Common use of Redemption for Reasons of Taxation Clause in Contracts

Redemption for Reasons of Taxation. If in the good faith opinion of the Board of Directors of the Company (which determination shall be accompanied by a written opinion of an independent tax counsel of recognized national standing to the same such effect), the Company would be obligated to pay a Tax Indemnity Amount greater than 10% of any interest payment in respect of the Notes pursuant to Section 14.3 as a result of a change of tax law after the date of this Agreement, then and in such event, but only in such event, on the occasion of any payment pursuant to Section 14.3, the Company may, by giving written notice to each holder of the Notes not less than 30 days nor more than 60 days before the date fixed for a prepayment pursuant to this Section 8.4, prepay all (but not less than all) of the outstanding Notes with respect to which any such amounts will be payable by payment of the principal amount of the Notes and accrued interest thereon to the date of such prepayment, together with any amount then due and owing pursuant to Section 14.3, and a premium equal to the Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 8.4, which Make-Whole Amount shall be determined free and clear of Taxes. At any time on or after the date on which any holder of the Notes receives notice pursuant to this Section 8.4 that the Company intends to prepay the Notes held by such holder pursuant to this Section 8.4, but not less than two Business Days prior to the date scheduled for such prepayment, such holder may, by notice delivered to the Company in the manner provided in Section 18, irrevocably waive any and all right to any payment of any additional amounts the Company would become obligated to pay under Section 14.3 as a result of any deduction or withholding which would be required with respect to any Relevant Tax, such waiver to be effective as of the date of delivery by the Company of such notice of prepayment and to survive termination of this Agreement and payment in full of the Notes, provided that no such waiver shall be deemed to constitute a waiver of any right to receive a payment in full under Section 14.3 in respect of any other event or condition that shall have given rise to the Company’s prepayment right under this Section 8.4, including, without limitation, any increase in the amount of any payment that a holder of any Note would be entitled to receive under Section 14.3 notwithstanding any waiver previously delivered pursuant to this Section 8.4. Effective upon receipt of notice of such waiver, the Company shall then cease to have any right of prepayment with respect to such Notes under this Section 8.4 in respect of the Relevant Tax to which the notice relates. True, correct and complete copies of any determination by the Board of Directors of the Company as to the existence of any such obligation to pay a Relevant Tax as hereinabove contemplated and the opinion of independent tax counsel of recognized standing to the same such effect shall be furnished to each holder of the Notes which accepts prepayment thereof pursuant to this Section 8.4 concurrently with such prepayment.

Redemption for Reasons of Taxation. If in the good faith opinion of the Board of Directors of the Company (which determination shall be accompanied by a written opinion of an independent tax counsel of recognized national standing to the same such effect), the Company would be obligated to pay a Tax Indemnity Reimbursement Amount greater of more than 10a de minimus amount (i.e., more than 0.5% of any the amount of interest payment in respect of the Notes due) pursuant to Section 14.3 12.3 as a result of a change of tax law after the date of this Agreement, then and in such event, but only in such event, on the occasion of any payment pursuant to Section 14.312.3, the Company may, by giving written notice to each holder of the Notes not less than 30 days nor more than 60 days before the date fixed for a prepayment pursuant to this Section 8.47.3, prepay all (but not less than all) of the outstanding Notes with respect to which any such amounts will be payable by payment of the principal amount of the Notes and accrued interest thereon to the date of such prepayment, together with any amount Tax Reimbursement Amount then due and owing pursuant to Section 14.312.3, and a premium equal to the Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 8.4, which Make-Whole Amount shall be determined free and clear of Taxes7.3. At any time on or after the date on which any holder of the Notes receives notice pursuant to this Section 8.4 7.3 that the Company intends to prepay the Notes held by such holder pursuant to this Section 8.47.3, but not less than two Business Days prior to the date scheduled for such prepayment, such holder may, by notice delivered to the Company in the manner provided in Section 