Common use of Treatment of Certain Refunds and Credits Clause in Contracts

Treatment of Certain Refunds and Credits. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (or credit in lieu thereof) as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of additional amounts pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund or credit (but only to the extent of indemnity payments and payments of additional amounts made under this Section with respect to the Taxes giving rise to such refund), net of all reasonable and documented out of pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund 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 paragraph (I) (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 paragraph (I), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (I) 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 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 Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Treatment of Certain Refunds and Credits. If the Administrative Agent, any party Lender or the L/C Issuer determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund of any Taxes (or credit in lieu thereof) of a refund of any Taxes or Other Taxes as to which it has been indemnified pursuant by any Borrower or with respect to this Section 2.15 (including by the payment of which any Borrower has paid additional amounts pursuant to this Section 2.15)Section, it shall pay to the indemnifying party such Borrower an amount equal to such refund or credit in lieu of a refund (but only to the extent of indemnity payments and payments of made, or additional amounts made paid, by such Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund or credit in lieu of a refund), net of all reasonable and documented out of out-of-pocket expenses (including Taxes) of the Administrative Agent, such indemnified party Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditcredit in lieu of a refund). Such indemnifying party, provided that each Borrower, upon the request of the Administrative Agent, such indemnified partyLender or the L/C Issuer, shall agrees to repay to such indemnified party the amount paid over pursuant to this paragraph (I) such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event that the Administrative Agent, such indemnified party Lender or the L/C Issuer is required to repay such refund or credit in lieu of a refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (If), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (If) the payment of which would place the indemnified party in a less favorable net after after-Tax position than the indemnified party would have been in if the 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 Tax credit in lieu of a refund had never been paid. This paragraph subsection shall not be construed to require the Administrative Agent, any indemnified party Lender or the L/C Issuer to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the indemnifying party any Borrower or any other Person.

Treatment of Certain Refunds and Credits. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid, or Tax Credits, for the account of such Lender or the L/C Issuer, as the case may be. If any party determines, in its sole discretion exercised in good faith, Recipient determines that it has received a refund of any Taxes (or credit in lieu thereof) any Tax Credit as to which it has been indemnified pursuant by any Loan Party or with respect to this Section 2.15 (including by the payment of which any Loan Party has paid additional amounts pursuant to this Section 2.15)3.01, it shall pay to the indemnifying party such Loan Party an amount equal to such refund or credit Tax Credit (but only to the extent of indemnity payments and payments of made, or additional amounts made paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refundrefund or Tax Credit), net of all reasonable and documented out of out-of-pocket expenses (including Taxes) of incurred by such indemnified party Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditTax Credit). Such indemnifying party, provided that the Loan Party, upon the request of such indemnified partythe Recipient, shall agrees to repay to such indemnified party the amount paid over pursuant to this paragraph (I) the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event that such indemnified party the Recipient is required to repay such refund or Tax Credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (I)subsection, in no event will the indemnified party applicable Recipient be required to pay any amount to an indemnifying party the Loan Party pursuant to this paragraph (I) subsection the payment of which would place the indemnified party Recipient in a less favorable net after after-Tax position than the indemnified party such Recipient would have been in if the 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 Tax had never been paid. This paragraph subsection shall not be construed to require any indemnified party the Recipient to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the indemnifying party any Loan Party or any other Person.

Treatment of Certain Refunds and Credits. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (or credit in lieu thereof) as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of additional amounts pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund or credit (but only to the extent of indemnity payments and payments of additional amounts made under this Section with respect to the Taxes giving rise to such refund), net of all reasonable and documented out of pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund 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 paragraph (I) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (I), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (I) 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 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 Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Treatment of Certain Refunds and Credits. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any party Lender or the L/C Issuer determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund or credit of any Taxes or Other Taxes (or credit in lieu thereofeach, a “Tax Benefit”) as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 2.15)Section, it shall pay to the indemnifying party Borrowers an amount equal to such refund or credit Tax Benefit (but only to the extent of indemnity payments and payments of made, or additional amounts made paid, by the Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refundTax Benefit), net of all reasonable and documented out of out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, such indemnified party Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditrefund). Such indemnifying party, provided that the Borrowers, upon the request of the Administrative Agent, such indemnified partyLender or the L/C Issuer, shall agrees to repay to such indemnified party the amount paid over pursuant to this paragraph (I) the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer within a reasonable time after receipt of written notice that the Administrative Agent, such indemnified party Lender or the L/C Issuer is required to repay such refund Tax Benefit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (I), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (I) 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 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 Tax had never been paid. This paragraph subsection shall not be construed to require the Administrative Agent, any indemnified party Lender or the L/C Issuer to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the indemnifying party Borrowers or any other Person.

