Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 10.1 or Section 10.4, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out‑of‑pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) with respect to such refund; provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.
Appears in 3 contracts
Samples: Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.)
Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Company or with respect to which the Borrower Company has paid additional amounts pursuant to this Section 10.1 or Section 10.45.06, it shall pay over such refund to the Borrower Company (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Company under this Section 10.1 5.06 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out‑of‑pocket out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) Authority with respect to such refund); provided provided, that the BorrowerCompany, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower Company (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph Section 5.06 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower Company or any other Person.
Appears in 3 contracts
Samples: Credit Agreement (Houston Exploration Co), Credit Agreement (Houston Exploration Co), Credit Agreement (Houston Exploration Co)
Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of Taxes taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 10.1 or Section 10.4, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out‑of‑pocket out of pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) with respect to such refund; provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.
Appears in 2 contracts
Samples: Loan Agreement (Vantiv, Inc.), Loan Agreement (Vantiv, Inc.)
Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of Taxes taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 10.1 or Section 10.4, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out‑of‑pocket out of pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) with respect to such refund; provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.
Appears in 2 contracts
Samples: First Lien Loan Agreement (Vantiv, Inc.), First Lien Loan Agreement (Vantiv, Inc.)
Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion, that it has received receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out‑of‑pocket out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.
Appears in 2 contracts
Samples: Credit Agreement (Bill Barrett Corp), Credit Agreement (Bill Barrett Corp)
Tax Refunds. If the Administrative an Agent or any a Lender determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out‑of‑pocket out-of-pocket expenses of the Administrative such Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative such Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative such Agent or such Lender in the event the Administrative such Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph Section 5.03 shall not be construed to require the Administrative any Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.
Appears in 2 contracts
Samples: Credit Agreement (Ellora Energy Inc), Credit Agreement (Ellora Energy Inc)
Tax Refunds. If the Administrative an Agent or any a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 10.1 or Section 10.4Section, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 10.1 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out‑of‑pocket out-of-pocket expenses of the Administrative such Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative such Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative such Agent or such Lender in the event the Administrative such Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph Section shall not be construed to require the Administrative any Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.
Appears in 1 contract
Samples: Credit Agreement (Pacificare Health Systems Inc /De/)
Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole reasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 10.1 or Section 10.42.10, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 10.1 or Section 10.4 2.10 with respect to Taxes giving rise to such refund), net of the pro rata amount of all reasonable out‑of‑pocket out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph Section 2.10 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.
Appears in 1 contract
Samples: Borrowing Base Revolving Line of Credit Agreement (Industrial Income Trust Inc.)
Tax Refunds. If the Administrative an Agent or any a Lender determines, in its sole reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower Borrowers or with respect to which the Borrower has Borrowers have paid additional amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over such refund to the Borrower Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower Borrowers under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out‑of‑pocket out-of-pocket expenses of the Administrative such Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) Authority with respect to such refund); provided provided, that the BorrowerBorrowers, upon the request of the Administrative such Agent or such Lender, agrees to repay the amount paid over to the Borrower Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative such Agent or such Lender in the event the Administrative such Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph Section 5.03 shall not be construed to require the Administrative any Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower Borrowers or any other Person.
Appears in 1 contract
Samples: Credit Agreement (Ellora Energy Inc)
Tax Refunds. If the Administrative Agent or any a Lender determines, in its sole discretion, that it has received receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 10.1 or Section 10.45.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 10.1 5.03 with respect to the Taxes or Section 10.4 Other Taxes giving rise to such refund), net of all reasonable out‑of‑pocket out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) Authority with respect to such refund); provided provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes which it deems confidential) to the Borrower or any other Person.. 45
Appears in 1 contract
Samples: Credit Agreement (Bill Barrett Corp)