1816, irrevocably waive any and all right to any payment of any additional amounts the Company would become obligated to pay under Section 14.3 as a result of any deduction or withholding which would be required with respect to any Relevant TaxTax Reimbursement Amount, such waiver to be effective as of the date of delivery by the Company of such notice of prepayment and to survive termination of this Agreement and payment in full of the Notes, provided that no such waiver shall be deemed to constitute a waiver of any right to receive a payment Tax Reimbursement Amount in full under Section 14.3 12.3 in respect of any other event or condition that shall have given rise to the Company’s 's prepayment right under this Section 8.47.3, including, without limitation, any increase in the amount of any payment Tax Reimbursement Amount that a holder of any Note would be entitled to receive under Section 14.3 12.3 notwithstanding any waiver previously delivered pursuant to this Section 8.47.3. Effective upon receipt of notice of such waiver, the Company shall then cease to have any right of prepayment with respect to such Notes under this Section 8.4 in respect of the Relevant Tax to which the notice relates. True, correct and complete copies of any determination by the Board of Directors of the Company as to the existence of any such obligation to pay a Relevant Tax as hereinabove contemplated and the opinion of independent tax counsel of recognized standing to the same such effect shall be furnished to each holder of the Notes which accepts prepayment thereof pursuant to this Section 8.4 concurrently with such prepayment.of

Redemption for Reasons of Taxation. If in the good faith opinion of the Board of Directors of the Company (which determination shall be accompanied by a written opinion of an independent tax counsel of recognized national standing to the same such effect), the Company would be obligated to pay a Tax Indemnity Amount greater than 105% of any interest payment in respect of the Notes pursuant to Section 14.3 as a result of a change of tax law after the date of this Agreement, then and in such event, but only in such event, on the occasion of any payment pursuant to Section 14.3, the Company may, by giving written notice to each holder of the Notes not less than 30 days nor more than 60 days before the date fixed for a prepayment pursuant to this Section 8.48.3, prepay all (but not less than all) of the outstanding Notes with respect to which any such amounts will be payable by payment of the principal amount of the Notes and accrued interest thereon to the date of such prepayment, together with any amount then due and owing pursuant to Section 14.3, and a premium equal to the Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 8.4, which Make-Whole Amount shall be determined free and clear of Taxesbut without premium. At any time on or after the date on which any holder of the Notes receives notice pursuant to this Section 8.4 8.3 that the Company intends to prepay the Notes held by such holder pursuant to this Section 8.48.3, but not less than two Business Days prior to the date scheduled for such prepayment, such holder may, by notice delivered to the Company in the manner provided in Section 18, irrevocably waive any and all right to any payment of any additional amounts the Company would become obligated to pay under Section 14.3 as a result of any deduction or withholding which would be required with respect to any Relevant Tax, such waiver to be effective as of the date of delivery by the Company of such notice of prepayment and to survive termination of this Agreement and payment in full of the Notes, provided that no such waiver shall be deemed to constitute a waiver of any right to receive a payment in full under Section 14.3 in respect of any other event or condition that shall have given rise to the Company’s prepayment right under this Section 8.48.3, including, without limitation, any increase in the amount of any payment that a holder of any Note would be entitled to receive under Section 14.3 notwithstanding any waiver previously delivered pursuant to this Section 8.48.3. Effective upon receipt of notice of such waiver, the Company shall then cease to have any right of prepayment with respect to such Notes under this Section 8.4 8.3 in respect of the Relevant Tax to which the notice relates. True, correct and complete copies of any determination by the Board of Directors of the Company as to the existence of any such obligation to pay a Relevant Tax as hereinabove herein contemplated and the opinion of independent tax counsel of recognized standing to the same such effect shall be furnished to each holder of the Notes which accepts prepayment thereof concurrently with any written notice delivered to the holders of the Notes pursuant to the first sentence of this Section 8.4 concurrently with such prepayment8.3.