Treatment of Certain Refunds and Credits. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (or credit in lieu thereof) as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of additional amounts pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund or credit (but only to the extent of indemnity payments and payments of additional amounts made under this Section with respect to the Taxes giving rise to such refund), net of all reasonable and documented out of out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund 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 paragraph (I) (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 paragraph (I), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (I) the payment of which would place the indemnified party in a less favorable net after after-Tax position than the indemnified party would have been in if the 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 Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Treatment of Certain Refunds and Credits. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid, or Tax Credits, for the account of such Lender or the L/C Issuer, as the case may be. If any party determines, in its sole discretion exercised in good faith, Recipient determines that it has received a refund of any Taxes (or credit in lieu thereof) any Tax Credit as to which it has been indemnified pursuant by any Loan Party or with respect to this Section 2.15 (including by the payment of which any Loan Party has paid additional amounts pursuant to this Section 2.15)3.01, it shall pay to the indemnifying party such Loan Party an amount equal to such refund or credit Tax Credit (but only to the extent of indemnity payments and payments of made, or additional amounts made paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refundrefund or Tax Credit), net of all reasonable and documented out of out-of-pocket expenses (including Taxes) of incurred by such indemnified party Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or creditTax Credit). Such indemnifying party, provided that the Loan Party, upon the request of such indemnified partythe Recipient, shall agrees to repay to such indemnified party the amount paid over pursuant to this paragraph (I) the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event that such indemnified party the Recipient is required to repay such refund or Tax Credit to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (I)subsection, in no event will the indemnified party applicable Recipient be required to pay any amount to an indemnifying party such Loan Party pursuant to this paragraph (I) subsection the payment of which would place the indemnified party Recipient in a less favorable net after after-Tax position than the indemnified party such Recipient would have been in if the 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 Tax had never been paid. This paragraph subsection shall not be construed to require any indemnified party Recipient to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the indemnifying party any Loan Party or any other Person.

Treatment of Certain Refunds and Credits. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund or credit of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any party Lender or the L/C Issuer determines, in its sole discretion exercised in good faithdiscretion, that it has received a refund or credit of any Taxes (or credit in lieu thereof) Other Taxes as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.15)Section, it shall pay to the indemnifying party Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments and payments of made, or additional amounts made paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refundrefund or credit), net of all reasonable and documented out of out-of-pocket expenses (including Taxes) of incurred by the Administrative Agent, such indemnified party Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit). Such indemnifying party, provided that the Borrower, upon the request of the Administrative Agent, such indemnified partyLender or the L/C Issuer, shall agrees to repay to such indemnified party the amount paid over pursuant to this paragraph (I) the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event that the Administrative Agent, such indemnified party Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. Notwithstanding anything to Authority or loses the contrary in this paragraph (I), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (I) the payment benefit 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 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 Tax had never been paidcredit. This paragraph subsection shall not be construed to require the Administrative Agent, any indemnified party Lender or the L/C Issuer to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the indemnifying party Borrower or any other Person.

Treatment of Certain Refunds and Credits. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of or credit with respect to any Taxes (or credit in lieu thereof) as to which it has been indemnified pursuant to this Section 2.15 5.9 [Taxes] (including by the payment of additional amounts pursuant to this Section 2.155.9 [Taxes]), it shall pay to the indemnifying party an amount equal to such refund or credit (but only to the extent of indemnity payments and payments of additional amounts made under this Section 5.9 [Taxes] with respect to the Taxes giving rise to such refundrefund or credit), net of all reasonable and documented out of out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority Official Body with respect to such refund or creditrefund). Such indemnifying party, upon the request of such indemnified party219962390 party incurred in connection with obtaining such refund or credit, shall repay to such indemnified party the amount paid over pursuant to this paragraph (I) Section 5.9.6 [Treatment of Certain Refunds] (plus any penalties, interest or other charges imposed by the relevant Governmental AuthorityOfficial Body) in the event that such indemnified party is required to repay such refund to such Governmental AuthorityOfficial Body. Notwithstanding anything to the contrary in this paragraph (ISection 5.9.6 [Treatment of Certain Refunds]), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (I) Section 5.9.6 [Treatment of Certain Refunds] the payment of which would place the indemnified party in a less favorable net after after-Tax position than the indemnified party would have been in if the 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 Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.