Common use of No Deductions; Increased Costs Clause in Contracts

No Deductions; Increased Costs. (a) Except as otherwise required by law, each payment by the Account Party and the Guarantor to the Bank under this Agreement or any other Account Party Agreement shall be made without setoff or counterclaim and without withholding for or on account of any present or future taxes (other than overall net income taxes on the Bank imposed by any jurisdiction having control of the Bank) imposed by or within the jurisdiction in which the Account Party or the Guarantor is domiciled, any jurisdiction from which the Account Party or the Guarantor makes any payment hereunder, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Account Party or the Guarantor, as the case may be, shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by the Bank free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which the Bank would have received had such withholding not been made. If the Bank pays any amount in respect of any such taxes, penalties or interest, the Account Party and the Guarantor shall reimburse the Bank for that payment on demand in the currency in which such payment was made. If the Account Party or the Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Bank on or before the thirtieth day after payment. (b) If any change in or adoption of any law, treaty, regulation, guideline or directive, or any new or modified interpretation of any of the foregoing by any authority or agency charged with the administration or interpretation thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or the transactions contemplated by this Agreement (whether or not having the force of law) shall: (i) limit the deductibility of interest on funds obtained by the Bank to pay any of its liabilities or subject the Bank to any tax, duty, charge, deduction or withholding on or with respect to payments relating to the Bonds, the Letter of Credit or this Agreement, or any amount paid or to be paid by the Bank as the issuer of the Letter of Credit (other than any tax measured by or based upon the overall net income of the Bank imposed by any jurisdiction having control over the Bank); (ii) impose, modify, require, make or deem applicable to the Bank any reserve requirement, capital requirement, special deposit requirement, insurance assessment or similar requirement against any assets held by, deposits with or for the account of, or loans, letters of credit or commitments by, an office of the Bank; (iii) change the basis of taxation of payments due the Bank under this Agreement or the Bonds (other than by a change in taxation of the overall net income of the Bank); (iv) cause or deem letters of credit to be assets held by the Bank and/or as deposits on its books; or (v) impose upon the Bank any other condition with respect to any amount paid or payable to or by the Bank or with respect to this Agreement or any of the other Account Party Agreements; and the result of any of the foregoing is to increase the cost to the Bank of making any payment or maintaining the Letter of Credit, or to reduce the amount of any payment (whether of principal, interest or otherwise) receivable by the Bank, or to reduce the rate of return on the capital of the Bank or to require the Bank to make any payment on or calculated by reference to the gross amount of any sum received by it, in each case by an amount which the Bank in its reasonable judgment deems material, then the Account Party shall pay to the Bank, from time to time as specified by the Bank, such an amount or amounts as will compensate the Bank for such additional cost, reduction or payment. The protection of this Section 2.4(b) shall be available to the Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition which has been imposed; provided, however, that if it shall be later determined by the Bank that any amount so paid by the Account Party pursuant to this Section 2.4(b) is in excess of the amount payable under the provisions hereof, the Bank shall refund such excess amount to the Account Party. The obligations of the Account Party under this Section shall survive the termination of this Agreement and the discharge of the other Obligations of the Account Party hereunder.