Redemption for Reasons of Taxation. If in the good faith opinion of the Board of Directors of the Company (which determination shall be accompanied by a written opinion of an independent tax counsel of recognized national standing to the same such effect), the Company would be obligated to pay a Tax Indemnity Reimbursement Amount greater of more than 10a de minimus amount (i.e., more than 0.5% of any the amount of interest payment in respect of the Notes due) pursuant to Section 14.3 12.3 as a result of a change of tax law after the date of this Agreement, then and in such event, but only in such event, on the occasion of any payment pursuant to Section 14.312.3, the Company may, by giving written notice to each holder of the Notes not less than 30 days nor more than 60 days before the date fixed for a prepayment pursuant to this Section 8.47.3, prepay all (but not less than all) of the outstanding Notes with respect to which any such amounts will be payable by payment of the principal amount of the Notes and accrued interest thereon to the date of such prepayment, together with any amount Tax Reimbursement Amount then due and owing pursuant to Section 14.312.3, and a premium equal to the Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 8.4, which Make-Whole Amount shall be determined free and clear of Taxes7.3. At any time on or after the date on which any holder of the Notes receives notice pursuant to this Section 8.4 7.3 that the Company intends to prepay the Notes held by such holder pursuant to this Section 8.47.3, but not less than two Business Days prior to the date scheduled for such prepayment, such holder may, by notice delivered to the Company in the manner provided in Section 1816, irrevocably waive any and all right to any payment of any additional amounts the Company would become obligated to pay under Section 14.3 as a result of any deduction or withholding which would be required with respect to any Relevant TaxTax Reimbursement Amount, such waiver to be effective as of the date of delivery by the Company of such notice of prepayment and to survive termination of this Agreement and payment in full of the Notes, provided that no such waiver shall be deemed to constitute a waiver of any right to receive a payment of the Tax Reimbursement Amount in full under Section 14.3 12.3 in respect of any other event or condition that shall have given rise to the Company’s 's prepayment right under this Section 8.47.3, including, without limitation, any increase in the amount of any payment Tax Reimbursement Amount that a holder of any Note would be entitled to receive under Section 14.3 12.3 notwithstanding any waiver previously delivered pursuant to this Section 8.47.3. Effective upon receipt of notice of such waiver, the Company shall then cease to have any right of prepayment with respect to such Notes under this Section 8.4 7.3 in respect of the Relevant Tax to which the notice relates. True, correct and complete copies of any determination by the Board of Directors of the Company as to the existence of any such obligation to pay a Relevant Tax as hereinabove contemplated and the opinion of independent tax counsel of recognized standing to the same such effect shall be furnished to each holder of the Notes which accepts prepayment thereof pursuant to this Section 8.4 7.3 concurrently with such prepayment.

Redemption for Reasons of Taxation. If in the good faith opinion of the Board of Directors of the Company (which determination shall be accompanied by a written opinion of an independent tax counsel of recognized national standing to the same such effect), the Company would be obligated to pay a Tax Indemnity Amount greater than 105% of any interest payment in respect of the applicable series of Notes pursuant to Section 14.3 as a result of a change of tax law after the date of this Agreement, then and in such event, but only in such event, on the occasion of any payment pursuant to Section 14.3, the Company may, by giving written notice to each holder of the applicable series of Notes not less than 30 days nor more than 60 days before the date fixed for a prepayment pursuant to this Section 8.48.3, prepay all (but not less than all) of the applicable series of outstanding Notes with respect to which any such amounts will be payable by payment of 100% of the principal amount of the Notes and accrued interest thereon to the date of such prepayment, together with any amount then due and owing pursuant to Section 14.3, and a premium equal to the Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 8.4, which Make-Whole Amount shall be determined free and clear of Taxesbut without premium. At any time on or after the date on which any holder of the Notes receives notice pursuant to this Section 8.4 8.3 that the Company intends to prepay the applicable series of Notes held by such holder pursuant to this Section 8.48.3, but not less than two Business Days prior to the date scheduled for such prepayment, such holder may, by notice delivered to the Company in the manner provided in Section 18, irrevocably waive any and all right to any payment of any additional amounts the Company would become obligated to pay under Section 14.3 as a result of any deduction or withholding which would be required with respect to any Relevant Tax, such waiver to be effective as of the date of delivery by the Company of such notice of prepayment and to survive termination of this Agreement and payment in full of the Notes, provided that no such waiver shall be deemed to constitute a waiver of any right to receive a payment in full under Section 14.3 in respect of any other event or condition that shall have given rise to the Company’s prepayment right under this Section 8.4, including, without limitation, any increase in the amount of any payment that a holder of any \Pengrowth Energy Corporation Note would be entitled to receive under Section 14.3 notwithstanding any waiver previously delivered pursuant to this Section 8.4. Effective upon receipt of notice of such waiver, the Company shall then cease to have any right of prepayment with respect to such Notes under this Section 8.4 in respect of the Relevant Tax to which the notice relates. True, correct and complete copies of any determination by the Board of Directors of the Company as to the existence of any such obligation to pay a Relevant Tax as hereinabove contemplated and the opinion of independent tax counsel of recognized standing to the same such effect shall be furnished to each holder of the Notes which accepts prepayment thereof pursuant to this Section 8.4 concurrently with such prepayment.Purchase Agreement\

