Indemnity for Taxes, Reserves and Expenses. If, after the date hereof, the adoption of any law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law or guideline by any Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority (whether or not having the force of law): (a) subjects any Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of payments of amounts due hereunder or thereunder or with respect to this Agreement or any of the other Loan Documents, (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income incurred by such Affected Party arising out of or under this Agreement or any of the other Loan Documents) and (ii) any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a); (b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the Board), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any Affected Party; (c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; or (d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) attorneys' fees and expenses incurred by officers or employees of an Affected Party (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Documents or the purchase, maintenance or funding of the Loans by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital of, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans hereunder, the Affected Party may notify the Indemnifying Party of the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to pay to the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party for such increase, reduction or imposition which determination shall be conclusive. Such amounts shall be due and payable by the Indemnifying Parties 15 days after such notice is given.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. If, after the date hereof, the adoption of any law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law or guideline by any Governmental Authority Entity charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Entity (whether or not having the force of law):
(a) subjects any Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of payments of amounts due hereunder or thereunder or with respect to this Agreement or any of the other Loan Documents, (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income incurred by such Affected Party arising out of or under this Agreement or any of the other Loan Documents) and (ii) Taxes, Other Taxes and any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a2.9(a);
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the Board), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor Borrower held by, credit to the Borrower, Capital and the Parent Guarantor Borrower extended by, deposits of the Borrower, Capital and the Parent Guarantor Borrower with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor Borrower by, any Affected Party;
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) attorneys' fees and expenses incurred by officers or employees of an Affected Party (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Documents or the purchase, maintenance or funding of the Loans by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital of, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans hereunder, the Affected Party may notify the Indemnifying Party Borrower of the amount of such increase, reduction, or imposition, and the Indemnifying Parties Borrower hereby jointly and severally agree agrees to pay to the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party for such increase, reduction or imposition which determination shall be conclusive. Such amounts shall be due and payable by the Indemnifying Parties Borrower 15 days after such notice is given.
Appears in 1 contract
Samples: Bridge Loan Agreement (NTL Inc /De/)
Indemnity for Taxes, Reserves and Expenses. If, If after the date hereof, the adoption of any law Law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law Law or guideline by any Governmental Authority Official Body charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of lawLaw):
(a) subjects any an Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of with respect to the Purchase Documents, the Participation Interest, the Purchased Receivables or payments of amounts due hereunder or thereunder or with respect to this Agreement or any of under the other Loan Documents, Purchased Receivables (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxestaxes (unless such tax results solely from the failure to file or keep current any certification or documentation required to qualify for any exemption from or reduction of any such tax to which such Affected Party would otherwise be entitled), and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's gross negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income Income Taxes incurred by such Affected Party arising out of or under as a result of this Agreement or any the ownership of the other Loan Documents) and (ii) Participation Interest or in respect of any taxesReceivable), levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);or
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the BoardBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any an Affected Party;, or
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; , or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) attorneys' fees and expenses, expenses incurred by officers or employees of an Affected Party the Referral Agent's credit recovery group (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) ), in each case only to the extent such expenses are reasonable, with respect to this Agreement or any of the other Loan Documents Purchase Documents, the Participation Interest, the Purchased Receivables or the purchase, maintenance or funding of the Loans purchase of the Participation Interest in any Receivables by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital ofcapital, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans purchases hereunder, the Affected Party Buyer may notify the Indemnifying Party Seller of the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to Seller shall pay to the Affected Party Buyer the amount so notified to the Affected Party deems Seller by the Buyer (which determination shall be conclusive) necessary to compensate the Affected Party Buyer for such increase, reduction or imposition which determination imposition; provided, that the Seller and any other persons who from time to time sell receivables or interests therein to the Buyer ("Other Sellers") each shall be conclusiveliable for such amount ratably in accordance with the usage under their respective facilities; provided, further, that (i) if any portion of such amount is attributable to the Seller and not attributable to any Other Seller, the Seller shall be solely liable for such portion, and (ii) if any portion of such amount is attributable to any Other Seller and not attributable to the Seller in any way, the Seller shall not be liable for any of such portion. The Buyer's determination with respect to the allocation of such amounts among the Seller and Other Sellers shall be binding on the Seller. Such amounts shall be due and payable by the Indemnifying Parties 15 days Seller to such Affected Party ten (10) Business Days after such notice is given.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Volt Information Sciences Inc)
Indemnity for Taxes, Reserves and Expenses. If, If after the date ------------------------------------------ hereof, the adoption of any law Law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law Law or guideline by any Governmental Authority Official Body charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of lawLaw):