No Deductions; Increased Costs. (a) Except as otherwise required by law, each payment by the Account Party and the Guarantor Applicant to the Bank under this Agreement or any other Account Party Agreement Related Document shall be made without setoff or counterclaim and without withholding for or on account of any present or future taxes (other than overall net income taxes on the Bank recipient imposed by any jurisdiction having control of the Banksuch recipient) imposed by or within the jurisdiction in which the Account Party or the Guarantor Applicant is domiciled, any jurisdiction from which the Account Party or the Guarantor Applicant makes any payment hereunder, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Account Party or the Guarantor, as the case may be, Applicant shall make the withholding, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by the Bank free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which the Bank would have received had such withholding not been made. If the Bank pays any amount in respect of any such taxes, penalties or interest, the Account Party and the Guarantor Applicant shall reimburse the Bank for that payment on demand in the currency in which such payment was made. If the Account Party or the Guarantor Applicant pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Bank on or before the thirtieth day after payment. (b) If the Code or any change in or adoption of any newly adopted law, treaty, regulation, guideline or directive, or any change in any, law, treaty, regulation, guideline or directive or any new or modified interpretation of any of the foregoing by any authority or agency charged with the administration or interpretation thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or the transactions contemplated by this Agreement (whether or not having the force of law) shall: (i) limit the deductibility of interest on funds obtained by the Bank to pay any of its liabilities or subject the Bank to any tax, duty, charge, deduction or withholding on or with respect to payments relating to the Bonds, the Letter of Credit or this Agreement, or any amount paid or to be paid by the Bank as the issuer of the Letter of Credit (other than any tax measured by or based upon the overall net income of the Bank imposed by any jurisdiction having control over the Bank); (ii) impose, modify, require, make or deem applicable to the Bank any reserve requirement, capital requirement, special deposit requirement, insurance assessment or similar requirement against any assets held by, deposits with or for the account of, or loans, letters of credit or commitments by, an office of the Bank; (iii) change the basis of taxation of payments due the Bank under this Agreement or the Bonds (other than by a change in taxation of the overall net income of the Bank); (iv) cause or deem letters of credit to be assets held by the Bank and/or as deposits on its books; or (v) impose upon the Bank any other condition with respect to any amount paid or payable to or by the Bank or with respect to this Agreement or any of the other Account Party AgreementsRelated Documents; and the result of any of the foregoing is to increase the cost to the Bank of making any payment or maintaining the Letter of Credit, or to reduce the amount of any payment (whether of principal, interest or otherwise) receivable by the Bank, or to reduce the rate of return on the capital of the Bank or to require the Bank to make any payment on or calculated by reference to the gross amount of any sum received by it, in each case by an amount which the Bank in its reasonable judgment deems material, then then: (1) the Account Party Bank shall promptly notify the Applicant in writing of such event; (2) the Bank shall promptly deliver to the Applicant a certificate stating the change which has occurred or the reserve requirements or other costs or conditions which have been imposed on the Bank or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such increased cost, reduction or payment and a reasonably detailed description of the way in which such amount has been calculated, and the Bank's determination of such amounts, absent fraud or manifest error, shall be conclusive; and (3) the Applicant shall pay to the Bank, from time to time as specified by the Bank, such an amount or amounts as will compensate the Bank for such additional cost, reduction or payment. The protection of this Section 2.4(b7.1(b) shall be available to the Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition which has been imposed; provided, however, that if it shall be later determined by the Bank that any amount so paid by the Account Party Applicant pursuant to this Section 2.4(b7.1(b) is in excess of the amount payable under the provisions hereof, the Bank shall refund such excess amount to the Account Party. The obligations of the Account Party under this Section shall survive the termination of this Agreement and the discharge of the other Obligations of the Account Party hereunderApplicant.

