Common use of Reserve Requirement; Change in Circumstances Clause in Contracts

Reserve Requirement; Change in Circumstances. (i) Notwithstanding any other provision of this Agreement, 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) shall change the basis of taxation of payments to any holder of a Floating Rate Shelf Note of the principal of or interest on any Floating Rate Shelf Note or any fees, expenses or indemnities payable hereunder (other than changes in respect of taxes imposed on the overall net income of such holder by the United States or the jurisdiction in which such holder has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirements against assets of, deposits with or for the account of or credit extended by any holder of Floating Rate Shelf Notes or shall impose on such holder or the London interbank market any other condition affecting this Agreement or LIBOR Loans made by such holder and the result of any of the foregoing shall be to increase the cost to such holder of making or maintaining any LIBOR Loan or to reduce the amount of any payment received or receivable by such holder hereunder or under any of the Floating Rate Shelf Notes (whether of principal, interest or otherwise) by an amount deemed by such holder to be material, then the Company agrees to pay to such holder in accordance with clause (iii) below such additional amount or amounts as will compensate such holder for such additional costs incurred or reduction suffered.

Appears in 1 contract

Samples: Private Shelf Agreement (Watsco Inc)

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Reserve Requirement; Change in Circumstances. (i) Notwithstanding any other provision of this Agreement, if after the date of this Agreement First Closing Date 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) shall change the basis of taxation of payments to any holder of a Floating Rate Shelf Note which bears interest at the LIBOR Rate of the principal of or interest on any such Floating Rate Shelf Note or any fees, expenses or indemnities payable hereunder (other than changes in respect of franchise or other taxes imposed on the overall net income of such holder or any participant by the United States or the jurisdiction in which such holder or such participant has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirements requirement against assets of, deposits with or for the account of or credit extended by any holder of Floating Rate Shelf Notes which bear interest at the LIBOR Rate or shall impose on such holder or the London interbank market any other condition affecting this Agreement or LIBOR Loans made such Floating Rate Shelf Notes held by such holder and the result of any of the foregoing shall be to increase the cost to such holder of making or maintaining any loan at the LIBOR Loan Rate or to reduce the amount of any payment received or receivable by such holder hereunder or under any of the such Floating Rate Shelf Notes (whether of principal, interest or otherwise) by an amount reasonably deemed by such holder to be material, then then, subject to Section 8.9(d) hereof, the Company agrees to will pay to such holder in accordance with clause (iii) below such additional amount or amounts as will compensate such holder for such additional costs incurred or reduction suffered.

Appears in 1 contract

Samples: Note Purchase Agreement (Brown & Brown Inc)

Reserve Requirement; Change in Circumstances. (ia) Notwithstanding any other provision of this Agreement, 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) shall change the basis of taxation of payments to any holder of a Floating Rate Shelf Note Lender of the principal of or interest on any Floating Rate Shelf Note Loan made by such Lender or any fees, expenses Fees or indemnities other amounts payable hereunder (other than changes in respect of taxes imposed on the overall net income of such holder Lender by the United States or the jurisdiction in which such holder Lender has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirements requirement against assets of, deposits with or for the account of or credit extended by any holder of Floating Rate Shelf Notes Lender or shall impose on such holder Lender or the London interbank market (or other relevant interbank market) any other condition affecting this Agreement or LIBOR Loans made by such holder Lender, and the result of any of the foregoing shall be to increase the cost to such holder Lender of making or maintaining any LIBOR Loan or to reduce the amount of any payment sum received or receivable by such holder Lender hereunder or under any of the Floating Rate Shelf Notes in respect thereof (whether of principal, interest or otherwise) by an amount deemed by such holder Lender to be material, then the Company agrees to applicable Borrower shall pay to such holder in accordance with clause (iii) below Lender upon demand such additional amount or amounts as will compensate such holder Lender for such additional costs incurred or reduction suffered. There shall be no duplication of payments in respect of Indemnified Taxes and Other Taxes required to be made by this Section and by Section 3.5.

Appears in 1 contract

Samples: Credit Agreement (Movado Group Inc)

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Reserve Requirement; Change in Circumstances. (i) Notwithstanding any other provision of this Agreement, 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) shall change the basis of taxation of payments to any holder of a Floating Rate Shelf Note of the principal of or interest on any Floating Rate Shelf Note or any fees, expenses or indemnities payable hereunder (other than changes in respect of franchise or other taxes imposed on the overall net income of such holder or any participant by the United States or the jurisdiction in which such holder or such participant has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirements requirement against assets of, deposits with or for the account of or credit extended by any holder of Floating Rate Shelf Notes or shall impose on such holder or the London interbank market any other condition affecting this Agreement or LIBOR Loans made Floating Rate Shelf Notes held by such holder and the result of any of the foregoing shall be to increase the cost to such holder of making or maintaining any loan at the LIBOR Loan Rate or to reduce the amount of any payment received or receivable by such holder hereunder or under any of the Floating Rate Shelf Notes (whether of principal, interest or otherwise) by an amount reasonably deemed by such holder to be material, then then, subject to paragraph 2I(4) hereof, the Company agrees to Issuers will pay to such holder in accordance with clause (iii) below such additional amount or amounts as will compensate such holder for such additional costs incurred or reduction suffered.

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (Drew Industries Inc)

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