Common use of Tax Saving Clause in Contracts

Tax Saving. (a) In the event that, following the imposition of any Tax on any payment by any Obligor (or any corresponding payment by any Finance Party to any other Finance Party under this Agreement) in consequence of which such Obligor is required under Clauses 14.2 or 14.3, to pay such Tax or to pay any additional amount in respect of it, any Finance Party shall in its sole opinion and based on its own interpretation of any relevant laws or regulations (but acting in good faith) receive or be granted a credit against or remission for or deduction from or in respect of any Tax payable by it, or shall obtain any other relief in respect of Tax on its profits or income, which in such Finance Party's opinion in good faith is both identifiable and quantifiable by it without requiring such Finance Party or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying or at the written request of the Obligor and if the Finance Party is of the opinion that it will recover the cost incurred, after incurring such cost (any of the foregoing, to the extent so identifiable and quantifiable, being referred to as a "saving"), such Finance Party shall, to the extent that it can do so without prejudice to the retention of the relevant saving and subject to deduction for reasonable costs and subject further to such Obligor's obligation to repay the amount to such Finance Party if the relevant saving is subsequently disallowed or cancelled (which repayment shall be made promptly on receipt of notice by such Finance Party of such disallowance or cancellation), reimburse such Obligor promptly after receipt of such saving by such Finance Party with such amount as such Finance Party shall in its sole opinion but in good faith have concluded to be the amount or value of the relevant saving. (b) Nothing contained in this Agreement shall interfere with the right of any Finance Party to arrange its Tax and other affairs in whatever manner it thinks fit and, in particular, no Finance Party shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it or to disclose details of its Tax affairs. No Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs. (c) Each Finance Party will notify the relevant Obligor promptly of the receipt by such Finance Party of any saving and of such Finance Party's opinion as to the amount or value of that saving.

Tax Saving. (a) In the event that, following the imposition of any Applicable Tax on any payment by any Obligor (or any corresponding payment by any Finance Party to any other Finance Party under this Agreement) in consequence of which such Obligor is required under Clauses 14.2 or 14.3, Clause 13.3 to pay such Applicable Tax or to pay any additional amount in respect of it, any Finance Party shall in its sole opinion and based on its own interpretation of any relevant laws or regulations (but acting in good faith) receive or be granted a credit against or remission for or deduction from or in respect of any Applicable Tax payable by it, or shall obtain any other relief in respect of Applicable Tax on its profits or income, which in such Finance Party's opinion in good faith is both reasonably identifiable and quantifiable by it without requiring such Finance Party or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying or at the written request of the Obligor and if the Finance Party is of the opinion that it will recover the cost incurred, after incurring such cost (any of the foregoing, to the extent so reasonably identifiable and quantifiable, being referred to as a "saving"), such Finance Party shall, to the extent that it can do so without prejudice to the retention of the relevant saving and subject to deduction for reasonable costs and subject further to such Obligor's obligation to repay the amount to such Finance Party if the relevant saving is subsequently disallowed or cancelled (which repayment shall be made promptly on receipt of notice by such Finance Party of such disallowance or cancellation), reimburse such Obligor promptly after receipt of such saving by such Finance Party with such amount as such Finance Party shall in its sole opinion but in good faith have concluded to be the amount or value of the relevant saving. (b) Nothing contained in this Agreement shall interfere with the right of any Finance Party to arrange its Tax and other affairs in whatever manner it thinks fit and, in particular, no Finance Party shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Applicable Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it or to disclose details of its Tax affairs. No Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs. (c) Each Finance Party will notify the relevant Obligor promptly of the receipt by such Finance Party of any saving and of such Finance Party's opinion as to the amount or value of that saving.

