Common use of Tax Refund Clause in Contracts

Tax Refund. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Special Taxes as to which it has been indemnified pursuant to Section 2.8.2 (including by the payment of additional amounts pursuant to Section 2.8.2), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Special Taxes giving rise to such refund), net of all out-of-pocket expenses (including Special Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.8.4 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.8.4, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.8.4 the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the Special 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 Special Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Special Tax returns (or any other information relating to its Special Taxes that it deems confidential) to the indemnifying party or any other Person.

Tax Refund. If any party determines, in its sole discretion exercised in good faith, that it has received a refund (or the monetary benefit of a credit received in lieu of a refund) of any Special Indemnified Taxes as to which it has been indemnified pursuant to Section 2.8.2 (including by the payment of any additional amounts pursuant to this Section 2.8.23.3), it shall pay to the indemnifying party an amount equal to such refund (or credit) (but only to the extent of indemnity payments made under this Section 3.3 with respect to the Special Taxes giving rise to such refundrefund (or credit)), net of all out-of-pocket of­pocket expenses (including Special Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refundrefund (or credit)). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.8.4 paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund (or credit) to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.8.4paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.8.4 paragraph (g) the payment of which would place the indemnified party in a less favorable net after-tax Tax position than the indemnified party would have been in if the Special Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld (or otherwise imposed and the indemnification payments or additional amounts with respect to such Special Tax credit) had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Special Tax returns (or any other information relating to its Special Taxes that it deems confidential) to the indemnifying party or any other Person.

Tax Refund. If any party determines, in its sole discretion exercised in good faith, that Co-Lender has actual knowledge it has received or has actual knowledge that it is entitled to receive, a refund refund, credit or offset in respect of any Special Taxes as to which it has been indemnified amounts paid by Borrower pursuant to Section 2.8.2 2.9.1 or 2.9.2 (including whether against U.S. taxes or non-U.S. taxes) which refund, credit or offset in the good faith judgment of such Co-Lender is allocable to such payment, it shall promptly notify Borrower of the availability of such refund, credit or offset and shall, within thirty (30) days after the receipt of a request by the payment of additional amounts pursuant to Section 2.8.2)Borrower, apply for such refund, credit or offset. If such Co-Lender receives such a refund, credit or offset, it shall pay to Borrower the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Special Taxes giving rise to such refund), net of all any reasonable out-of-pocket expenses (including Special Taxestaxes) of such indemnified party Co-Lender and without interest (other than any interest paid by the relevant Governmental Authority taxation authority with respect to such refund, credit or offset). Such indemnifying partyBorrower, upon the request of such indemnified partyCo-Lender, shall repay to such indemnified party Co-Lender the amount paid over pursuant to this Section 2.8.4 2.9.4 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party Co-Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.8.42.9.4, in no event will the indemnified party Co-Lender be required to pay any amount to an indemnifying party Borrower pursuant to this Section 2.8.4 2.9.4 the payment of which would place the indemnified party Co-Lender in a less favorable net after-tax position than the indemnified party Co-Lender would have been in if the Special Tax 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 Special Tax tax had never been paid. This paragraph shall not be construed to require any indemnified party Co-Lender to make available its Special Tax tax returns (or any other information relating to its Special Taxes taxes that it deems confidential) to the indemnifying party Borrower or any other Person.

Tax Refund. If any party Lender or Servicer determines, in its sole discretion exercised in good faith, that it has received a refund of any Special Taxes as to which it has been indemnified or grossed-up pursuant to Section 2.8.2 this Clause 12 (including by the payment of additional amounts pursuant to Section 2.8.2this Clause 12), it shall pay to the indemnifying party Borrower an amount equal to such refund (but only to the extent of indemnity payments made under this Section Clause with respect to the Special Taxes giving rise to such refundrefund and reduced by any payments made to Borrower pursuant to Clause 12.4), net of all out-of-pocket expenses (including Special Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority governmental or taxing authority with respect to such refund). Such indemnifying partyBorrower, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.8.4 Clause 12.10 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authoritygovernmental or taxing authority. Notwithstanding anything to the contrary in this Section 2.8.4Clause 12.10, in no event will the indemnified party any Lender or Servicer be required to pay any amount to an indemnifying party Borrower pursuant to this Section 2.8.4 Clause 12.10 the payment of which would place the indemnified party applicable Lender or Servicer in a less favorable favourable net after-tax Tax position than the such indemnified party would have been in if the Special Tax subject to indemnification or gross-up 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 Special Tax had never been paid. This paragraph shall not be construed to require any indemnified party Lender or Servicer to make available its Special Tax returns (or any other information relating to its Special Taxes that it deems confidential) to the indemnifying party or any other Person.