No Deductions; Increased Costs. (a) Except as otherwise required by law, each payment by the Account Party and the Guarantor Company to the Bank ▇▇▇▇▇▇ under this Agreement or any other Account Party Agreement Related Document shall be made without setoff deduction, defense, set-off or counterclaim counterclaim, and without withholding for or on account of any present or future taxes (other than overall net income taxes on the Bank recipient imposed by reason of any payment hereunder by any jurisdiction having control of authority over such recipient or the Banktransactions contemplated by this Agreement) imposed by or within the jurisdiction in which the Account Party or the Guarantor Company is domiciled, the Project is located, any jurisdiction from which the Account Party or the Guarantor Company makes any payment hereunder, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Account Party or the Guarantor, as the case may be, Company shall make the withholding, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by the Bank ▇▇▇▇▇▇ free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which the Bank ▇▇▇▇▇▇ would have received had such withholding not been made. If the Bank ▇▇▇▇▇▇ pays any amount in respect of any such taxes, penalties or interest, the Account Party and the Guarantor Company shall reimburse the Bank ▇▇▇▇▇▇ for that payment on demand in the currency in which such payment was made. If the Account Party or the Guarantor Company pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Bank ▇▇▇▇▇▇ on or before the thirtieth day after payment. (b) If the Code or any change in newly adopted or adoption of any changed law, treaty, regulation, guideline or directive, directive or any new or modified interpretation of any of the foregoing by any authority or agency charged with the administration or interpretation thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank ▇▇▇▇▇▇ or the transactions contemplated by this Agreement (whether or not having the force of law) shall: (i) limit the deductibility of interest on funds obtained by the Bank ▇▇▇▇▇▇ to pay any of its liabilities or subject the Bank ▇▇▇▇▇▇ to any tax, duty, charge, deduction or withholding on or with respect to payments relating to the Bonds, the Letter of Credit or this Agreement, or any amount paid or to be paid by the Bank ▇▇▇▇▇▇ as the issuer of the Letter of Credit (other than any tax measured by or based upon the overall net income of the Bank ▇▇▇▇▇▇ imposed by any jurisdiction having control authority over ▇▇▇▇▇▇ or the Banktransactions contemplated by this Agreement); (ii) impose, modify, require, make or deem applicable to the Bank ▇▇▇▇▇▇ any reserve requirement, capital requirement, special deposit requirement, insurance assessment or similar requirement against any assets held by, deposits with or for the account of, or loans, letters of credit or commitments by, an office of ▇▇▇▇▇▇ in excess of such requirement on the Bankdate of this Agreement; (iii) change the basis of taxation of payments due the Bank ▇▇▇▇▇▇ under this Agreement or the Bonds (other than by a change in taxation of the overall net income of the Bank▇▇▇▇▇▇);; or (iv) cause or deem letters of credit to be assets held by the Bank and/or as deposits on its books; or (v) impose upon the Bank ▇▇▇▇▇▇ any other condition with respect to any such amount paid or payable to or by the Bank ▇▇▇▇▇▇ or with respect to this Agreement Agreement, the Letter of Credit, any other Related Document or any of the other Account Party AgreementsBonds; and the result of any of the foregoing is to increase the cost to the Bank ▇▇▇▇▇▇ of making any payment hereunder or under the Letter of Credit or of maintaining the Letter of Credit, or to reduce the amount of any payment (whether of principal, interest or otherwise) receivable by the Bank▇▇▇▇▇▇, or to reduce the rate of return on the capital of the Bank ▇▇▇▇▇▇ or to require the Bank ▇▇▇▇▇▇ to make any payment on or calculated by reference to the gross amount of any sum received by it, in each case by an amount which the Bank ▇▇▇▇▇▇ in its reasonable judgment deems material, then then: (1) ▇▇▇▇▇▇ shall promptly notify the Account Party Company in writing of such event; (2) ▇▇▇▇▇▇ shall promptly deliver to the Company a certificate stating the change which has occurred or the reserve requirements or capital requirements or other costs or conditions which have been imposed on ▇▇▇▇▇▇ or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such increased cost, reduction or payment and a reasonably detailed description of the way in which such amount has been calculated, and ▇▇▇▇▇▇'▇ determination of such amounts, absent fraud or manifest error, shall be conclusive; and (3) the Company shall pay to the Bank▇▇▇▇▇▇, from time to time as specified by the Bank▇▇▇▇▇▇, such an amount or amounts as will compensate the Bank ▇▇▇▇▇▇ for such additional cost, reduction or payment. The protection of this Section 2.4(b6.1(b) shall be available to the Bank ▇▇▇▇▇▇ regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition which has been imposed; provided, however, that if it shall be later determined by the Bank that any amount so paid by the Account Party pursuant to this Section 2.4(b) is in excess of the amount payable under the provisions hereof, the Bank shall refund such excess amount to the Account Party. The obligations of the Account Party under this Section shall survive the termination of this Agreement and the discharge of the other Obligations of the Account Party hereunder.