Tax Saving. (a) In the event that, following the imposition of any Tax on any payment by any Obligor (or any corresponding payment by any Finance Party to any other Finance Party under this Agreement) in consequence of which such Obligor is required under Clauses 14.2 or 14.3, to pay such Tax or to pay any additional amount in respect of it, any Finance Party shall in its sole opinion and based on its own interpretation of any relevant laws or regulations (but acting in good faith) receive or be granted a credit against or remission for or deduction from or in respect of any Tax payable by it, or shall obtain any other relief in respect of Tax on its profits or income, which in such Finance Party's opinion in good faith is both identifiable and quantifiable by it without requiring such Finance Party or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying or at the written request of the Obligor and if the Finance Party is of the opinion that it will recover the cost incurred, after incurring such cost (any of the foregoing, to the extent so identifiable and quantifiable, being referred to as a "savingSAVING"), such Finance Party shall, to the extent that it can do so without prejudice to the retention of the relevant saving and subject to deduction for reasonable costs and subject further to such Obligor's obligation to repay the amount to such Finance Party if the relevant saving is subsequently disallowed or cancelled (which repayment shall be made promptly on receipt of notice by such Finance Party of such disallowance or cancellation), reimburse such Obligor promptly after receipt of such saving by such Finance Party with such amount as such Finance Party shall in its sole opinion but in good faith have concluded to be the amount or value of the relevant saving. (b) Nothing contained in this Agreement shall interfere with the right of any Finance Party to arrange its Tax and other affairs in whatever manner it thinks fit and, in particular, no Finance Party shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it or to disclose details of its Tax affairs. No Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs. (c) Each Finance Party will notify the relevant Obligor promptly of the receipt by such Finance Party of any saving and of such Finance Party's opinion as to the amount or value of that saving.

Tax Saving. (a) In respect of a Bank which is not a Treaty Bank: (i) In the event that, following the imposition of any Applicable Tax on any payment by (or on behalf of) any Obligor (or any corresponding payment by any Finance Party to any other Finance Party under this Agreement) in consequence of which such Obligor is required under Clauses 14.2 or 14.3, Clause 13.3 to pay such Applicable Tax or to pay any additional amount in respect of it, any Finance Party shall in its sole opinion and based on its own interpretation of any relevant laws or regulations (but acting in good faith) receive or be granted a credit against or remission for or deduction from or in respect of any Applicable Tax payable by it, it or for its account (or on its behalf) or shall obtain any other relief in respect of Applicable Tax on its profits or income, which in such Finance Party's opinion in good faith is both reasonably identifiable and quantifiable by it without requiring such Finance Party or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying or at the written request of the Obligor and if the Finance Party is of the opinion that it will recover the cost incurred, after incurring such cost (any of the foregoing, to the extent so reasonably identifiable and quantifiable, being referred to as a "savingSAVING"), such Finance Party shall, to the extent that it can do so without prejudice to the retention of the relevant saving and subject to deduction for reasonable costs and subject further to such Obligor's obligation to repay the amount to such Finance Party if the relevant saving is subsequently disallowed or cancelled (which repayment shall be made promptly on receipt of notice by such Obligor from such Finance Party of such disallowance or cancellation), reimburse such Obligor promptly after receipt of such saving by such Finance Party with such amount as such Finance Party shall in its sole opinion (but acting in good faith faith) have concluded to be the amount or value of the relevant saving. (bii) Nothing contained in this Agreement shall interfere with the right of any such Finance Party to arrange its Tax and other affairs in whatever manner it thinks fit and, in particular, no such Finance Party shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Applicable Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it or to disclose details of its Tax affairs. No Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs. (b) In respect of a Bank which is a Treaty Bank: (i) In the event that, following the imposition of any Applicable Tax on any payment by (or on behalf of) any Obligor (or any corresponding payment by any Finance Party to any other Finance Party under this Agreement) in consequence of which such Obligor is required under Clause 13.3 to pay such Applicable Tax or to pay any additional amount in respect of it, any Finance Party shall receive or be granted a credit against or remission for or deduction from or in respect of any Applicable Tax payable by it or for its account (or on its behalf) or shall obtain any other relief in respect of Applicable Tax on its profits or income, which is both reasonably identifiable and quantifiable by it without requiring such Finance Party or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying (any of the foregoing, to the extent so reasonably identifiable and quantifiable, being referred to as a "SAVING"), such Finance Party shall, to the extent that it can do so without prejudice to the retention of the relevant saving and subject to such Obligor's obligation to repay the amount to such Finance Party if the relevant saving is subsequently