Taxes or Other Taxes. After the Borrower makes full payment to the Lender with respect to such indemnification for Taxes or Other Taxes asserted, if such Lender or the Borrower reasonably believes in its sole discretion that reasonable grounds exist to challenge or contest the Taxes or Other Taxes imposed, then such Lender shall so contest or challenge in good faith the Taxes or Other Taxes asserted, which contest or challenge shall be at the sole expense of the Borrower. If a Lender shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify the Borrower of the availability of such refund and shall, within 30 days after receipt of a request by the Borrower, apply for such refund at the Borrower's reasonable out-of-pocket expense. If any Lender receives a refund of any Taxes or Other Taxes for which such Lender has received payment from a Borrower hereunder, it shall promptly notify such Borrower of such refund and shall promptly upon receipt repay such refund to such Borrower, net of all out-of-pocket expenses of such Lender and without interest; provided, that the Borrower, upon the request of such Lender, agrees to return such refund (plus penalties, interest or other charges) to such Lender in the event such Lender is required to repay such refund.
Appears in 1 contract
Samples: Multi Currency Revolving Credit and Term Loan Agreement (American Management Systems Inc)
Taxes or Other Taxes. After the Borrower makes full payment to the Lender Lender, Issuing Bank (or Transferee) or the Agent with respect to such indemnification for Taxes or Other Taxes asserted, if such Lender Lender, Issuing Bank (or Transferee) or the Borrower reasonably Agent believes in its sole discretion that reasonable grounds exist to challenge or contest the Taxes or Other Taxes imposed, then such Lender Lender, Issuing Bank (or Transferee) or the Agent, as the case may be, shall so contest or challenge in good faith the Taxes or Other Taxes asserted, which contest or challenge shall be at the sole expense of the such Borrower. If a Lender Lender, Issuing Bank (or Transferee) or the Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify the Borrower of the availability of such refund and shall, within 30 days after receipt of a request by the such Borrower, apply for such refund at the Borrower's reasonable out-of-pocket expense. If any Lender Lender, Issuing Bank (or Transferee) or the Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender Lender, Issuing Bank (or Transferee) or the Agent has received payment from a the Borrower hereunder, hereunder it shall promptly notify such Borrower of such refund and shall promptly upon receipt repay such refund to such Borrower, net of all out-of-pocket expenses of such Lender or Issuing Bank and without interest; provided, however, that the such Borrower, upon the request of such Lender, Issuing Bank (or Transferee) or the Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender Lender, Issuing Bank (or Transferee) or the Agent in the event such Lender Lender, Issuing Bank (or Transferee) or the Agent is required to repay such refund.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Choice Hotels Holdings Inc)
Taxes or Other Taxes. After the applicable Borrower makes full payment to the Lender (or Transferee) or the Agent with respect to such indemnification for Taxes or Other Taxes asserted, if such Lender (or Transferee) or the Borrower reasonably Agent believes in its sole discretion that reasonable grounds exist to challenge or contest the Taxes or Other Taxes imposed, then such Lender (or Transferee) or the Agent, as the case may be, shall so contest or challenge in good faith the Taxes or Other Taxes asserted, which contest or challenge shall be at the sole expense of the such Borrower. If a Lender (or Transferee) or the Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify the applicable Borrower of the availability of such refund and shall, within 30 days after receipt of a request by the such Borrower, apply for such refund at the BorrowerCompany's reasonable out-of-pocket expense. If any Lender (or Transferee) or the Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender (or Transferee) or the Agent has received payment from a any Borrower hereunder, hereunder it shall promptly notify such Borrower of such refund and shall promptly upon receipt repay such refund to such Borrower, net of all out-of-pocket expenses of such Lender and without interest; provided, however, that the such Borrower, upon the request of such LenderLender (or Transferee) or the Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender (or Transferee) or the Agent in the event such Lender (or Transferee) or the Agent is required to repay such refund.
