Common use of Tax Credits Etc Clause in Contracts

Tax Credits Etc. If any payment is made by the Company or the Parent Guarantor, as applicable, to or for the account of the holder of any Note after deduction for or on account of any Taxes, and increased payments are made by the Obligors pursuant to this Section 13, then, if such holder in its sole discretion determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to the Company or the Parent Guarantor, as applicable, the amount of such refund, as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in Section 13.1(b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. The Company or the Parent Guarantor, as applicable, will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by the Company or the Parent Guarantor, as applicable, of any Tax in respect of any amounts paid under this Agreement or the Notes, the original tax receipt (or a certificate of Tax deducted) issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt (or a certificate of Tax deducted) is not available or must legally be kept in the possession of the Company or the Parent Guarantor, as applicable, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. If the Company or the Parent Guarantor, as applicable, is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company or the Parent Guarantor, as applicable, would be required to pay any additional amount under this Section 13, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Company or the Parent Guarantor, as applicable, will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company or the Parent Guarantor, as applicable,) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. Notwithstanding anything to the contrary in this Agreement, if the Company or the Parent Guarantor, as applicable, makes payment to or for the account of any holder of a Note after deduction for or on account of any Taxes, and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Company or the Parent Guarantor, as applicable, (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Company or the Parent Guarantor, as applicable, subject, however, to the same limitations and provisos with respect to Forms as are set forth above.

Tax Credits Etc. If any payment is made by the Company or the Parent Guarantor, as applicable, Guarantor to or for the account of the holder of any Note after deduction for or on account of any Taxes, and increased payments are made by the Obligors Guarantor pursuant to this Section 137, then, if such holder in its sole discretion (acting reasonably) determines that it has received received, utilized (in the case of a credit or allowance) or been granted a refund of of, or credit or allowance with respect to, such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, credit or allowance, reimburse to the Company or the Parent Guarantor, as applicable, Guarantor the amount of such refund, credit or allowance as such holder shall, in its sole discretiondiscretion (acting reasonably), determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in Section 13.1(b7.1(b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. The Company or the Parent Guarantor, as applicable, Guarantor will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by the Company or the Parent Guarantor, as applicable, Guarantor of any Tax in respect of any amounts paid under this Agreement or the NotesGuarantee Deed, the original tax receipt (or a certificate of Tax deducted) issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt (or a certificate of Tax deducted) is not available or must legally be kept in the possession of the Company or the Parent Guarantor, as applicable, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. If the Company or the Parent Guarantor, as applicable, Guarantor is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company or the Parent Guarantor, as applicable, Guarantor would be required to pay any additional amount under this Section 137, but for any reason (other than the delay or default of the relevant holder of a Note in the making of any filing of a Form (assuming the holder has not satisfied the requirements of Section 7.3) described above or otherwise) does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Company or the Parent Guarantor, as applicable, Guarantor will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company or the Parent Guarantor, as applicable,) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. Notwithstanding anything to If the contrary in this Agreement, if the Company or the Parent Guarantor, as applicable, Guarantor makes payment to or for the account of any holder of a Note after deduction for or on account of any Taxes, Tax and such holder is entitled to a refund of or credit or allowance with respect to the Tax to which such payment is attributable upon the making of a filing (other than a Form described aboveabove except where any such Form may also be used to request any such refund, credit or allowance for such Tax), then such holder shall, as soon as practicable after receiving written request from the Company or the Parent Guarantor, as applicable, Guarantor (which shall specify in reasonable detail and supply the refund refund, credit and/or allowance forms to be filed) use reasonable efforts to complete and deliver such refund refund, credit and/or allowance forms to or as directed by the Company or the Parent Guarantor, as applicable, subject, however, to the same limitations and provisos with respect to Forms as are set forth above. The obligations of the Guarantor under this Section 7 shall survive the payment or transfer of any Note and the provisions of this Section 7 shall also apply to successive transferees of the Notes.