disallowed or cancelled (which repayment shall be made promptly on receipt of notice by such Obligor from such Finance Party of such disallowance or cancellation), reimburse such Obligor promptly after receipt of such saving by such Finance Party with such amount as such Finance Party shall have concluded acting reasonably to be the amount or value of the relevant saving. (ii) In compliance with the foregoing paragraph (b)(i), such Finance Party shall arrange its Tax and other affairs in whatever manner it thinks fit save that it shall claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Applicable Tax, promptly and act reasonably in all such circumstances to seek to obtain reliefs, credits or deductions available to it so as to obtain a saving which can be remitted to the relevant Obligor. No Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs. (c) Each Finance Party will notify the relevant Obligor through the Facility Agent promptly of the receipt by such Finance Party of any saving and of such Finance Party's opinion as to the amount or value of that saving. (d) In respect of United States withholding tax: (i) GENERAL Each Finance Party that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement pursuant to the laws of the United States of America or any treaty (including any protocol thereto or official exchange of notes by applicable governmental authorities with respect thereto) to which the United States is a party shall deliver to Services (with a copy to the Facility Agent) either a properly executed United States Internal Revenue Service Form W-9, or two copies of either United States Internal Revenue Service Form 1001 or Form 4224 (or any subsequent versions thereof or successors thereto) or, in the case of a Finance Party claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code ("IRC") with respect to such payments of "portfolio interest", a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Finance Party is not a bank for purposes of Section 881(c) of the IRC, is not a 10-percent shareholder (within the meaning of Section 871(h)(3) of the IRC) of Services and is not a controlled foreign corporation (within the meaning of Section 864(d)(4) of the IRC)), properly completed and duly executed by such Finance Party claiming complete exemption from, or a reduced rate of, U.S. Federal withholding tax on payments by Services under this Agreement. (ii) TIME FOR SUBMITTING DOCUMENTATION Each Finance Party shall deliver to Services the documentation required to be provided under clause (i) above on or before the date such Finance Party becomes a party to this Agreement (save that any Finance Party which is a party hereto on the date hereof shall deliver such documentation to Services on the Business Day next following the Unconditional Date) and on or before the date, if any, such Finance Party changes its Office by designating a different Facility. In addition, each Finance Party shall deliver such forms promptly upon the obsolescence or inability of any form previously delivered by such Finance Party. Notwithstanding any other provision of this Clause, a Finance Party shall not be required to deliver any form pursuant to this Clause 13.5 that such Finance Party is not legally able to deliver.

Tax Saving. (a) In the event that, following the imposition of any Tax on any payment by any Obligor (or any corresponding payment by any Finance Party the Junior Agent to any other Junior Finance Party under this Agreement) in consequence of which such Obligor is required under Clauses 14.2 or 14.3, Clause 10.1 (Gross-up) to pay such Tax or to pay any additional amount in respect of it, any Junior Finance Party shall in its sole opinion and based on its own interpretation of any relevant laws or regulations (but acting in good faith) receive or be granted a repayment of Tax or a credit against or remission for or deduction from or in respect of any Tax payable by it, or shall obtain any other relief in respect of Tax on its profits or incomeTax, which in such Junior Finance Party's opinion in good faith is both reasonably identifiable and quantifiable by it without requiring such Finance Party or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying or at the written request of the Obligor and if the Finance Party is of the opinion that it will recover the cost incurred, after incurring such cost (any of the foregoing, to the extent so reasonably identifiable and quantifiable, being referred to as a "savingSAVING"), such Junior Finance Party shall, to the extent that it can do so without prejudice to the retention of the relevant saving and subject to deduction for reasonable costs and subject further to such Obligor's obligation to repay the amount reimbursed to it under this Clause 10.6 (a) to such Junior Finance Party if the relevant saving is subsequently disallowed or cancelled (which repayment shall be made promptly on receipt of notice by the relevant Obligor from such Junior Finance Party of such disallowance or cancellation), reimburse such Obligor promptly after receipt of such saving by such Junior Finance Party with such amount as such Junior Finance Party shall in its sole opinion but in good faith have concluded to be the amount or value of the relevant saving. (b) Nothing contained in this Agreement shall interfere with the right of any Junior Finance Party to arrange its Tax tax and other affairs in whatever manner it thinks fit and, in particular, no Junior Finance Party shall be under any obligation to claim relief from Tax tax on its corporate profits, or from any similar Tax tax liability, in respect of the Taxtax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it or to disclose details of its Tax tax affairs. No Junior Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs. (c) Each Finance Party will notify the relevant Obligor promptly of the receipt by such Finance Party of any saving and of such Finance Party's opinion as to the amount or value of that saving.

