Refunds of Indemnified Taxes Sample Clauses

Refunds of Indemnified Taxes. If any Affected Party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.16, it shall pay to Company an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Affected Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Company, upon the request of such Affected Party, shall repay to such Affected Party the amount paid over pursuant to this Section 2.16(f) in the event that such Affected Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.16(f), in no event shall the Affected Party be required to pay any amount to Company pursuant to this Section 2.16(f) the payment of which would place the Affected Party in a less favorable net after-tax position than the Affected Party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.16(f) shall not be construed to require any Affected Party to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Company or any other Person.
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Refunds of Indemnified Taxes. If any portion of Taxes with respect to which the Indemnitee is indemnified by the Indemnifying Party pursuant to Section 4.01 is refunded by a Taxing Authority, such refund, including any related interest thereon but net of any Taxes and out-of-pocket costs and expenses incurred by the Indemnitee in connection with such refund, shall be the property of the Indemnifying Party that made a payment to the Indemnitee pursuant to Section 4.01, and, if received by the Indemnitee that received the payment pursuant to Section 4.01, such Indemnitee shall promptly pay over such amount to the Indemnifying Party that made the payment.
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Refunds of Indemnified Taxes a. A&S will promptly remit to Pentair or Essef an amount equal to all refunds (including interest thereon and any amounts applied against a Tax Liability for other taxable periods) of any Taxes for which A&S is indemnified pursuant to this Agreement ("Essef's Refunds").
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Refunds of Indemnified Taxes. If the Administrative Agent or a Lender determines, in its reasonable discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified pursuant to Section 2.18(c) (including by the payment of additional amounts pursuant to this Section 2.18), it shall promptly pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made under Section 2.18(c) with respect to the Taxes giving rise to such refund), net of all reasonable and documented out-of-pocket expenses (including Taxes) of such party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such party, upon the request of the Borrower, shall repay the Borrower the amount paid over pursuant to this Section 2.18(d) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.18(d), in no event shall the Administrative Agent or a Lender be required to pay any amount to the Borrower pursuant to this Section 2.18(d) the payment of which would place such party in a less favorable net after-Tax position than such party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.18(d) shall not be construed to require the Administrative Agent or a Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.
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Refunds of Indemnified Taxes. (a) Buyer will remit (and will cause the Company and its Tax Affiliates to remit) to Seller within five business days of receipt an amount equal to all refunds (including interest thereon and any amounts applied against a Tax liability for other taxable periods) of any Taxes for which Buyer is indemnified pursuant to this Agreement ("Seller's Refunds") (including but not limited to the Chilean Refunds) net of any net Tax liability that is imposed on the Company or any of its Tax Affiliates in connection with the receipt and remittance of Seller's Refunds therewith. Seller will remit (and will cause its Tax Affiliates to remit) to Buyer within five business days of receipt all refunds (including interest thereon and any amounts applied against a Tax liability for other taxable periods) of any Taxes for which Seller is indemnified pursuant to this Agreement ("Buyer's Refunds") net of any net Tax liability that is imposed on the Seller or any of its Tax Affiliates in connection with the receipt and remittance of Buyer's Refunds therewith.
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Refunds of Indemnified Taxes. If any portion of Taxes with respect to which one Party is indemnified pursuant to Section 4.01 by another Party is refunded by a Taxing Authority, such refund, including any related interest thereon but net of any cost and expense incurred by the indemnified Party in connection with such refund, shall be the property of the Party that made a payment to the other Party pursuant to Section 4.01, and, if received by the Party that received the indemnification payment pursuant to Section 4.01, such Party shall promptly pay over such refund, including any related interest thereon but net of any cost and expense incurred by the indemnified Party in connection with such refund, to the Party that made the indemnification payment.
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Refunds of Indemnified Taxes. (a) In accordance with Section 8.8 of the Stock Purchase and Sale Agreement, Buyer, the Company and their Tax Affiliates shall hold in trust for the benefit of Seller all refunds (including interest thereon and any amounts applied against a Tax Liability for other taxable periods) of any Taxes for which Buyer is indemnified pursuant to this Agreement ("Seller's Refunds"), including any Seller's Refunds with respect to claims for tax refunds that are Excluded Assets as defined in Section 1.1 of the Stock Purchase and Sale Agreement, and, within five (5) business days after receipt by Buyer, the Company or their Tax Affiliates of any such Seller's Refund, Buyer, the Company or their Tax Affiliates shall pay over to Seller the amount of such Seller's Refund without right of set off or counterclaim. In accordance with Section 8.8 of the Stock Purchase and Sale Agreement, Seller and its Tax Affiliates shall hold in trust for the benefit of Buyer and the Company all refunds (including interest thereon and any amounts applied against a Tax Liability for other taxable periods) of any Taxes for which Seller is indemnified pursuant to this Agreement ("Buyer's Refunds") and, within five (5) business days of receipt by Seller or its Tax Affiliates of any such Buyer's Refund, Seller and its Tax Affiliates shall pay over to Buyer or the Company the amount of such Buyer's Refund without right of set off or counterclaim. For purposes of this Agreement, any payments received from Cyprus Plateau Mining Corporation under the Cyprus Plateau Tax Sharing Agreement with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date shall be deemed to be "Seller's Refunds."
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Related to Refunds of Indemnified Taxes

  • Indemnified Taxes (a) All payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, Indemnified Taxes, excluding (i) Indemnified Taxes measured by Lender’s net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender is resident or organized, or any political subdivision thereof, (ii) taxes measured by Lender’s overall net income, and franchise taxes imposed on it, by the jurisdiction of Lender’s applicable lending office or any political subdivision thereof or in which Lender is resident or engaged in business, and (iii) withholding taxes imposed by the United States of America, any state, commonwealth, protectorate territory or any political subdivision or taxing authority thereof or therein as a result of the failure of Lender which is a Non-U.S. Entity to comply with the terms of paragraph (b) below. If any non excluded Indemnified Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all non excluded Indemnified Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any non excluded Indemnified Tax is payable pursuant to Applicable Law by Borrower, Borrower shall send to Lender an original official receipt showing payment of such non excluded Indemnified Tax or other evidence of payment reasonably satisfactory to Lender. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such non excluded Indemnified Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence.

  • Other Taxes In addition, to the fullest extent permitted by applicable law, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, any Assignment or any Security Instrument (hereinafter referred to as "Other Taxes").

  • Excluded Taxes Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.3 or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with §4.3(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. Extension Request. See §2.12(a)(i).

  • Payment of Other Taxes Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at Agent’s option, timely reimburse Agent for payment of, any Other Taxes.

  • Payment of Other Taxes by Borrower Without limiting the provisions of paragraph (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

  • Payment of Other Taxes by Borrowers Without limiting the provisions of paragraph (a) above, Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

  • 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.

  • Payment of Other Taxes by the Borrower Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

  • Payment of Other Taxes by the Borrowers Without limiting the provisions of subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

  • Withholding; Additional Amounts All amounts due in respect of this Agreement will be made without withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of any governmental authority in the United States unless the withholding or deduction is required by law, regulation or official interpretation thereof. Unless otherwise specified in the Annex, Principal Life will not pay any additional amounts to the Agreement Holder in the event that any withholding or deduction is so required by law, regulation or official interpretation thereof, and the imposition of a requirement to make any such withholding or deduction will not give rise to an Event of Default or any independent right or obligation to redeem this Agreement.

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