar to the United Kingdom Tax known as the “bank levy”) in such form as it may be imposed and as amended or reenacted, and similar legislation (except, in each case of the foregoing clauses (i) and (ii), for Indemnified Taxes or Other Taxes covered by Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender; provided, however, for purposes of this Section 2.12(g), a franchise tax in lieu of or in substitute of net income taxes shall be treated as an Excluded Tax only if such franchise tax in lieu of or in substitute of net income taxes is imposed by a state, city or political subdivision of a state, in each case in the United States, for the privilege of being organized or chartered in, or doing business in, such state, city or political subdivision of such state or city in the United States), and the result of any of the foregoing shall be to increase the cost to such Lender such Issuing Bank of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or any other amount), then, upon request of such Lender or such Issuing Bank, Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as...
Increased Tax Costs. The Company agrees to make all payments or reimbursements under this Agreement free and clear of, and without deduction for, any future taxes (including withholding taxes) imposed (except for any tax or changes in the rate of tax imposed on overall income of any Bank) on payments of principal, interest and fees or charges under the Agreement which are attributable to, or represent, the application of any such tax for any time period after the Company has received notice of such tax from such Bank. Such Bank will use its reasonable efforts to minimize any taxes and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such tax(es) and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank or contrary to its stated policies. In the event that the Company is required to directly pay any such taxes, the Company agrees to furnish such Bank with official tax receipts evidencing payment of such taxes within forty-five (45) days after the due date for each such payment. Each Bank agrees that in the event that any such additional amount paid or reimbursed by the Company to or for such Bank in respect of any taxes be recovered, in whole or in part, by such Bank (by credit, offset, deduction or otherwise), against or in computing any income, franchise or other taxes, such Bank will promptly reimburse the Company the amount of such recovery. A transferee of any interest in the Agreement or the Notes shall not be entitled to the benefits of this Section 7.7 with respect to any taxes which would not have been incurred if there had been no transfer.
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Increased Tax Costs. If any Change in Law shall subject any Lender to any (i) Tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof, or (ii) Tax imposed on it that is specially (but not necessarily exclusively) applicable to lenders such as such Lender as a result of the general extent and/or nature of their activities, assets, liabilities, leverage, other exposures to risk, or other similar factors, including but not limited to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith, the United Kingdom Tax known as the “bank levy” in such form as it may be imposed and as amended or reenacted, and similar legislation (except, in each case of the foregoing clauses (i) and (ii), for (A) Indemnified Taxes, (B) Taxes described in clauses (a)(ii), (a)(iii) and (b)(ii) through (b)(iv) of the definition of Excluded Taxes, and 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW
Increased Tax Costs. If any Change in Law shall subject any Recipient to any Taxes (except for (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, and (C) Other Connection Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing shall be to increase the cost to such Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Recipient hereunder (whether of principal, interest or any other amount), then, upon request of such Recipient, the Borrower will pay to such Recipient, as the case may be, such additional amount or amounts as will compensate such Recipient, as the case may be, for such additional costs incurred or reduction suffered. 1304976.12A-NYCSR02A - MSW
Increased Tax Costs. No later than thirty (30) days after the Allocation Statement (as defined in Section 10.09(e)) has been agreed to by the parties (or, as the case may be, the Accountants have rendered their determination), the Shareholders’ Representative shall cause to be prepared and delivered to Acquiror a schedule setting forth a calculation of the Increased Tax Costs and the Gross Up (the “ITC Schedule”) together with supporting documentation. Acquiror shall have thirty (30) days after receipt of the ITC Schedule to notify the Shareholders’ Representative in writing of any objections. If Acquiror does not object in writing during such thirty (30) day period, the ITC Schedule shall be final and binding on all parties. If Acquiror objects in writing during such thirty (30) day period, Acquiror and the Shareholders’ Representative shall cooperate in good faith to reach a mutually agreeable ITC Schedule, which shall be binding on all parties. If Acquiror and the Shareholders’ Representative are unable to reach an agreement, any disputed items shall be referred to the Accountants for resolution, and the determination of the Accountants shall be final and binding on all parties. The fees and expenses of the Accountants shall be paid Fifty Percent (50%) by Acquiror and Fifty Percent (50%) by the Shareholders’ Representative. Any fees and expenses of the Accountants payable by the Shareholders’ Representative shall be paid by a release of funds from the Escrow Account to Acquiror. Within seven (7) days after the ITC Schedule has been agreed to (or, as the case may be, the Accountants have rendered their determination), Acquiror shall pay the Increased Tax Costs and the Gross Up, as set forth on the final ITC Schedule, to the Shareholders’ Representative, and thereafter Acquiror shall have no further obligation to the Pre-Closing Shareholders pursuant to this Section 10.09(d).
Increased Tax Costs. If any Change in Law shall subject any Lender to any (i) Tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis 137 1031947.12E-CHISR1060441.10-CHISR01A - MSW