(a) subjects any an Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of with respect to the Purchase Documents, the Participation Interest, the Purchased Receivables or payments of amounts due hereunder or thereunder or with respect to this Agreement or any of under the other Loan Documents, Purchased Receivables (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxestaxes (unless such tax results solely from the failure to file or keep current any certification or documentation required to qualify for any exemption from or reduction of any such tax to which such Affected Party would otherwise be entitled), and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's gross negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income Income Taxes incurred by such Affected Party arising out of or under as a result of this Agreement or any the ownership of the other Loan Documents) and (ii) Participation Interest or in respect of any taxesReceivable), levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);or
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the BoardBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any an Affected Party;, or
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; , or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, ,
(i) loss of margin and (ii) attorneys' fees and expenses, expenses incurred by officers or employees of an Affected Party the Referral Agent's credit recovery group (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Documents Purchase Documents, the Participation Interest, the Purchased Receivables or the purchase, maintenance or funding of the Loans purchase of the Participation Interest in any Receivables by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital ofcapital, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans purchases hereunder, the Affected Party Buyer may notify the Indemnifying Party Seller of the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to Seller shall pay to the Affected Party Buyer the amount so notified to the Affected Party deems Seller by the Buyer (which determination shall be conclusive) necessary to compensate the Affected Party Buyer for such increase, reduction or imposition which determination imposition; provided, that -------- the Seller and any other persons who from time to time sell receivables or interests therein to the Buyer ("Other Sellers") each shall be conclusiveliable for such amount ratably in accordance with the usage under their respective facilities; provided, further, that (i) if any portion of such amount is attributable to the -------- ------- Seller and not attributable to any Other Seller, the Seller shall be solely liable for such portion, and (ii) if any portion of such amount is attributable to any Other Seller and not attributable to the Seller in any way, the Seller shall not be liable for any of such portion. The Buyer's determination with respect to the allocation of such amounts among the Seller and Other Sellers shall be binding on the Seller. Such amounts shall be due and payable by the Indemnifying Parties 15 days Seller to such Affected Party ten (10) Business Days after such notice is given.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. If, If after the date hereof, the adoption of any law Law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law Law or guideline by any Governmental Authority Official Body charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of lawLaw):
(a) subjects any an Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of with respect to the Purchase Documents, the Participation Interests, the Purchased Receivables or payments of amounts due hereunder or thereunder or with respect to this Agreement or any of under the other Loan Documents, Purchased Receivables (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxestaxes (unless such tax results solely from the failure to file or keep current any certification or documentation required to qualify for any exemption from or reduction of any such tax to which such Affected Party would otherwise be entitled), and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's gross negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income Income Taxes incurred by such Affected Party arising out of or under as a result of this Agreement or any the ownership of the other Loan Documents) and (ii) Participation Interest or in respect of any taxesReceivable), levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);or
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the BoardBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any an Affected Party;, or
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; , or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) reasonable attorneys' fees and expenses, expenses incurred by officers or employees of an Affected Party the Administrative Agent's credit recovery group (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Documents Purchase Documents, the Participation Interest, the Purchased Receivables or the purchase, maintenance or funding of the Loans purchase of the Participation Interest in any Receivables by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital ofcapital, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans purchases hereunder, the Affected Party Administrative Agent, any Managing Agent or any Buyer may notify the Indemnifying Party Seller of the amount of such increase, reduction, or impositionimposition in writing within 180 days of the later of the event giving rise to such increased costs or the Administrative Agent's, such Managing Agent's or such Buyer's knowledge thereof, and shall provide the Indemnifying Parties hereby jointly and severally agree to pay to Seller with a certificate which identifies the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party factual basis for such increase, reduction or imposition imposition, the amount or amounts that the Administrative Agent, such Managing Agent or such Buyer has reasonably determined will compensate it hereunder, and the manner in which such amount or amounts have been calculated, and the Seller shall pay to the applicable party the amount so notified to the Seller by such party (which determination shall be conclusive) necessary to compensate such party for such increase, reduction or imposition; provided, that the Seller and any other persons who from time to time sell receivables or interests therein to the Buyers ("Other Sellers") each shall be liable for such amount ratably in accordance with the usage under their respective facilities; provided, further, that (i) if any portion of such amount is attributable to the Seller and not attributable to any Other Seller, the Seller shall be solely liable for such portion, and (ii) if any portion of such amount is attributable to any Other Seller and not attributable to the Seller in any way, the Seller shall not be liable for any of such portion. The Administrative Agent's determination with respect to the allocation of such amounts among the Seller and Other Sellers shall be binding on the Seller. Such amounts shall be due and payable by the Indemnifying Parties 15 days Seller to such Affected Party ten (10) Business Days after such notice is given.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Commercial Metals Co)
Indemnity for Taxes, Reserves and Expenses. If, after the date hereof, the adoption of any law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law or guideline by any Governmental Authority Entity charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Entity (whether or not having the force of lawlaw made or issued after the date hereof):
(a) subjects any Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of payments of amounts due hereunder or thereunder or with respect to this Agreement or any of the other Loan Related Documents, (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income incurred by such Affected Party arising out of or under as a result of this Agreement Agreement, the Notes or any of the other Loan Documents) Related Documents and (ii) Taxes, Other Taxes and any taxes, levies, imposts, deductions, charges or withholding specifically that are excluded under Section 2.10(a2.11(a));
