Refund of Tax Credits. If Funding 1 makes a payment under CLAUSE 10.1 (Gross-up) (a TAX PAYMENT) in respect of a payment to the Funding 1 Liquidity Facility Provider under this Agreement and the Funding 1 Liquidity Facility Provider determines that it has obtained a refund of Tax or obtained and used a credit against Tax on its overall net income (a TAX CREDIT) which the Funding 1 Liquidity Facility Provider determines to be attributable to that Tax Payment, then the Funding 1 Liquidity Facility Provider shall reimburse Funding 1 such amount as the Funding 1 Liquidity Facility Provider determines to be such proportion of that Tax Credit as will leave the Funding 1 Liquidity Facility Provider (after that reimbursement) in no better or worse position than it would have been in if no Tax Payment had been required. The Funding 1 Liquidity Facility Provider shall not be obliged to disclose to any party to this Agreement or otherwise any information regarding its Tax affairs and computations.
Refund of Tax Credits. If:-
(1) the Borrower makes a payment under sub-Clause (B)(1) or (2) (a "Tax Payment") in respect of a payment to a Bank under this Agreement; and
(2) that Bank determines in its absolute discretion that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a "Tax Credit") which that Bank in its absolute discretion is able to identify as attributable to that Tax Payment, then, if in its absolute discretion it can do so without any adverse consequences for that Bank, that Bank shall reimburse the Borrower such amount as that Bank in its absolute discretion determines to be such proportion of that Tax Credit as will leave that Bank (after that reimbursement) in no better or worse position in respect of its worldwide tax liabilities than it would have been in if no Tax Payment had been required. A Bank shall have an absolute discretion as to whether to claim any Tax Credit (and, if it does claim, the extent, order and manner in which it does so) and whether any amount is due from it under this sub-Clause (D) (and, if so, what amount and when). No Bank shall be obliged to disclose any information regarding its tax affairs and computations.
Refund of Tax Credits. If:-
(a) a Borrower makes a payment under Clause 13.1 (Gross- up) (a "Tax Payment") in respect of a payment to a Bank under the Finance Documents; and (b) that Bank determines in good faith that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a "Tax Credit") which that Bank is able to identify in good faith as attributable to that Tax Payment, then, if it determines, acting in good faith, that it can do so without any adverse consequences for the Bank, that Bank shall forthwith reimburse that Borrower, such amount as that Bank in its absolute discretion determines to be such proportion of that Tax Credit as will leave that Bank (after that reimbursement) in no better or worse position in respect of its worldwide tax liabilities than it would have been in if no Tax Payment had been required. A Bank shall have an absolute discretion as to whether to claim any Tax Credit (and, if it does claim, the extent, order and manner in which it does so) and whether any amount is due from it under this Clause 13.3) (and, if so, what amount and when). No Bank shall be obliged to disclose any information regarding its tax affairs and computations.
Refund of Tax Credits. If any Obligor pays any additional amount to a Finance Party under this Clause 10 (a “Tax Payment”) and that Finance Party obtains a refund of a tax, or a credit against tax by reason of the Tax Payment (a “Tax Credit”) then that Finance Party shall reimburse that Obligor such amount as can be determined to be the proportion of the Tax Credit as will leave that Finance Party (after that reimbursement) in no better or worse position than it would have been in if the Tax Payment had not been paid. Nothing in this Clause 10 shall interfere with the right of each Finance Party to arrange its affairs in whatever manner it thinks fit and no Finance Party is obliged to disclose any information regarding its tax affairs or computations to an Obligor which it reasonably considers confidential. Back to Index
Refund of Tax Credits. If:
(a) Terra UK makes a payment under Section 2.16(a) (a “Tax Payment”) in respect of a payment to a Lender or the Administrative Agent under this agreement; and
(b) that Lender or the Administrative Agent determines in its discretion that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a “Tax Credit”) which that Lender or as appropriate the Administrative Agent in its discretion is able to identify as attributable to that Tax Payment, then if it can do so without any adverse consequences for that Lender or if applicable the Administrative Agent, that Lender or if applicable the Administrative Agent shall reimburse Terra UK such amount as that Lender or if applicable the Administrative Agent determines to be such proportion of that Tax Credit as will leave that Lender or if applicable the Administrative Agent (after that reimbursement) in no better or worse position in respect of its overall tax liabilities than it would have been in if no Tax Payment had been required. A Lender or where applicable the Administrative Agent shall have an absolute discretion as to whether to claim any Tax Credit (and, if it does claim, the extent order and manner in which it does so). Neither the Lender nor the Administrative Agent should be obliged to disclose any of its tax affairs or computations to Terra UK or any other Loan Party. [SIGNATURE PAGES FOLLOW]
Refund of Tax Credits. If:-
(1) any Shareholder makes a payment under sub-Clause (A)(2) or (3) (a "Tax Payment") in respect of a payment to the Security Trustee or any Secured Party under this Agreement; and
(2) that bank determines in its absolute discretion that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a "Tax Credit") which the Security Trustee or that Secured Party in its absolute discretion is able to identify as attributable to that Tax Payment, then, if in its absolute discretion it can do so without any adverse consequences for the Security Trustee or, as the case may be, that Secured Party, the Security Trustee or, as the case may be, that Secured Party shall reimburse that Shareholder such amount as the Security Trustee or, as the case may be, that Secured Party in its absolute discretion determines to be such proportion of that Tax Credit as will leave the Security Trustee or, as the case may be, that Secured Party (after that reimbursement) in no better or worse position in respect of its worldwide tax liabilities than it would have been in if no Tax Payment had been required. The Security Trustee or any Secured Party shall have an absolute discretion as to whether to claim any Tax Credit (and, if it does claim, the extent, order and manner in which it does so) and whether any amount is due from it under this sub-Clause (C) (and, if so, what amount and when). Neither the Security Trustee nor any Secured Party shall be obliged to disclose any information regarding its tax affairs and computations.