Tax Saving. (a) In the event that, following the imposition of any Applicable Tax on any payment by any Obligor (or any corresponding payment by any Finance Party to any other Finance Party under this Agreement) in consequence of which such Obligor is required under Clauses 14.2 or 14.3, Clause 13.3 to pay such Applicable Tax or to pay any additional amount in respect of it, any Finance Party shall in its sole opinion and based on its own interpretation of any relevant laws or regulations (but acting in good faith) receive or be granted a credit against or remission for or deduction from or in respect of any Applicable Tax payable by it, it or for its account (or on its behalf) or shall obtain any other relief in respect of Applicable Tax on its profits or income, which in such Finance Party's opinion in good faith is both reasonably identifiable and quantifiable by it without requiring such Finance Party or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying or at the written request of the Obligor and if the Finance Party is of the opinion that it will recover the cost incurred, after incurring such cost (any of the foregoing, to the extent so reasonably identifiable and quantifiable, being referred to as a "savingSAVING"), such Finance Party shall, to the extent that it can do so without prejudice to the retention of the relevant saving and subject to deduction for reasonable costs and subject further to such Obligor's obligation to repay the amount to such Finance Party if the relevant saving is subsequently disallowed or cancelled (which repayment shall be made promptly on receipt of notice by such Obligor from such Finance Party of such disallowance or cancellation), reimburse such Obligor promptly after receipt of such saving by such Finance Party with such amount as such Finance Party shall in its sole opinion (but acting in good faith faith) have concluded to be the amount or value of the relevant saving. (b) Nothing contained in this Agreement shall interfere with the right of any Finance Party to arrange its Tax and other affairs in whatever manner it thinks fit and, in particular, no Finance Party shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Applicable Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it or to disclose details of its Tax affairs. No Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs. (c) Each Finance Party will notify the relevant Obligor through the Facility Agent promptly of the receipt by such Finance Party of any saving and of such Finance Party's opinion as to the amount or value of that saving.