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the BoardBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any Affected Party;
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) attorneys' fees and expenses, expenses incurred by officers or employees of an Affected Party (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Related Documents or the purchase, maintenance or funding of the Loans by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital of, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documentsobligations hereunder, the obligations hereunder or thereunder Related Documents or the funding of the Loans hereunder, the Affected Party may notify the Indemnifying Party of the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to shall pay to the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party for such increase, reduction or imposition which determination shall be conclusive. Such amounts shall be due and payable by the Indemnifying Parties 15 days after such notice is given.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. If, If after the date hereof, the adoption of any law Law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law Law or guideline by any Governmental Authority Official Body charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of lawLaw):
(a) subjects any an Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of with respect to the Purchase Documents, the Participation Interest, the Purchased Receivables or payments of amounts due hereunder or thereunder or with respect to this Agreement or any of under the other Loan Documents, Purchased Receivables (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxestaxes (unless such tax results solely from the failure to file or keep current any certification or documentation required to qualify for any exemption from or reduction of any such tax to which such Affected Party would otherwise be entitled), and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's gross negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income Income Taxes incurred by such Affected Party arising out of or under as a result of this Agreement or any the ownership of the other Loan Documents) and (ii) Participation Interest or in respect of any taxesReceivable), levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);or
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the BoardBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any an Affected Party;, or
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; , or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) reasonable attorneys' fees and expenses, expenses incurred by officers or employees of an Affected Party the Referral Agent's credit recovery group (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Documents Purchase Documents, the Participation Interest, the Purchased Receivables or the purchase, maintenance or funding of the Loans purchase of the Participation Interest in any Receivables by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital ofcapital, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans purchases hereunder, the Affected Party Buyer may notify the Indemnifying Party Seller of the amount of such increase, reduction, or impositionimposition in writing within 180 days of the later of the event giving rise to such increased costs or the Buyer's knowledge thereof, and shall provide the Indemnifying Parties hereby jointly and severally agree to pay to Seller with a certificate which identifies the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party factual basis for such increase, reduction or imposition imposition, the amount or amounts that the Buyer has reasonably determined will compensate it hereunder, and the manner in which such amount or amounts have been calculated, and the Seller shall pay to the Buyer the amount so notified to the Seller by the Buyer (which determination shall be conclusive) necessary to compensate the Buyer for such increase, reduction or imposition; provided, that the Seller and any other persons who from time to time sell receivables or interests therein to the Buyer ("Other Sellers") each shall be liable for such amount ratably in accordance with the usage under their respective facilities; provided, further, that (i) if any portion of such amount is attributable to the Seller and not attributable to any Other Seller, the Seller shall be solely liable for such portion, and (ii) if any portion of such amount is attributable to any Other Seller and not attributable to the Seller in any way, the Seller shall not be liable for any of such portion. The Buyer's determination with respect to the allocation of such amounts among the Seller and Other Sellers shall be binding on the Seller. Such amounts shall be due and payable by the Indemnifying Parties 15 days after such notice is given.Seller to
Appears in 1 contract
Samples: Receivables Purchase Agreement (Commercial Metals Co)
Indemnity for Taxes, Reserves and Expenses. If, If after the date hereof, the adoption of any law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law or guideline by any Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority (whether or not having the force of law):
(a) subjects any an Affected Party to any tax or changes the basis of any kind taxation with respect to this Agreement or the Bridge Notes Preferred Securities or changes the basis of taxation of payments of amounts due hereunder or thereunder or with respect to this Agreement or any of the other Loan Transaction Documents, (including, without limitation, any sales, gross receipts, general corporate, withholding, personal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's gross negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income or franchise taxes imposed in lieu of income taxes) incurred by such Affected Party arising out of or under as a result of this Agreement or any of the other Loan Transaction Documents) and (ii) any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the BoardBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any an Affected Party;
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) attorneys' fees and expenses, expenses incurred by officers or employees of an Affected Party (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Transaction Documents or the purchase, maintenance or funding of the Loans purchase of the Preferred Securities by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital of, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documentsobligations hereunder, the obligations hereunder or thereunder Transaction Documents or the funding of the Loans purchase of the Preferred Securities hereunder, the Affected Party may notify the Indemnifying Party Parties of the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to shall pay to the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party for such increase, reduction or imposition which determination imposition. Any Affected Party claiming additional compensation under this Section 10.4 shall deliver to EEX a certificate setting forth any additional amounts that such Affected party is entitled to receive, including a calculation thereof in reasonable detail, such certificate to be conclusiveconclusive absent manifest error. Such amounts shall be due and payable by the Indemnifying Parties 15 days five (5) Business Days after such notice certificate is givendelivered.
(e) To avoid doubt, the parties hereto acknowledge and agree that none of EEX, EEX Capital, MIStS Issuer or their Affiliates have made any representations or warranties to the Placement Agent or any Affected Party concerning the availability, or lack thereof, of the "dividend received deduction under the Code." Accordingly, no indemnification with respect to any taxes owed, or purported to be owed, relating to such deduction shall be available under this Agreement or any Transaction Document.