No Deductions; Increased Costs. (a) Except as otherwise required by law, each payment by the Account Party and the Guarantor District to the Bank under this Agreement or any other Account Party Agreement Related Document shall be made without setoff or counterclaim and without withholding for or on account of any present or future taxes (other than overall net income taxes on the Bank recipient imposed by any jurisdiction having control of the Banksuch recipient) imposed by or within the jurisdiction in which the Account Party or the Guarantor District is domiciled, any jurisdiction from which the Account Party or the Guarantor District makes any payment hereunder, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Account Party or the Guarantor, as the case may be, District shall make the withholding, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by the Bank free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which the Bank would have received had such withholding not been made. If the Bank pays any amount in respect of any such additional taxes, penalties or interest, the Account Party and the Guarantor District shall reimburse the Bank for that payment on demand in the currency in which such payment was made. If the Account Party or the Guarantor District pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Bank on or before the thirtieth day after payment. (b) If the Code (after the date of execution of this Agreement) or any change in or adoption of any newly adopted law, treaty, regulation, guideline or directive, or any change in any, law, treaty, regulation, guideline or directive or any new or modified interpretation of any of the foregoing by any authority or agency charged with the administration or interpretation thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or the transactions contemplated by this Agreement (Agreement, whether or not having the force of lawlaw (each a “Change in Law”) shall: (i) limit the deductibility of interest on funds obtained by the Bank to pay any of its liabilities or subject the Bank to any tax, duty, charge, deduction or withholding on or with respect to payments relating to the Bonds, the Letter of Credit or this Agreement, or any amount paid or to be paid by the Bank as the issuer of the Letter of Credit (other than any tax measured by or based upon the overall net income of the Bank imposed by any jurisdiction having control over the Bank); (ii) impose, modify, require, make or deem applicable to the Bank any reserve requirement, capital requirement, special deposit requirement, insurance assessment or similar requirement against any assets held by, deposits with or for the account of, or loans, letters of credit or commitments by, an office of the Bank; (iii) change the basis of taxation of payments due the Bank under this Agreement or the Bonds (other than by a change in taxation of the overall net income of the Bank); (iv) cause or deem letters of credit to be assets held by the Bank and/or as deposits on its books; or (v) impose upon the Bank any other condition with respect to any amount paid or payable to or by the Bank or with respect to this Agreement or any of the other Account Party AgreementsRelated Documents; and the result of any of the foregoing is to increase the cost to the Bank of making any payment or maintaining the Letter of Credit, or to reduce the amount of any payment (whether of principal, interest or otherwise) receivable by the Bank, or to reduce the rate of return on the capital of the Bank or to require the Bank to make any payment on or calculated by reference to the gross amount of any sum received by it, in each case by an amount which the Bank in its reasonable judgment deems material, then then: (1) the Account Party Bank shall promptly notify the District in writing of such event; (2) the Bank shall promptly deliver to the District a certificate stating the change which has occurred or the reserve requirements or other costs or conditions which have been imposed on the Bank or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such increased cost, reduction or payment and a reasonably detailed description of the way in which such amount has been calculated, and the Bank’s determination of such amounts, absent fraud or manifest error, shall be conclusive; and (3) the District shall pay to the Bank, from time to time as specified by the BankBank upon at least 20 days prior written notice, such an amount or amounts as will compensate the Bank for such additional cost, reduction or payment. The protection of this Section 2.4(b7.01(b) shall be available to the Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition which has been imposed; provided, however, that if it shall be later determined by the Bank that any amount so paid by the Account Party District pursuant to this Section 2.4(b7.01(b) is in excess of the amount payable under the provisions hereof, the Bank shall refund such excess amount to the Account PartyDistrict. The obligations of Notwithstanding the Account Party under this Section shall survive the termination foregoing, for purposes of this Agreement and (a) all requests, rules, guidelines or directives in connection with the discharge ▇▇▇▇-▇▇▇▇▇ Act shall be deemed to be a Change in Law, regardless of the other Obligations date enacted, adopted or issued, and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or any Governmental Authority shall be deemed a Change in Law regardless of the Account Party hereunderdate enacted, adopted or issued.

