Payments in Respect of Increased Costs Sample Clauses

Payments in Respect of Increased Costs. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or any change in generally accepted accounting principles or regulatory accounting principles applicable to the Agent, the Letter of Credit Issuer or any Lender shall (i) impose, modify or make applicable to the Agent, the Letter of Credit Issuer or any Lender any reserve, special deposit or similar requirement with respect to its obligations under this Article IIA or any Letter of Credit, (ii) impose on the Agent, the Letter of Credit Issuer or any Lender any other condition with respect to its obligations under this Article IIA or any Letter of Credit, or (iii) subject the Agent, the Letter of Credit Issuer or any Lender to any tax (other than (x) taxes imposed on the overall net income of the Agent, the Letter of Credit Issuer or such Lender and (y) franchise taxes imposed on the Agent, the Letter of Credit Issuer or such Lender, in either case by the jurisdiction in which the Agent, the Letter of Credit Issuer or such Lender, as appropriate, has its principal office or lending office or any political subdivision or taxing authority of any such jurisdiction), charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Agent, the Letter of Credit Issuer or such Lender of maintaining such Letter of Credit or making any payment under such Letter of Credit or this Article IIA or to reduce the amount of principal, interest or any fee or compensation receivable by the Agent, the Letter of Credit Issuer or such Lender in respect of this Article IIA or such Letter of Credit, then such additional amount or amounts as will compensate the Agent, the Letter of Credit Issuer or such Lender for such additional costs or reduction shall be paid to the Agent for its benefit or the benefit of the Letter of Credit Issuer or such Lender by the Borrowers. Each Lender agrees to give notice to the Borrowers and the Agent of any such change in law, regulation, interpretation or administration with reasonable promptness after becoming actually aware thereof and of the applicability thereof to the transactions contemplated in this Article IIA.
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Payments in Respect of Increased Costs. In the event that any Bank shall have reasonably determined that any Requirement of Law regarding reserves, capital adequacy, special deposit or other similar requirement(s) or any change therein or in the interpretation or application thereof or compliance by any Bank or any Affiliate of such Bank with any request or directive regarding any such requirements (whether or not having the force of law, so long as such Bank reasonably believes that compliance therewith is necessary) from any central bank or other Governmental Authority, does or shall have the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such law or change or compliance (taking into consideration such Bank's policies with respect to capital adequacy or other similar requirements) by an amount deemed by such Bank in the exercise of reasonable discretion to be material, then from time to time, upon submission by such Bank (with a copy to the Agent) to the Borrower of a written demand a certificate therefor which sets forth in reasonable detail the basis for such request and the computation of the amount requested (the amounts set forth in any such demand shall be presumptive evidence thereof, absent manifest error), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction relating to this Agreement from the date of such event and thereafter such similar payments requested by any Bank on the basis set forth above. Notwithstanding the foregoing, a Bank shall have no right to seek additional compensation hereunder unless and until it shall have allocated the same fairly and equitably among all of its similarly situated customers generally affected thereby.
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Payments in Respect of Increased Costs. If any adoption of or if any change in any law, regulation, policy, or guideline or in the interpretation or application of any of the foregoing by any court, administrative or governmental authority charged with the interpretation and/or administration thereof shall either (i) impose, modify or make applicable any reserve, special deposit, capital or capital equivalency or ratio, assessment, insurance premium, or similar requirement in connection with the Letter of Credit, or documents, advances, or refinancing in connection therewith or (ii) impose on the Bank (or, if applicable, any of its affiliates or correspondents) any other condition regarding the Letter of Credit, and the result of any event referred to in clause (i) or (ii) above shall be to increase the Bank's (or, if applicable, such affiliate's or correspondent's) costs of issuing, maintaining, renewing or extending the Letter of Credit then, upon demand by the Bank, the Company shall immediately pay to the Bank, from time to time as the Bank shall specify, additional amounts (calculated on the basis of such Company's pro rata share of the aggregate amount of obligations to the Bank of the Company and all similarly situated customers of the Bank), which shall be sufficient to compensate for such increased cost; provided, however that (x) Company shall not be responsible for penalties or fines payable by Bank for Bank's failure to comply with such laws, rules, policies or guidelines following the Bank's charge to the Company for the same in accordance with this paragraph, and (y) such increased costs charged to Company shall not exceed the actual increase in costs to, or loss in profit of, the Bank related to the transactions contemplated by this Agreement Letter. The obligation of the Company set forth in the foregoing sentence shall apply to and include each such increased cost incurred by the Bank as a result of any event mentioned in clause (i) or (ii) above for the period through and including the Termination Date. A certificate setting forth in reasonable detail (including detailed calculations of) such increased cost incurred by the Bank as a result of any event mentioned in clause (i) or (ii) above, submitted by the Bank to the Company, shall be conclusive, absent manifest error, as to the amount thereof; and