Tax Credits Etc. If any payment is made by the Company or the Parent Guarantor, as applicable, to or for the account of the holder of any Note after deduction for or on account of any Taxes, and increased payments are made by the Obligors Company pursuant to this Section 13, then, if such holder in its sole discretion (acting reasonably) determines that it has received received, utilized (in the case of a credit or allowance) or been granted a refund of of, or credit or allowance with respect to, such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, credit or allowance, reimburse to the Company or the Parent Guarantor, as applicable, the amount of such refund, credit or allowance as such holder shall, in its sole discretiondiscretion (acting reasonably), determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in Section 13.1(b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. The Company or the Parent Guarantor, as applicable, will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by the Company or the Parent Guarantor, as applicable, of any Tax in respect of any amounts paid under this Agreement or the Notes, the original tax receipt (or a certificate of Tax deducted) issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt (or a certificate of Tax deducted) is not available or must legally be kept in the possession of the Company or the Parent Guarantor, as applicableCompany, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. If the Company or the Parent Guarantor, as applicable, is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company or the Parent Guarantor, as applicable, would be required to pay any additional amount under this Section 13, but for any reason (other than the delay or default of the relevant holder of a Note in the making of any filing of a Form (assuming the holder has not satisfied the requirements of Section 13.3) described above or otherwise) does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Company or the Parent Guarantor, as applicable, will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company or the Parent Guarantor, as applicable,Company) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. Notwithstanding anything to the contrary in this Agreement, if If the Company or the Parent Guarantor, as applicable, makes payment to or for the account of any holder of a Note after deduction for or on account of any Taxes, and such holder is entitled to a refund of or credit or allowance with respect to the Tax to which such payment is attributable upon the making of a filing (other than a Form described aboveabove except where any such Form may also be used to request any such refund, credit or allowance for such Tax), then such holder shall, as soon as practicable after receiving written request from the Company or the Parent Guarantor, as applicable, (which shall specify in reasonable detail and supply the refund refund, credit and/or allowance forms to be filed) use reasonable efforts to complete and deliver such refund refund, credit and/or allowance forms to or as directed by the Company or the Parent Guarantor, as applicableCompany, subject, however, to the same limitations and provisos with respect to Forms as are set forth above. The obligations of the Company under this Section 13 shall survive the payment or transfer of any Note and the provisions of this Section 13 shall also apply to successive transferees of the Notes.

Tax Credits Etc. If any payment is made by the Company or the Parent Guarantor, as applicable, to or for the account of the holder of any Note after deduction for or on account of any Taxes, and increased payments are made by the Obligors pursuant to this Section 13, then, if such holder in its sole discretion determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to the Company or the Parent Guarantor, as applicable, the amount of such refund, as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in Section 13.1(b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. ACTIVE 58093961v3 Colliers International EMEA Xxxxx PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement The Company or the Parent Guarantor, as applicable, will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by the Company or the Parent Guarantor, as applicable, of any Tax in respect of any amounts paid under this Agreement or the Notes, the original tax receipt (or a certificate of Tax deducted) issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt (or a certificate of Tax deducted) is not available or must legally be kept in the possession of the Company or the Parent Guarantor, as applicable, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. If the Company or the Parent Guarantor, as applicable, is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company or the Parent Guarantor, as applicable, would be required to pay any additional amount under this Section 13, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Company or the Parent Guarantor, as applicable, will promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company or the Parent Guarantor, as applicable,) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. Notwithstanding anything to the contrary in this Agreement, if the Company or the Parent Guarantor, as applicable, makes payment to or for the account of any holder of a Note after deduction for or on account of any Taxes, and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Company or the Parent Guarantor, as applicable, (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Company or the Parent Guarantor, as applicable, subject, however, to the same limitations and provisos with respect to Forms as are set forth above.

Tax Credits Etc. If any payment is made by the Company or the Parent Guarantor, as applicable, any Note Party to or for the account of the holder of any Note after deduction for or on account of any Taxes, and increased payments are made by the Obligors such Note Party pursuant to this Section 13, then, if such holder in its sole discretion exercised in good faith determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of such refund, reimburse to the Company or the Parent Guarantor, as applicable, such Note Party the amount of such refund, refund as such holder shall, in its sole discretiondiscretion exercised in good faith, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (other than as set forth in Section 13.1(b) above) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. The Company or the Parent Guarantor, as applicable, will furnish the holders of Notes, promptly and in any event within 60 sixty (60) days after the date of any payment by the Company or the Parent Guarantor, as applicable, of any Tax in respect of any amounts paid under this Agreement or the Notes, a duly certified copy of the original tax receipt (or a certificate of Tax deducted) issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt (or a certificate of Tax deducted) is not available or must legally be kept in the possession of the Company or the Parent Guarantor, as applicable, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note. If the Company or the Parent Guarantor, as applicable, a Note Party is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company or the Parent Guarantor, as applicable, such Note Party would be required to pay any additional amount under this Section 13, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Company or the Parent Guarantor, as applicable, will such other Note Party shall promptly reimburse such holder for such payment (including any related interest or penalties to the extent such interest or penalties arise by virtue of a default or delay by the Company or the Parent Guarantor, as applicable,such Note Party) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction. Notwithstanding anything to the contrary in this Agreement, if the Company or the Parent Guarantor, as applicable, If such Note Party makes payment to or for the account of any holder of a Note after deduction for or on account of any Taxes, and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Company or the Parent Guarantor, as applicable, such Note Party (which shall specify in reasonable detail and supply the refund refund, credit and/or allowance forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Company or the Parent Guarantor, as applicablesuch Note Party, subject, however, to the same limitations and provisos with respect to Forms as are set forth above.. Atlantica Yield plc Note Purchase Agreement