Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) from any payment by the Borrower, the Lender shall receive or be granted a credit against or remission for any Taxes payable by it, the Lender shall, subject to the Borrower having made any increased payment in accordance with Clause 5.3 (Gross-up) and to the extent that the Lender can do so without prejudicing its retention of the amount of such credit or remission and without prejudice to the right of the Lender to obtain any other relief or allowance which may be available to it, reimburse the Borrower with such amount as the Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Borrower. Such reimbursement shall be made forthwith upon the Lender certifying that the amount of the credit or remission has been received by it, provided, always, that:
Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in clause 8.5 any Finance Party shall receive or be granted a credit against or remission for any Taxes payable by it, such Finance Party shall, subject to the relevant Borrower having made any increased payment in accordance with clause 8.5 and to the extent that such Finance Party can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of such Finance Party to obtain any other relief or allowance which may be available to it, reimburse the relevant Borrower with such amount as such Finance Party shall in its absolute discretion certify to be the proportion of such credit or remission as will leave such Finance Party (after such reimbursement) 66 in no worse position than it would have been in had there been no such deduction or withholding from the payment by the relevant Borrower as aforesaid. Such reimbursement shall be made forthwith upon such Finance Party certifying that the amount of such credit or remission has been received by it. Nothing contained in this Agreement shall oblige any Finance Party to investigate whether a Tax credit is payable, rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, no Borrower shall, by virtue of this clause 8.7, be entitled to enquire about any Finance Party's tax affairs.
Claw-back of Tax benefit. If following any such deduction or withholding as is referred to in clause 9.7 from any payment by a Borrower, any Finance Party shall receive or be granted a credit against or remission for any taxes payable by it, such Finance Party shall, subject to the relevant Borrower having made any increased payment in accordance with clause 9.7 and to the extent that such Finance Party can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of such Finance Party to obtain any other relief or allowance which may be available to it, reimburse the relevant Borrower with such amount as such Finance Party shall in its absolute discretion certify to be the proportion of such credit or remission as will leave such Finance Party (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the relevant Borrower as aforesaid. Such reimbursement shall be made forthwith upon such Finance Party certifying that the amount of such credit or remission has been received by it provided that such Finance Party shall not unreasonably delay before so certifying. Nothing contained in this Agreement shall oblige any Finance Party to disclose to any TCN Entity or any other person any information regarding its tax affairs or tax computations or interfere with the right of the Finance Party to arrange its tax affairs in whatever manner it thinks fit and, in particular, none of the Finance Parties shall be under any obligation to claim relief from its corporate profits, tax liability or similar tax liabilities in respect of such tax in priority to any other claims, reliefs, credits or deductions available to it. Without prejudice to the generality of the foregoing, no Borrower or any other TCN Entity shall by virtue of this clause 9.10, be entitled to enquire about any Finance Party's tax affairs.
Claw-back of Tax benefit prejudice to the right of such Finance Party to obtain any other relief or allowance which may be available to it, reimburse the relevant Borrower with such amount as such Finance Party shall in its absolute discretion certify to be the proportion of such credit or remission as will leave such Finance Party (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the relevant Borrower as aforesaid. Such reimbursement shall be made forthwith upon such Finance Party certifying that the amount of such credit or remission has been received by it, provided that the Finance Party shall be the sole judge of the amount of any such benefit and of the date on which it was received. Nothing contained in this Agreement shall interfere with the right of any Finance Party to arrange its tax affairs in whatever manner it thinks fit nor oblige any Finance Party to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, no Borrower shall, by virtue of this clause 8.7, be entitled to enquire about any Finance Party's tax affairs or computations. The Finance Parties are under no obligation to investigate whether any tax credit is available or to claim any tax credit. Any amount paid by any Finance Party to a Borrower under this clause shall be conclusive evidence of the amount payable and will be accepted by the Borrower in full and final settlement of its claim.
Claw-back of Tax benefit. If following any such deduction or withholding as is referred to in clause 9.5 any Finance Party shall receive or be granted a credit against or remission for any Taxes payable by it, such Finance Party shall, subject to the relevant Obligor having made any increased payment in accordance with clause 9.5 and to the extent that such Finance Party can in its absolute discretion acting in good faith do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of such Finance Party to obtain any other relief or allowance which may be available to it, reimburse the relevant Obligor with such amount as such Finance Party shall in its absolute discretion acting in good faith certify to be
Claw-back of Tax benefit. (a) If following any such deduction or withholding as is referred to in clause 8.5 (Grossing-up for Taxes) any Finance Party determines in its sole discretion that it has received or been granted a credit against or remission for any Taxes payable by it, such Finance Party shall, subject to the relevant Obligor having made any increased payment in accordance with clause 8.5 (Grossing-up for Taxes) and subject to there not being any Event of Default which is continuing, and to the extent that such Finance Party can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of such Finance Party to obtain any other relief or allowance which may be available to it, reimburse the relevant Obligor with such amount as such Finance Party shall in its absolute discretion certify to be the proportion of such credit or remission as will leave such Finance Party (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the relevant Obligor as aforesaid.
Claw-back of Tax benefit. This clause 18.3 applies if any Finance Party has received an increased payment from any Obligor under clause 18.1 and subsequently receives a credit against, or remission for, Taxes payable by it. Such Finance Party will, in its discretion, establish the amount (if any) which, as a result of such receipt, it is able to repay to the relevant Obligor without putting itself in a worse position than if no withholding had been required; and will pay it to the relevant Obligor as soon as reasonably practicable. The Finance Party shall not have any obligation to rearrange its tax affairs or disclose any information about them. At the date of this Agreement each Lender represents that it is a Qualifying Person.
Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in clause 3.3 from any payment by the Guarantor, the Lender shall receive or be granted a credit against or remission for any Taxes payable by it or on its behalf, the Lender shall, and to the extent that it can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to its right to obtain any other relief or allowance which may be available to it, reimburse the Guarantor with such amount as the Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Guarantor as aforesaid. Such reimbursement shall be made forthwith upon the Lender certifying that the amount of such credit or remission has been received by it. Nothing contained in this Guarantee shall oblige the Lender to rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, the Guarantor shall not, by virtue of this clause 3.4, be entitled to enquire about the Lender’s tax affairs.
Claw-back of Tax benefit. If, following any such deduction or withholding as is referred to in clause 6.6 (