No Deductions; Increased Costs. (a) Except as otherwise required by law, each payment by the Account Party and the Guarantor Applicant to the Bank under this Agreement or any other Account Party Agreement Related Document shall be made without setoff or counterclaim and without withholding for or on account of any present or future taxes (other than overall net income taxes on the Bank recipient imposed by any jurisdiction having control of the Banksuch recipient) imposed by or within the jurisdiction in which the Account Party or the Guarantor Applicant is domiciled, any jurisdiction from which the Account Party or the Guarantor Applicant makes any payment hereunder, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Account Party or the Guarantor, as the case may be, Applicant shall make the withholding, pay the amount withheld to the appropriate governmental authority Governmental Authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by the Bank free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which the Bank would have received had such withholding not been made. If the Bank pays any amount in respect of any such taxes, penalties or interest, the Account Party and the Guarantor Applicant shall reimburse the Bank for that payment on demand in the currency in which such payment was made. If the Account Party or the Guarantor Applicant pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Bank on or before the thirtieth day after payment. (b) If the Code or any change in or adoption of any newly adopted law, treaty, regulation, guideline or directive, or any change in any, law, treaty, regulation, guideline or directive or any new or modified interpretation of any of the foregoing by any authority or agency charged with the administration or interpretation thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or the transactions contemplated by this Agreement (whether or not having the force of law) shall: (i) limit the deductibility of interest on funds obtained by the Bank to pay any of its liabilities or subject the Bank to any tax, duty, charge, deduction or withholding on or with respect to payments relating to the Bonds, the Letter of Credit or this Agreement, or any amount paid or to be paid by the Bank as the issuer of the Letter of Credit (other than any tax measured by or based upon the overall net income of the Bank imposed by any jurisdiction having control over the Bank); (ii) impose, modify, require, make or deem applicable to the Bank any reserve requirement, capital requirement, special deposit requirement, insurance assessment or similar requirement against any assets held by, deposits with or for the account of, or loans, letters of credit or commitments by, an office of the Bank; (iii) change the basis of taxation of payments due the Bank under this Agreement or the Bonds (other than by a change in taxation of the overall net income of the Bank); (iv) cause or deem letters of credit to be assets held by the Bank and/or as deposits on its books; or (v) impose upon the Bank any other condition with respect to any amount paid or payable to or by the Bank or with respect to this Agreement or any of the other Account Party Agreements; and the result of any of the foregoing is to increase the cost to the Bank of making any payment or maintaining the Letter of Credit, or to reduce the amount of any payment (whether of principal, interest or otherwise) receivable by the Bank, or to reduce the rate of return on the capital of the Bank or to require the Bank to make any payment on or calculated by reference to the gross amount of any sum received by it, in each case by an amount which the Bank in its reasonable judgment deems material, then the Account Party shall pay to the Bank, from time to time as specified by the Bank, such an amount or amounts as will compensate the Bank for such additional cost, reduction or payment. The protection of this Section 2.4(b) shall be available to the Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition which has been imposed; provided, however, that if it shall be later determined by the Bank that any amount so paid by the Account Party pursuant to this Section 2.4(b) is in excess of the amount payable under the provisions hereof, the Bank shall refund such excess amount to the Account Party. The obligations of the Account Party under this Section shall survive the termination of this Agreement and the discharge of the other Obligations of the Account Party hereunder.