Redemption for Reasons of Taxation. If in the good faith opinion of the Board of Directors of the Company (which determination shall be accompanied by a written opinion of an independent tax counsel of recognized national standing to the same such effect), the Company would be obligated to pay a Tax Indemnity Amount greater than 105% of any interest payment in respect of the Notes pursuant to Section 14.3 as a result of a change of tax law after the date of this Agreement, then and in such event, but only in such event, on the occasion of any payment pursuant to Section 14.3, the Company may, by giving written notice to each holder of the Notes not less than 30 days nor more than 60 days before the date fixed for a prepayment pursuant to this Section 8.48.3, prepay all (but not less than all) of the outstanding Notes of the applicable series with respect to which any such amounts will be payable by payment of the principal amount of the Notes and accrued interest thereon to the date of such prepayment, together with any amount then due and owing pursuant to Section 14.3, and a premium equal to the Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 8.4, which Make-Whole Amount shall be determined free and clear of Taxesbut without premium. At any time on or after the date on which any holder of the Notes receives notice pursuant to this Section 8.4 8.3 that the Company intends to prepay the Notes held by such holder pursuant to this Section 8.48.3, but not less than two Business Days prior to the date scheduled for such prepayment, such holder may, by notice delivered to the Company in the manner provided in Section 18, irrevocably waive any and all right to any payment of any additional amounts the Company would become obligated to pay under Section 14.3 as a result of any deduction or withholding which would be required with respect to any Relevant Tax, such waiver to be effective as of the date of delivery by the Company of such notice of prepayment and to survive termination of this Agreement and payment in full of the Notes, provided that no such waiver shall be deemed to constitute a waiver of any right to receive a payment in full under Section 14.3 in respect of any other event or condition that shall have given rise to the Company’s prepayment right under this Section 8.48.3, including, without limitation, any increase in the amount of any payment that a holder of any Note would be entitled to receive under Section 14.3 notwithstanding any waiver previously delivered pursuant to this Section 8.48.3. Effective upon receipt of notice of such waiver, the Company shall then cease to have any right of prepayment with respect to such Notes under this Section 8.4 8.3 in respect of the Relevant Tax to which the notice relates. True, correct and complete copies of any determination by the Board of Directors of the Company as to the existence of any such obligation to pay a Relevant Tax as hereinabove herein contemplated and the opinion of independent tax counsel of recognized standing to the same such effect shall be furnished to each holder of the Notes which accepts prepayment thereof concurrently with any written notice delivered to the holders of the Notes pursuant to the first sentence of this Section 8.4 concurrently with such prepayment8.3.

Redemption for Reasons of Taxation. If in the good faith opinion of the Board of Directors of the Company (which determination shall be accompanied by a written opinion of an independent tax counsel of recognized national standing to the same such effect), the Company would be obligated to pay a Tax Indemnity Amount greater than 105% of any interest payment in respect of the Notes pursuant to Section 14.3 as a result of a change of tax law after the date of this Agreement, then and in such event, but only in such event, on the occasion of any payment pursuant to Section 14.3, the Company may, by giving written notice to each holder of the Notes not less than 30 days nor more than 60 days before the date fixed for a prepayment pursuant to this Section 8.48.3, prepay all (but not less than all) of the outstanding Notes with respect to which any such amounts will be payable by payment of the principal amount of the Notes and accrued interest thereon to the date of such prepayment, together with any amount then due and owing pursuant to Section 14.3, and a premium equal to the Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 8.4, which Make-Whole Amount shall be determined free and clear of Taxesbut without premium. At any time on or after the date on which any holder of the Notes receives notice pursuant to this Section 8.4 8.3 that the Company intends to prepay the Notes held by such holder pursuant to this Section 8.48.3, but not less than two Business Days prior to the date scheduled for such prepayment, such holder may, by notice delivered to the Company in the manner provided in Section 18, irrevocably waive any and all right to any payment of any additional amounts the Company would become obligated to pay under Section 14.3 as a result of any deduction or withholding which would be required with respect to any Relevant Tax, such waiver to be effective as of the date of delivery by the Company of such notice of prepayment and to survive termination of this Agreement and payment in full of the Notes, provided that no such waiver shall be deemed to constitute a waiver of any right to receive a payment in full under Section 14.3 in respect of any other event or condition that shall have given rise to the Company’s prepayment right under this Section 8.48.3, including, without limitation, any increase in the amount of any payment that a holder of any Note would be entitled to receive under Section 14.3 notwithstanding any waiver previously delivered pursuant to this Section 8.48.3. Effective upon receipt of notice of such waiver, the Company shall then cease to have any right of prepayment with respect to such Notes under this Section 8.4 8.3 in respect of the Relevant Tax to which the notice relates. True, correct and complete copies of any determination by the Board of Directors of the Company as to the existence of any such obligation to pay a Relevant Tax as hereinabove herein contemplated and the opinion of independent nationally recognized tax counsel of recognized standing to the same such effect shall be furnished to each holder of the Notes which accepts prepayment thereof concurrently with any written notice delivered to the holders of the Notes pursuant to the first sentence of this Section 8.4 concurrently with such prepayment8.3.