Appears in 1 contract
Samples: Preferred Interests and Preferred Stock Subscription Agreement (Enserch Exploration Inc /Tx/)
Indemnity for Taxes, Reserves and Expenses. If, (a) If after the date hereof, the adoption of any law Governmental Rule or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future law Governmental Rule or bank regulatory guideline by any Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of lawGovernmental Rule):
(ai) subjects shall subject any Affected Indemnified Party to any tax of any kind tax, duty, deduction or other charge with respect to the Receivables, the Pooling and Servicing Agreement, the Series Supplement, the Certificates, this Certificate Purchase Agreement or the Bridge Notes payments of amounts due thereunder, or changes shall change the basis of taxation of payments to any Indemnified Party of amounts due hereunder payable in respect thereof (except for changes in the rate of general corporate, franchise, net income or thereunder other income tax (including by means of withholding) imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party's principal executive office is located or with respect any other jurisdiction in which the Indemnified Party would be subject to such tax even if the transactions contemplated by this Agreement had not occurred); or
(ii) shall impose, modify or deem applicable any of the other Loan Documentsreserve, capital, special deposit or similar requirement (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income incurred by such Affected Party arising out of or under this Agreement or any of the other Loan Documents) and (ii) any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve requirement imposed by the Board), special deposit or similar requirement Board of Governors of the Federal Reserve System) against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended byof, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor credit extended by, any Affected Party;
Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Receivables, the Pooling and Servicing Agreement, the Series Supplement, the Certificates, this Certificate Purchase Agreement or payments of amounts due thereunder (c) shall change the amount of capital maintained or requested or directed including with respect to be maintained by an Affected PartyEurocurrency liability reserves); or
(diii) imposes upon an Affected any Indemnified Party any other condition cost or expense (including, without limitation, (i) loss of margin and (ii) reasonable attorneys' fees and expenses incurred by officers or employees of an Affected Party (or any successor thereto) expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Applicable Indemnifying Party) with respect to this Agreement the Receivables, the Certificates, any Series Document or any payments of the other Loan Documents amounts due hereunder or the purchase, maintenance or funding of the Loans by an Affected Party, thereunder; and the result of any of the foregoing is to increase the cost to, or reduce the income receivable bypayments to such Indemnified Party with respect to the Receivables, reduce the Pooling and Servicing Agreement, the Series Supplement, the Certificates, this Certificate Purchase Agreement or payments of amounts due thereunder or the obligations thereunder or the funding of any Purchases with respect thereto by any Purchaser, by an amount deemed by such Indemnified Party to be material, then the Seller agrees to pay such Indemnified Party, within 10 days after demand by such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduced payments.
(b) If any Indemnified Party shall have determined that, after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Governmental Authority, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on capital ofof such Indemnified Party (or its parent) as a consequence of such Indemnified Party's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or impose any expense directive (including loss of margin) upon, an Affected Party taking into consideration its policies with respect to this Agreementcapital adequacy) by an amount deemed by such Indemnified Party to be material, any of the other Loan Documentsthen from time to time, the obligations hereunder Seller agrees to pay such Indemnified Party, within 10 days after demand by any such Indemnified Party, such additional amount or thereunder amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.04(a) or (b) shall promptly deliver to the funding of Seller a certificate setting forth in reasonable detail the Loans hereunder, the Affected Party may notify the Indemnifying Party of the amount computation of such increaseincreased costs or capital and specifying the basis therefor and such other information as may be reasonably requested by the Seller. In the absence of manifest error, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to pay to the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party for such increase, reduction or imposition which determination certificate shall be conclusiveconclusive and binding for all purposes. Such amounts Each Indemnified Party shall use reasonable efforts to mitigate the effect upon the 24 Seller of any such increased costs or capital requirements; provided, it shall not be due and payable by the Indemnifying Parties 15 days after such notice is givenobligated to take any action that it determines would be disadvantageous to it or inconsistent with its policies.
Appears in 1 contract
Samples: Certificate Purchase Agreement (Deutsche Floorplan Receivables L P)
Indemnity for Taxes, Reserves and Expenses. If, (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future law Law or bank regulatory guideline by any Governmental Authority Official Body charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Official Body (in the case of any bank regulatory guideline, whether or not having the force of lawLaw):
(a1) subjects shall subject any Affected Indemnified Party to any tax of any kind tax, duty or other charge with respect to this Agreement Agreement, the Note, the Net Investment, the Collateral or the Bridge Notes payments of amounts due hereunder, or changes shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the Note, the Net Investment, the Collateral or payments of amounts due hereunder or thereunder or with respect its obligation to this advance funds under the Liquidity Agreement, the Credit Support Agreement or otherwise in respect of this Agreement, the Note, the Net Investment or the Collateral (except for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party's principal executive office is located); or
(2) shall impose, modify or deem applicable any of the other Loan Documentsreserve, special deposit or similar requirement (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income incurred by such Affected Party arising out of or under this Agreement or any of the other Loan Documents) and (ii) any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve requirement imposed by the Board), special deposit or similar requirement Board of Governors of the Federal Reserve System) against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended byof, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor credit extended by, any Affected PartyIndemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the Note, the Net Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds under the Liquidity Agree- ment, the Credit Support Agreement or otherwise in re- spect of this Agreement, the Note, the Net Investment or the Collateral;
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; or
(d3) imposes upon an Affected any Indemnified Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) reasonable attorneys' fees and expenses incurred by officers or employees of an Affected Party (or any successor thereto) expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the Note, the Net Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds under the Liquidity Agreement or any the Credit Support Agreement or otherwise in respect of this Agreement, the other Loan Documents Note, the Net Investment or the purchase, maintenance or funding of the Loans by an Affected Party, Collateral; and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital of, or impose any expense (including loss of margin) upon, an Affected to such Indemnified Party with respect to this Agreement, any of the other Loan DocumentsNote, the Net Investment, the Collateral, the obligations hereunder or thereunder or hereunder, the funding of the Loans any purchases hereunder, the Affected Liquidity Agreement or the Credit Support Agreement, by an amount deemed by such Indemnified Party may notify to be material, then within 10 days after demand by the Indemnifying Party of Company, the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to Issuer shall pay to the Affected Party the Company such additional amount the Affected Party deems necessary to or amounts as will compensate the Affected such Indemnified Party for such increase, reduction or imposition which determination increased cost PROVIDED that no such amount shall be conclusive. Such payable with respect to any period commencing more than 90 days prior to the date the Company first notifies the Issuer of its intention to demand compensation therefor under this Section 4.2(a).