Sample 1
Payments in Respect of Increased Costs. A. Notwithstanding any other provision hereof, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) or any change in GAAP or regulatory accounting principles shall (i) impose, modify or make applicable to the Lenders any reserve, special deposit or similar requirement with respect to the obligations hereunder, (ii) impose on the Lenders any other condition with respect to the obligations hereunder, or (iii) subject the Lenders to any tax (other than {a} taxes imposed on the overall net income of the Lenders, and {b} franchise taxes imposed on the Lenders by any political subdivision or taxing authority) charge, fee, deduction or withholding of any kind whatsoever, and the result of any of the foregoing shall be to increase the cost to the Lenders hereunder or to reduce the amount of principal, interest or any fee or compensation receivable by the Lenders hereunder, then such additional amount or amounts as will compensate the Lenders for such additional costs or reduction shall be paid to the Lenders by the Borrowers.
Sample 1
Payments in Respect of Increased Costs. If any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof applicable to the Bank or any Participant shall (i) impose, modify or deem applicable any reserve, special deposit, capital adequacy or similar requirement against letters of credit issued by the Bank or participation therein by a Participant, or (ii) impose on the Bank or any Participant any other condition regarding this Agreement or the Letter of Credit, or (iii) subject the Bank or any Participant to any tax (other than taxes based upon gross revenues or income), and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase the cost to the Bank or any Participant of issuing or maintaining the Letter of Credit or any participation therein (which increase in cost shall be the result of a reasonable allocation of the aggregate of such cost increases resulting from such events), or to reduce the amount of principal, interest or any fee or compensation to be paid to the Bank or any Participant in respect of this Agreement or the Letter of Credit; then, upon demand by the Bank, the Company and the Guarantor shall immediately pay to the Bank, from time to time as specified by the Bank, additional amounts which shall be sufficient to compensate the Bank or a Participant for such increased cost or reduction relating to the Letter of Credit from the date of such change, together with interest on each such amount from the date demanded until payment in full thereof at the rate specified in Section 2.1(a) hereof. A certificate setting forth in reasonable detail such increased cost or reduction incurred by the Bank or any Participant as a result of any event mentioned in clause (i), (ii) or (iii) above, submitted by the Bank to the Company, shall be prima facie evidence, absent manifest error, as to the amount thereof. The obligations of the Company and the Guarantor under this Section 2.3 shall survive the termination of this Agreement.
Sample 1
Payments in Respect of Increased Costs. If any change in any law, executive order or regulation or in any request or directive of any administrative or governmental authority (whether or not having the force of law) or in the interpretation of any of the foregoing by any court or administrative or governmental authority charged with the administration thereof applicable to the Bank or any Participant shall either (i) impose, modify or deem applicable any reserve, risk/capital adequacy, special deposit or similar requirement against letters of credit issued by the Bank or participation therein by any Participant (ii) impose on the Bank or any Participant any other condition regarding this Agreement or the Letter of Credit, and the result of any event referred to in clause (i) or (ii) above shall be to increase the cost to the Bank or any Participant of issuing or maintaining the Letter of Credit or participation therein, then the Partnership and the Guarantor shall pay to the Bank, from time to time as specified by the Bank, additional amounts which shall be sufficient to compensate the Bank or such Participant for such increased costs together with interest on each such amount from the date demanded until payment in full thereof at the Bank Rate. The Bank's or a Participant's determination of the amount of such costs and the allocation, if any, of such costs among the Bank or such Participant and other customers which have arrangements with the Bank or such Participant similar to this Agreement, if done in good faith and if such allocation is made on an equitable basis, shall, in the absence of manifest error, be conclusive.
Sample 1

Related to Payments in Respect of Increased Costs

  • Payment of increased costs The Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.

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

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

  • Permitted Payments So long as no Event of Default has occurred and is continuing, each Obligor may make, and each other Obligor shall be entitled to accept and receive, payments on account of the Subordinated Debt in the ordinary course of business.

  • Restricted Payments Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

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

  • Limitation on Restricted Payments (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

  • Excepted Payments Notwithstanding any other provision of this Agreement or the Security Documents, any Excepted Payment received at any time by the Agent shall be distributed promptly to the Person entitled to receive such Excepted Payment.

  • Payment of Other Taxes by Loan Parties The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

  • Increased Costs, Etc (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) adopted or made after the date hereof, there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from (y) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (z) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within 10 days after demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that, before making any such demand, such Lender Party agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.

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