Common use of Tax Refund Clause in Contracts

Tax Refund. If any Borrower determines in good faith that a reasonable basis exists for contesting a Covered Tax, the relevant Lender or Tax Transferee or Administrative Agent, as applicable, shall cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made to preserve the confidential nature of such information) in challenging such Tax at such Borrower's expense if requested by such Borrower (it being understood and agreed that none of Administrative Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid by a Borrower, it shall promptly notify such Borrower of the availability of such refund (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from such Borrower, apply for such refund at such Borrower's sole expense. If any Lender, Tax Transferee or Administrative Agent, as applicable, receives a refund (whether by way of a direct payment or by offset) of any Covered Tax for which a payment has been made pursuant to this subsection 2.7C or subsection 2.7B which, in the reasonable good faith judgment of such Lender, Tax Transferee or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C or subsection 2.7B, the amount of such refund (together with any interest received thereon) shall be paid to such Borrower to the extent payment has been made in full as and when required pursuant to this subsection 2.7C or subsection 2.7B.

Tax Refund. If any Borrower determines in good faith that a reasonable basis exists for contesting a Covered Tax, the relevant Lender or Tax Transferee or Administrative Agent, as applicable, shall cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made to preserve the confidential nature of such information) in challenging such Tax at such Borrower's ’s expense if requested by such Borrower (it being understood and agreed that none of Administrative Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid by a Borrower, it shall promptly notify such Borrower of the availability of such refund (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from such Borrower, apply for such refund at such Borrower's ’s sole expense. If any Lender, Tax Transferee or Administrative Agent, as applicable, receives a refund (whether by way of a direct payment or by offset) of any Covered Tax for which a payment has been made pursuant to this subsection 2.7C or subsection 2.7B which, in the reasonable good faith judgment of such Lender, Tax Transferee or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C or subsection 2.7B, the amount of such refund (together with any interest received thereon) shall be paid to such Borrower to the extent payment has been made in full as and when required pursuant to this subsection 2.7C or subsection 2.7B.

Tax Refund. If any Borrower determines in good faith that a reasonable basis exists for contesting a Covered Tax, the relevant Lender or Tax Transferee or Administrative Agent, as applicable, shall cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made to preserve the confidential nature of such information) in challenging such Tax at such Borrower's ’s expense if requested by such Borrower (it being understood and agreed that none of Administrative Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid as to which it has been indemnified by a BorrowerBorrower or with respect to which a Borrower has paid additional amounts pursuant to this subsection 2.7C or subsection 2.7B, it shall promptly notify such Borrower of the availability of such refund (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from such Borrower, apply for such refund at such Borrower's ’s sole expense. If any Lender, Tax Transferee or Administrative Agent, as applicable, receives a refund (whether by way of a direct payment or by offset) of any Covered Tax for which a payment has been made pursuant to this subsection 2.7C or subsection 2.7B which, in the reasonable good faith judgment of such Lender, Tax Transferee or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C or subsection 2.7B, the amount of such refund (together with any interest received thereon) shall be paid to such Borrower (but only to the extent payment has been made in full as and when required pursuant to of indemnity payments made, or additional amounts paid, by the Borrower under this subsection 2.7C or subsection 2.7B.2.7B with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender, Tax Transferee or Administrative Agent, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Borrower, upon the request of such Lender, Tax Transferee or Administrative Agent agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender, Tax Transferee or Administrative Agent in the event such Lender, Tax Transferee or Administrative Agent is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Lender, Tax Transferee or Administrative Agent to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Person.

Tax Refund. If any Borrower a Lender or Agent determines in good ---------- faith that a reasonable basis exists for contesting a Covered TaxTax with respect to which Company has paid an additional amount under this subsection 2.7B or subsection 2.7A, the relevant such Lender or Tax Transferee or Administrative Agent, as applicable, shall notify Company in writing of its determination and, if requested in writing by Company, cooperate with such Borrower Company (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant such Lender or Agent, as applicable, have been made to preserve the confidential nature of such information) in challenging such Tax at such BorrowerCompany's expense if requested by such Borrower (it being understood and agreed that none of Administrative no Lender or Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid by a BorrowerCompany, it shall promptly notify such Borrower Company of the availability of such refund (unless it was made aware of such refund by a BorrowerCompany) and shall, within 30 45 days after the receipt of a request from such BorrowerCompany, apply for such refund at such BorrowerCompany's sole expense. If any Lender, Tax Transferee Lender or Administrative Agent, as applicable, receives a refund (whether by way of a direct payment or by offset) of any Covered Tax for with respect to which a payment Company has been made pursuant to paid an additional amount under this subsection 2.7C 2.7B or subsection 2.7B 2.7A which, in the reasonable good faith judgment of such Lender, Tax Transferee Lender or Administrative Agent, as the case may be, is allocable to such payment made under this subsection 2.7C 2.7B or subsection 2.7B2.7A, the amount of such refund (together with any interest thereon received thereonby such Lender or Agent from the Government Authority that imposed the Tax being refunded, but net of all reasonable out-of-pocket expenses of such Lender or Agent) shall be paid to such Borrower to Company if (i) payment of the extent payment Tax being refunded has been made in full as and when required pursuant to this subsection 2.7C 2.7B or subsection 2.7B.2.7A and (ii) Company agrees in writing to repay the amount of such Refund, together with interest thereon, to the applicable Lender or Agent in the event such Lender or Agent is required to repay such refund to such Government Authority.

Tax Refund. If a Credit Party pays any Borrower determines in good faith that a reasonable basis exists for contesting a Covered Tax, additional amount under Section 2.29(b) and the relevant Lender (or Tax Transferee or the Administrative Agent, as applicablethe case may be) determines in its sole discretion that it has received a refund of any Taxes as to which it has been indemnified pursuant to Section 2.29(b), shall cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made extent that it can do so without prejudice to preserve the confidential nature retention of such information) in challenging refund, pay such Tax at such Borrower's expense if requested by such Borrower (it being understood and agreed that none amount, net of Administrative Agent or any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Covered Tax paid by a Borrower, it shall promptly notify such Borrower of the availability all reasonable out-of-pocket expenses of such refund Lender (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from such Borrower, apply for such refund at such Borrower's sole expense. If any Lender, Tax Transferee or Administrative Agent, as applicable, receives a refund (whether by way of a direct payment or by offset) of any Covered Tax for which a payment has been made pursuant to this subsection 2.7C or subsection 2.7B which, in the reasonable good faith judgment of such Lender, Tax Transferee or Administrative Agent, as the case may be) to the Credit Party; provided, is allocable however, that such Credit Party, upon the request of such Lender or Agent, agrees to repay the amount paid over to such payment made under this subsection 2.7C Credit Party to such Lender or subsection 2.7BAgent (plus any penalties, interest or other charges imposed by the amount relevant Governmental Authority) within fifteen (15) days of such refund Lender’s or Administrative Agent’s request in the event that such Lender or Administrative Agent is required, pursuant to a request from the relevant Governmental Authority, to repay that refund. Nothing herein contained shall interfere with the right of any Lender (together with any interest received thereonor the Administrative Agent, as the case may be) to arrange its affairs in whatever manner it thinks fit and, in particular, no Lender (or the Administrative Agent, as the case may be) shall be under any obligation to claim a refund or to disclose or make available its tax returns or other details of its affairs. Any amount to be paid to such Borrower to the extent payment has been made in full as and when required by a Lender pursuant to this subsection 2.7C Section 2.31 shall be made promptly on the date of receipt of the relevant refund by such Lender (or subsection 2.7B.the Administrative Agent, as the case may be).