(b) If any Indemnified Party shall have determined that after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within 10 days after demand by the Company, the Issuer shall pay to the Company such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction; PROVIDED that no such amount shall be due and payable with respect to any period commencing less than 30 days after the date the Company first notifies the Issuer of its intention to demand compensation under this Section 4.2(b).
(c) The Company will promptly notify the Issuer of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 4.2. A notice by the Indemnifying Parties 15 days after Company claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such notice is givenamount, the Company may use any reasonable averaging and attributing methods.
(d) Anything in this Section 4.2 to the contrary notwithstanding, if the Company enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, the Company shall allocate the liability for any amounts under this Section 4.2 ("SECTION 4.2 COSTS") ratably to the Issuer and each Other Transferor; and PROVIDED, FURTHER, that if such Section 4.2 Costs are attributable to the Issuer and not attributable to any Other Transferor, the Issuer shall be solely liable for such Section 4.2 Costs or if such Section 4.2 Costs are attributable to Other Transferors and not attributable to the Issuer, such Other Transferors shall be solely liable for such Section 4.2 Costs.
Appears in 1 contract
Samples: Note Purchase Agreement (First Investors Financial Services Group Inc)
Indemnity for Taxes, Reserves and Expenses. If, (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future law Law or bank regulatory guideline by any Governmental Authority Official Body charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Official Body (in the case of any bank regulatory guideline, whether or not having the force of lawLaw):
(ai) subjects shall subject the Lendor or any Affected Party permitted assigns (collectively, the "Indemnified Parties") to any tax of any kind whatsoever with respect to this Agreement the Facility Documents, the Collateral or the Bridge Notes payments of amounts due hereunder (excluding income taxes) or changes change the basis of taxation of payments of amounts due hereunder or thereunder or with to any Indemnified Party in respect to this Agreement or any of the other Loan Documents, thereof (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license excluding income taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income incurred by such Affected Party arising out of or under this Agreement or any of the other Loan Documents) and (ii) any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);
(bii) imposesshall impose, modifies modify or deems hold applicable any reserve (including, without limitation, any reserve imposed by the Board)reserve, special deposit deposit, compulsory loan or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or other liabilities in or for the account of, advances, or other extensions of credit by, or any other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any Affected Partyoffice of any Indemnified Party which is not otherwise included in the determination of the Eurodollar Rate hereunder;
(ciii) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; or
(d) imposes upon an Affected impose on any Indemnified Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) attorneys' fees and expenses incurred by officers or employees of an Affected Party (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Documents or the purchase, maintenance or funding of the Loans by an Affected Party, condition; and the result of any of the foregoing is to increase the cost toto such Indemnified Party, by an amount which such Indemnified Party deems to be material, of entering, continuing or maintaining any Facility Document, the Collateral or the Loan or to reduce any amount due or owing hereunder in respect thereof, such Indemnified Party shall notify the income receivable byBorrower. The Borrower shall promptly pay such Indemnified Party such additional amount or amounts as calculated by such Indemnified Party in good faith as will compensate such Indemnified Party for such increased cost or reduced amount receivable; provided that such compensation will be limited to (A) the period commencing not more than 120 days prior to the date of such notification or (B) any longer period of retroactive effect of any such adoption, reduce change or requirement for compliance if such notification is given 120 days or less after such adoption, change or requirement for compliance.