Redemption for Reasons of Taxation. If in the good faith opinion of the Board of Directors of the Company Parent Corporation (which determination shall be accompanied by a written opinion of an independent tax counsel of recognized national standing to the same such effect), the Company Parent Corporation would be obligated pursuant to SECTION 15.3 to pay a Tax Indemnity Amount greater than 10% of any interest payment in respect of the Notes pursuant as a result of a change of tax law after the date of this Agreement, or if, in the good faith of opinion of the Board of Directors of the Parent Corporation (which determination shall be accompanied by a written opinion of independent tax counsel of recognized standing to Section 14.3 the same such effect), the Company or the Parent Corporation, as the case may be, will be obligated to withhold taxes in an amount greater than (i) in the case of Company, 5% and (ii) in the case of the Parent Corporation, 10% of any interest payment in respect of the Notes, as a result of a change of tax law after the date of this Agreement, then and in any such event, but only in any such event, on the occasion of any payment pursuant to Section 14.3SECTION 15.3, if any, in respect of the Parent Guaranty (whether such payment is made directly by the Parent Corporation or for the benefit of the Parent Corporation), or in the case of the Company, on the occasion of any such interest payment, the Company may, by giving written notice to each holder of the Notes not less than 30 days nor more than 60 days before the date fixed for a prepayment prepayment, prepay pursuant to this Section 8.4, prepay SECTION 8.3 (and not pursuant to SECTION 8.2) all (but not less than all) of the outstanding Notes of the applicable series with respect to which any such amounts will be payable by payment of the principal amount of the such Notes and accrued interest thereon to the date of such prepayment, together with any amount then due and owing pursuant to Section 14.3SECTION 15.3, and if any, in respect of the Parent Guaranty, but without a premium equal to the Make-Whole Amount, determined as of two Business Days prior to the date of such prepayment pursuant to this Section 8.4, which Make-Whole Amount shall be determined free and clear of Taxespremium. At any time on or after the date on which any holder of the Notes receives notice pursuant to this Section 8.4 SECTION 8.3 that the Company intends to prepay the Notes held by such holder pursuant to this Section 8.4SECTION 8.3, but not less than two Business Days prior to the date scheduled for such prepayment, such holder may, by notice delivered to the Parent Corporation and the Company in the manner provided in Section 18SECTION 19, irrevocably waive any and all right to any payment of any additional amounts the Company Parent Corporation would become obligated to pay under Section 14.3 SECTION 15.3 in respect of the Parent Guaranty as a result of any deduction or withholding which would be required with respect to any Relevant TaxTax (as defined in Section 15.3), such waiver to be effective as of the date of delivery by the Company of such notice of prepayment and to survive termination of this Agreement and payment in full of the Notes, provided that no such waiver shall be deemed to constitute a waiver of any right to receive a payment in full under Section 14.3 SECTION 15.3 in respect of any other event or condition that shall have given rise to the Company’s 's prepayment right under this Section 8.4SECTION 8.3, including, without limitation, any increase in the amount of any payment that a holder of any Note would be entitled to receive under Section 14.3 SECTION 15.3 notwithstanding any waiver previously delivered pursuant to this Section 8.4SECTION 8.3. Effective upon receipt of notice of such waiver, the Company shall then cease to have any right of prepayment with respect to such Notes under this Section 8.4 SECTION 8.3 in respect of the Relevant Tax to which the notice relates. True, correct and complete copies of any determination by the Board of Directors of the Company Parent Corporation as to the existence of any such obligation to pay a Relevant Tax as hereinabove contemplated and the opinion of independent tax counsel of recognized standing to the same such effect shall be furnished to each holder of the Notes which accepts concurrently with the payment pursuant to SECTION 15.3 in respect of the Parent Guaranty or with the delivery of the written notice by the Company to each holder of the Notes in connection with a prepayment thereof pursuant to this Section 8.4 concurrently with such prepaymentSECTION 8.3, as the case maybe.