Tax Saving. (a) In the event that, following the imposition of any Tax on any payment by any Obligor (or any corresponding payment by any Finance Party to any other Finance Party under this Agreement) in consequence of which such the relevant Obligor is required under Clauses 14.2 or 14.3, clause 11.1 (Tax Gross-Up) above to pay such Tax tax or to pay any additional amount in respect of it, any Finance Party shall in its sole opinion and based on its own interpretation of any relevant laws or regulations (but acting in good faith) receive or be granted a repayment of Tax or a credit against or remission for or deduction from or in respect of any Tax payable by it, or shall obtain any other relief in respect of Tax on its profits or income, which in such Finance Party's opinion in good faith is both identifiable and quantifiable by it without requiring such Finance Party or its professional advisers taking into account all tax jurisdictions applicable to expend a material amount of time or incur a material cost in so identifying or quantifying or at the written request of the Obligor and if the Finance Party is and any direct or indirect controlling shareholders of the opinion that it will recover the cost incurred, after incurring such cost Finance Party (any of the foregoing, to the extent so reasonably identifiable and quantifiable, being referred to as a "savingSAVING"), such Finance Party shall, to the extent that it can do so without prejudice to the retention of the relevant saving and subject to deduction for reasonable costs and subject further to such the relevant Obligor's obligation to repay the amount to such Finance Party if the relevant saving is subsequently disallowed or cancelled (which repayment shall be made promptly on receipt of notice by the relevant Obligor from such Finance Party person of such disallowance or cancellation), reimburse such the relevant Obligor promptly after receipt of such saving by such Finance Party person with such amount as such Finance Party person shall in its sole opinion but in good faith have concluded to be the finally determined amount or value of the relevant saving. (b) Nothing contained in this Agreement shall interfere with the right of any Finance Party to arrange its Tax tax and other affairs in whatever manner it thinks fit and, in particular, no Finance Party shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it or to disclose details of its Tax affairs. No Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs. (c) Each Finance Party will notify the relevant Obligor promptly of the receipt by such Finance Party person of any saving and of such Finance Party's opinion as to the amount or value of that saving.

Tax Saving. (ai) In If any Lender, the event thatIssuing Bank or the Paying Agent (each, following the imposition of any Tax on any payment by any Obligor (a "Finance Party") receives a refund, repayment, credit or any corresponding payment by any Finance Party to any other Finance Party under this Agreement) in consequence of which such Obligor is required under Clauses 14.2 or 14.3, to pay such Tax or to pay any additional amount in respect of it, any Finance Party shall in its sole opinion and based on its own interpretation of any relevant laws or regulations (but acting in good faith) receive or be granted a credit against or remission for or deduction from or in respect of any Tax payable by it, or shall obtain any other relief in respect of Indemnified Taxes or Other Taxes in respect of which it has received indemnity payments or additional amounts pursuant to this Section 2.20 and, in the case of a credit or relief, such credit or relief reduces the Tax on its profits liability of the Finance Party in the jurisdiction in which the Indemnified Taxes or incomeOther Taxes were imposed (a "Tax Saving") and such Tax Saving is, which in such the good faith opinion of the relevant Finance Party's opinion in good faith is , both identifiable and quantifiable by it without requiring such Finance Party or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying quantifying, the Finance Party will pay over the amount of such Tax Saving to the applicable Loan Party to the extent it has received indemnity payments or at additional amounts pursuant to this Section 2.20, net of all out-of-pocket expenses and without interest (other than interest paid by the written relevant Governmental Authority with respect to such refund); provided, however, that the applicable Loan Party shall, upon request of the Obligor and if the Finance Party is of the opinion that it will recover the cost incurredParty, after incurring repay such cost refund (any of the foregoingplus penalties, to the extent so identifiable and quantifiable, being referred to as a "saving"), such Finance Party shall, to the extent that it can do so without prejudice to the retention of interest or other charges imposed by the relevant saving and subject to deduction for reasonable costs and subject further to such Obligor's obligation to repay the amount Governmental Authority) to such Finance Party if the relevant saving Tax Saving is subsequently disallowed or cancelled (which repayment shall be made promptly on receipt of notice by such Finance Party of such disallowance or cancellation), reimburse such Obligor promptly after receipt of such saving by such Finance Party with such amount as such Finance Party shall in its sole opinion but in good faith have concluded to be the amount or value of the relevant savingcancelled. (bii) Nothing contained in this Agreement shall interfere with the right rights of any Finance Party to arrange its Tax and other affairs in whatever manner it thinks fit and, in particular, no Finance Party shall be under any obligation to claim relief from Tax on its corporate profits, profits or from any similar Tax liability, liability for Taxes in respect of the TaxIndemnified Taxes or Other Taxes, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it or to disclose details of its Tax affairs. No Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs. (c) Each Finance Party will notify the relevant Obligor promptly of the receipt by such Finance Party of any saving and of such Finance Party's opinion as to the amount or value of that saving.