(b) If any Indemnified Party shall have determined that, after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of Law) of any such Official Body, shall have the effect of reducing the rate of return on capital ofof such Indemnified Party (or its parent corporation) as a consequence of its obligations hereunder to a level below that which such Indemnified Party or such corporation could have achieved but for such adoption, change or impose any expense compliance (including loss of margin) upon, an Affected Party taking into consideration such Indemnified Party's or such corporation's policies with respect to this Agreementcapital adequacy) by an amount deemed by such Indemnified Party or such corporation to be material, any of the other Loan Documentsthen from time to time, the obligations hereunder or thereunder or the funding of the Loans hereunder, the Affected Party may notify the Indemnifying Party of the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to Borrower shall promptly pay to the Affected such Indemnified Party the or such corporation such additional amount the Affected Party deems necessary to or amounts as will compensate the Affected Party for such increasereduction; provided that such compensation will be limited to (A) the period commencing not more than 120 days prior to the date of notice to the Borrower or (B) any longer period of retroactive effect of any such adoption, reduction change or imposition which determination shall be conclusive. Such amounts shall be due and payable by the Indemnifying Parties 15 days after requirement for compliance if such notice is givengiven 120 days or less after such adoption, change or requirement for compliance.
(c) If any Indemnified Party becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Indemnified Party to the Borrower shall be conclusive in the absence of manifest error.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. If, If after the date hereof, the adoption of any law Law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law Law or guideline by any Governmental Authority Official Body charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of lawLaw):
(a) subjects any an Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of with respect to the Purchase Documents, the Participation Interests, the Purchased Receivables or payments of amounts due hereunder or thereunder or with respect to this Agreement or any of under the other Loan Documents, Purchased Receivables (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxestaxes (unless such tax results solely from the failure to file or keep current any certification or documentation required to qualify for any exemption from or reduction of any such tax to which such Affected Party would otherwise be entitled), and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's gross negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income Income Taxes incurred by such Affected Party arising out of or under as a result of this Agreement or any the ownership of the other Loan Documents) and (ii) Participation Interests or in respect of any taxesReceivable), levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);or
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the BoardBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any an Affected Party;, or
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; , or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) attorneys' fees and expenses, expenses incurred by officers or employees of an Affected Party the Administrator's or a Buyer Agent's credit recovery group (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) ), in each case only to the extent such expenses are reasonable, with respect to this Agreement or any of the other Loan Documents Purchase Documents, the Participation Interests, the Purchased Receivables or the purchase, maintenance or funding of the Loans purchase of the Participation Interests in any Receivables by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital ofcapital, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans purchases hereunder, the such Affected Party may notify the Indemnifying Party Seller of the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to Seller shall pay to the such Affected Party the amount so notified to the Seller by the such Affected Party deems (which determination shall be conclusive) necessary to compensate the such Affected Party for such increase, reduction or imposition which determination imposition; provided, that the Seller and any other persons who from time to time sell receivables or interests therein to the Buyers ("Other Sellers") each shall be conclusiveliable for such amount ratably in accordance with the usage under their respective facilities; provided, further, that (i) if any portion of such amount is attributable to the Seller and not attributable to any Other Seller, the Seller shall be solely liable for such portion, and (ii) if any portion of such amount is attributable to any Other Seller and not attributable to the Seller in any way, the Seller shall not be liable for any of such portion. Such Affected Party's determination with respect to the allocation of such amounts among the Seller and Other Sellers shall be binding on the Seller. Such amounts shall be due and payable by the Indemnifying Parties 15 days Seller to such Affected Party ten (10) Business Days after such notice is given.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Volt Information Sciences, Inc.)
Indemnity for Taxes, Reserves and Expenses. If, after the date hereof, the adoption of any law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law or guideline by any Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority (whether or not having the force of law):
(a) subjects any Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of payments of amounts due hereunder or thereunder or with respect to this Agreement or any of the other Loan Documents, (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's negligence or willful misconduct)tax, but excluding (i) federal, state or local taxes based on such net income incurred by such Affected Party arising out of or under this Agreement or any of the other Loan Documents) and (ii) any taxes, levies, imposts, deductions, charges or withholding franchise taxes that are specifically excluded under Section 2.10(a2.9(a));
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the Board), special deposit or similar requirement against assets of the Borrower, Capital Borrower and the Parent Guarantor Guarantors held by, credit to the Borrower, Capital Borrower and the Parent Guarantor Guarantors extended by, deposits of the Borrower, Capital Borrower and the Parent Guarantor Guarantors with or for the account of, or other acquisition of funds of the Borrower, Capital Borrower and the Parent Guarantor Guarantors by, any Affected Party;
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) attorneys' fees and expenses, expenses incurred by officers or employees of an Affected Party (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Documents or the purchase, maintenance or funding of the Loans by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital of, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans hereunder, the Affected Party may notify the Indemnifying Party of the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to pay to the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party for such increase, reduction or imposition which determination shall be conclusive. Such amounts shall be due and payable by the Indemnifying Parties 15 days after such notice is given.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. If, If after the date hereof, the adoption of any law Law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law Law or guideline by any Governmental Authority Official Body charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of lawLaw):
(a) subjects any an Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of with respect to the Purchase Documents, the Participation Interests, the Purchased Receivables or payments of amounts due hereunder or thereunder or with respect to this Agreement or any of under the other Loan Documents, Purchased Receivables (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxestaxes (unless such tax results solely from the failure to file or keep current any certification or documentation required to qualify for any exemption from or reduction of any such tax to which such Affected Party would otherwise be entitled), and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's ’s gross negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income Income Taxes incurred by such Affected Party arising out of or under as a result of this Agreement or any the ownership of the other Loan Documents) and (ii) Participation Interest or in respect of any taxesReceivable), levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);or