Refund of Tax Credits. If any Obligor pays any amount to a Finance Party under this Clause 11 (a “Tax Payment”) and that Finance Party obtains a refund of a tax, or a credit against tax by reason of either the circumstances giving rise to the Obligor’s obligation to make the Tax Payment or that Tax Payment (a “Tax Credit”) then that Finance Party shall reimburse that Obligor such amount, which that Finance Party determines in good faith, as can be determined to be the proportion of the Tax Credit as will leave that Finance Party (after that reimbursement) in no better or worse position than it would have been in if the Tax Payment had not been paid. Nothing in this Clause 11 shall interfere with the right of each Finance Party to arrange its affairs in whatever manner it thinks fit and no Finance Party is obliged to disclose any information regarding its tax affairs or computations to an Obligor which it reasonably considers confidential.
Refund of Tax Credits. If the Borrower or the Guarantor makes an increased payment under Clause 11.4(C) (a "Tax Payment") the relevant Lender or, as the case may be, the Agent agrees to notify the Borrower if it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a "Tax Credit") which that Lender or, as the case may be, the Agent is able to identify as attributable to that Tax Payment. To the extent that it can in its absolute discretion without any adverse consequences for it, that Lender or, as the case may be, the Agent shall reimburse the Borrower or, as the case may be, the Guarantor such amount as the Lender or, as the case may be, the Agent determines to be the proportion of that Tax Credit as will leave the Lender or, as the case may be, the Agent (after that reimbursement) in no better or worse position in respect of its tax liabilities than it would have been in if no Tax Payment had been required. No Lender or, as the case may be, Agent shall be obliged to disclose any information regarding its tax affairs and computations, and this sub-clause does not affect the right of any Lender or, as the case may be, Agent to arrange its tax affairs as it thinks fit.
Refund of Tax Credits. If a Borrower makes a payment under Clause 11.1 (a "TAX PAYMENT") in respect of a payment to the Agent or a Bank under this Agreement and the Agent or Bank determines in its discretion that it has obtained a refund of tax or obtained and used a credit against tax on its overall net income (a "TAX CREDIT") which the Agent or Bank is able to identify as attributable to that Tax Payment, then the Agent or Bank shall reimburse that Borrower such amount as the Agent or Bank determines to be such proportion of that Tax Credit as will leave the Agent or Bank (after that reimbursement) in no better or worse position in respect of its worldwide tax liabilities than it would have been in if no Tax Payment had been required. That Bank or the Agent shall not be obliged to disclose any information regarding its tax affairs and computations.
Refund of Tax Credits. If, following any such deduction, withholding or payment as is referred to in paragraph (a) or paragraph (b) of Clause 12.2 (Grossing-up of Payments), the Lender shall receive or be granted a credit against or remission for any taxes payable by it, the Lender shall (subject to the Borrower having made any increased payment in accordance with paragraph (a) or paragraph (b) of Clause 12.2 (Grossing-up of Payments) and to the extent to which the Lender determines in good faith it may do so without any adverse consequences for the Lender, without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of the Lender to obtain any other relief or allowance available to it and generally to organise its tax affairs in such manner as it may see fit) reimburse the Borrower with such amount as the Lender shall certify to be the proportion of such credit or remission as will leave the Lender (after such reimbursement) in no worse position in respect of its tax affairs than that in which it would have been had there been no such deduction, withholding or payment as aforesaid. Such reimbursement shall be made as soon as practicable after the Lender has received the benefit of such credit or remission. Nothing in this Clause 12.3 shall entitle the Borrower to access the Lender's tax records or to its books of account nor oblige the Lender to disclose any information regarding its tax affairs and computations.