Appears in 1 contract
Samples: Competitive Advance and Multi Currency Revolving Credit Facility Agreement (Manor Care Inc/New)
Taxes or Other Taxes. After the Borrower makes full payment to the Lender Lender, Issuing Bank (or Transferee) or the Agent with respect to such indemnification for Taxes or Other Taxes asserted, if such Lender Lender, Issuing Bank (or Transferee) or the Borrower reasonably Agent believes in its sole discretion that reasonable grounds exist to challenge or contest the Taxes or Other Taxes imposed, then such Lender Lender, Issuing Bank (or Transferee) or the Agent, as the case may be, shall so contest or challenge in good faith the Taxes or Other Taxes asserted, which contest or challenge shall be at the sole expense of the Borrower. If a Lender Lender, Issuing Bank (or Transferee) or the Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify the Borrower of the availability of such refund and shall, within 30 days after receipt of a request by the Borrower, apply for such refund at the Borrower's reasonable out-of-pocket expense. If any Lender Lender, Issuing Bank (or Transferee) or the Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender Lender, Issuing Bank (or Transferee) or the Agent has received payment from a the Borrower hereunder, hereunder it shall promptly notify such the Borrower of such refund and shall promptly upon receipt repay such refund to such the Borrower, net of all out-of-of- pocket expenses of such Lender or Issuing Bank and without interest; provided, -------- however, that the Borrower, upon the request of such Lender, Issuing Bank (or ------- Transferee) or the Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender Lender, Issuing Bank (or Transferee) or the Agent in the event such Lender Lender, Issuing Bank (or Transferee) or the Agent is required to repay such refund.
Appears in 1 contract
Taxes or Other Taxes. After the Borrower makes full payment to the Lender Lender, Issuing Bank (or Transferee) or the Agent with respect to such indemnification for Taxes or Other Taxes asserted, if such Lender Lender, Issuing Bank (or Transferee) or the Borrower reasonably Agent believes in its sole discretion that reasonable grounds exist to challenge or contest the Taxes or Other Taxes imposed, then such Lender Lender, Issuing Bank (or Transferee) or the Agent, as the case may be, shall so contest or challenge in good faith the Taxes or Other Taxes asserted, which contest or challenge shall be at the sole expense of the such Borrower. If a Lender Lender, Issuing Bank (or Transferee) or the Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify the Borrower of the availability of such refund and shall, within 30 days after receipt of a request by the such Borrower, apply for such refund at the Borrower's reasonable out-of-pocket expense. If any Lender Lender, Issuing Bank (or Transferee) or the Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender Lender, Issuing Bank (or Transferee) or the Agent has received payment from a the Borrower hereunder, hereunder it shall promptly notify such Borrower of such refund and shall promptly upon receipt repay such refund to such the Borrower, net of all out-of-pocket expenses of such Lender or Issuing Bank and without interest; provided, however, that the Borrower, upon the request of such Lender, Issuing Bank (or Transferee) or the Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender Lender, Issuing Bank (or Transferee) or the Agent in the event such Lender Lender, Issuing Bank (or Transferee) or the Agent is required to repay such refund.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Choice Hotels Holdings Inc)
Taxes or Other Taxes. After the Borrower makes full payment to the Lender Lender, Issuing Bank (or Transferee) or the Agent with respect to such indemnification for Taxes or Other Taxes asserted, if such Lender Lender, Issuing Bank (or Transferee) or the Borrower reasonably Agent believes in its sole discretion that reasonable grounds exist to challenge or contest the Taxes or Other Taxes imposed, then such Lender Lender, Issuing Bank (or Transferee) or the Agent, as the case may be, shall so contest or challenge in good faith the Taxes or Other Taxes asserted, which contest or challenge shall be at the sole expense of the Borrower. If a Lender Lender, Issuing Bank (or Transferee) or the Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify the Borrower of the availability of such refund and shall, within 30 days after receipt of a request by the Borrower, apply for such refund at the Borrower's reasonable out-out- of-pocket expense. If any Lender Lender, Issuing Bank (or Transferee) or the Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender Lender, Issuing Bank (or Transferee) or the Agent has received payment from a the Borrower hereunder, hereunder it shall promptly notify such the Borrower of such refund and shall promptly upon receipt repay such refund to such the Borrower, net of all out-of-of- pocket expenses of such Lender Lender, the Agent or the Issuing Bank and without interestinterest (other than any interest paid by the applicable taxing authority); provided, however, that the Borrower, upon the request of such Lender, Issuing Bank (or Transferee) or the Agent, agrees to return such refund (plus penalties, interest or other charges) to such Lender Lender, Issuing Bank (or Transferee) or the Agent in the event such Lender Lender, Issuing Bank (or Transferee) or the Agent is required to repay such refund.
Appears in 1 contract
Samples: Credit Facilities Agreement (Choice Hotels International Inc /De)