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the BoardBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any an Affected Party;, or
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; , or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) reasonable attorneys' ’ fees and expenses, expenses incurred by officers or employees of an Affected Party the Administrative Agent’s credit recovery group (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Documents Purchase Documents, the Participation Interest, the Purchased Receivables or the purchase, maintenance or funding of the Loans purchase of the Participation Interest in any Receivables by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital ofcapital, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans purchases hereunder, the Affected Party Administrative Agent, any Managing Agent or any Buyer may notify the Indemnifying Party Seller of the amount of such increase, reduction, or impositionimposition in writing within 180 days of the later of the event giving rise to such increased costs or the Administrative Agent’s, such Managing Agent’s or such Buyer’s knowledge thereof, and shall provide the Indemnifying Parties hereby jointly and severally agree to pay to Seller with a certificate which identifies the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party factual basis for such increase, reduction or imposition imposition, the amount or amounts that the Administrative Agent, such Managing Agent or such Buyer has reasonably determined will compensate it hereunder, and the manner in which such amount or amounts have been calculated, and the Seller shall pay to the applicable party the amount so notified to the Seller by such party (which determination shall be conclusive) necessary to compensate such party for such increase, reduction or imposition; provided, that the Seller and any other persons who from time to time sell receivables or interests therein to the Buyers (“Other Sellers”) each shall be liable for such amount ratably in accordance with the usage under their respective facilities; provided, further, that (i) if any portion of such amount is attributable to the Seller and not attributable to any Other Seller, the Seller shall be solely liable for such portion, and (ii) if any portion of such amount is attributable to any Other Seller and not attributable to the Seller in any way, the Seller shall not be liable for any of such portion. The Administrative Agent’s determination with respect to the allocation of such amounts among the Seller and Other Sellers shall be binding on the Seller. Such amounts shall be due and payable by the Indemnifying Parties 15 days Seller to such Affected Party ten (10) Business Days after such notice is given.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Commercial Metals Co)
Indemnity for Taxes, Reserves and Expenses. If, after the date hereof, the adoption of any law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law or guideline by any Governmental Authority Entity charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Entity (whether or not having the force of law):
(a) subjects any Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes Loans or changes the basis of taxation of payments of amounts due hereunder or thereunder or with respect to this Agreement or any of the other Loan Documents, Documents (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income incurred by such Affected Party arising out of or under this Agreement or any of the other Loan Documents) and (ii) Taxes, Other Taxes and any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(aSECTION 2.10(A);
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the Board), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Borrower or any Guarantor held by, credit to the Borrower, Capital and the Parent Borrower or any Guarantor extended by, deposits of the Borrower, Capital and the Parent Borrower or any Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Borrower or any Guarantor by, any Affected Party;
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; or
(d) imposes upon an Affected Party any other condition or expense (including, including without limitation, (i) loss of margin and (ii) attorneys' fees and expenses incurred by officers or employees of an Affected Party (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any an of the other Loan Documents or the purchase, maintenance or funding of the Loans by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital of, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations Obligations hereunder or thereunder or the funding of the Loans hereunder, the Affected Party may notify the Indemnifying Party of the amount of such increase, reduction, or imposition, and the Indemnifying Parties Party hereby jointly and severally agree agrees to pay to the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party for such increase, reduction or imposition which determination shall be conclusiveconclusive absent manifest error. Such amounts shall be due and payable by the Indemnifying Parties Party 15 days after such notice is given.
Appears in 1 contract
Samples: Senior Secured Loan Facility and Guaranty Agreement (Railamerica Inc /De)
Indemnity for Taxes, Reserves and Expenses. If, (a) If after the date hereof, the adoption of any law Governmental Rule or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future law Governmental Rule or bank regulatory guideline by any Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of lawGovernmental Rule):
(ai) subjects shall subject any Affected Indemnified Party to any tax of any kind tax, duty, deduction or other charge with respect to the Receivables, the Class A Notes, this Note Purchase Agreement or the Bridge Notes other Series Documents, or changes payments of amounts due thereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts due hereunder payable in respect thereof (except for changes in the rate of general corporate, franchise, net income or thereunder other income tax (including by means of withholding) imposed on such Indemnified Party by the United States of America, the jurisdiction (or with respect to this Agreement a political subdivision thereof) in which such Indemnified Party's principal executive office is located or any of other jurisdiction in which the other Loan DocumentsIndemnified Party would be subject to such tax even if the transactions contemplated by this Note Purchase Agreement had not occurred); or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income incurred by such Affected Party arising out of or under this Agreement or any of the other Loan Documents) and (ii) any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve requirement imposed by the Board), special deposit or similar requirement Board of Governors of the Federal Reserve System) against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended byof, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor credit extended by, any Affected Party;
Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Receivables, the Class A Notes, this Note Purchase Agreement, the other Series Documents or payments of amounts due thereunder (c) shall change the amount of capital maintained or requested or directed including with respect to be maintained by an Affected PartyEurocurrency liability reserves); or
(diii) imposes upon an Affected any Indemnified Party any other condition cost or expense (including, without limitation, (i) loss of margin and (ii) reasonable attorneys' fees and expenses incurred by officers or employees of an Affected Party (or any successor thereto) expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Applicable Indemnifying Party) with respect to this Agreement the Receivables, the Class A Notes, any Series Document or any payments of the other Loan Documents amounts due hereunder or the purchase, maintenance or funding of the Loans by an Affected Party, thereunder; and the result of any of the foregoing is to increase the cost to, or reduce the income receivable bypayments to such Indemnified Party with respect to the Receivables, reduce the Class A Notes, this Note Purchase Agreement, the Series Documents or payments of amounts due thereunder or the obligations thereunder or the funding of any purchases (including Incremental Fundings) with respect thereto by any Purchaser, by an amount deemed by such Indemnified Party to be material, then the Transferor agrees to pay such Indemnified Party, within five Business Days after demand by such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduced payments.
(b) If any Indemnified Party shall have determined that, after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Governmental Authority, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on capital ofof such Indemnified Party (or its parent) as a consequence of such Indemnified Party's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or impose any expense directive (including loss of margin) upon, an Affected Party taking into consideration its policies with respect to this Agreementcapital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time the Transferor agrees to pay such Indemnified Party, within 10 days after demand by any such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.03(a) or (b) shall promptly deliver to the other Loan Documents, Transferor a certificate setting forth in reasonable detail the obligations hereunder or thereunder or the funding of the Loans hereunder, the Affected Party may notify the Indemnifying Party of the amount computation of such increaseincreased costs or capital and specifying the basis therefor. In the absence of manifest error, reductionsuch certificate shall be conclusive and binding for all purposes. Each Indemnified Party shall use reasonable efforts to mitigate the effect upon the Transferor of any such increased costs or capital requirements; (including , by way of example, furnishing appropriate certificates relating to its entitlement to a reduced rate of or exemption from such taxation, or impositionchanging the jurisdiction with respect to which its rights under this Agreement are considered to originate for purposes of such item); provided, and the Indemnifying Parties hereby jointly and severally agree it shall not be obligated to pay take any action that it determines would be disadvantageous to the Affected Party the amount the Affected Party deems necessary to compensate the Affected Party for such increase, reduction it or imposition which determination shall be conclusive. Such amounts shall be due and payable by the Indemnifying Parties 15 days after such notice is giveninconsistent with its policies.
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Indemnity for Taxes, Reserves and Expenses. If, If after the date hereof, the adoption of any law Law or guideline or any amendment or change in the administration, interpretation or application of any existing or future law Law or guideline by any Governmental Authority Official Body charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Governmental Authority Official Body (whether or not having the force of lawLaw):
(a) subjects any an Affected Party to any tax of any kind with respect to this Agreement or the Bridge Notes or changes the basis of taxation of with respect to the Purchase Documents, the Participation Interest, the Purchased Receivables or payments of amounts due hereunder or thereunder or with respect to this Agreement or any of under the other Loan Documents, Purchased Receivables (including, without limitation, any sales, gross receipts, general corporate, personal property, privilege or license taxestaxes (unless such tax results solely from the failure to file or keep current any certification or documentation required to qualify for any exemption from or reduction of any such tax to which such Affected Party would otherwise be entitled), and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results solely from such Affected Party's gross negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income Income Taxes incurred by such Affected Party arising out of or under as a result of this Agreement or any the ownership of the other Loan Documents) and (ii) Participation Interest or in respect of any taxesReceivable), levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);or
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the BoardBoard of Governors of the Federal Reserve System), special deposit or similar requirement against assets of the Borrower, Capital and the Parent Guarantor held by, credit to the Borrower, Capital and the Parent Guarantor extended by, deposits of the Borrower, Capital and the Parent Guarantor with or for the account of, or other acquisition of funds of the Borrower, Capital and the Parent Guarantor by, any an Affected Party;, or
(c) shall change the amount of capital maintained or requested or directed to be maintained by an Affected Party; , or
(d) imposes upon an Affected Party any other condition or expense (including, without limitation, (i) loss of margin and (ii) attorneys' fees and expenses, expenses incurred by officers or employees of an Affected Party the Referral Agent's credit recovery group (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement or any of the other Loan Documents Purchase Documents, the Participation Interest, the Purchased Receivables or the purchase, maintenance or funding of the Loans purchase of the Participation Interest in any Receivables by an Affected Party, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, reduce the rate of return on capital ofcapital, or impose any expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Loan Documents, the obligations hereunder or thereunder or the funding of the Loans purchases hereunder, the Affected Party Buyer may notify the Indemnifying Party Seller of the amount of such increase, reduction, or imposition, and the Indemnifying Parties hereby jointly and severally agree to Seller shall pay to the Affected Party Buyer the amount so notified to the Affected Party deems necessary to compensate Seller by the Affected Party for such increase, reduction or imposition Buyer (which determination shall be conclusive. Such amounts shall be due and payable by the Indemnifying Parties 15 days after such notice is given.be
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