Common use of Refunds Clause in Contracts

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 8 contracts

Samples: Credit Reimbursement Agreement (Cheniere Energy Partners, L.P.), Reimbursement Agreement (Sabine Pass Liquefaction, LLC), Common Terms Agreement (Sabine Pass Liquefaction, LLC)

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Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower a Loan Party or with respect to which the Borrower Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to the Borrower an amount equal Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender or such Issuing Lender and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) that the BorrowerLoan Party, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the Borrower Loan Party, any of its Subsidiaries or any other Person.

Appears in 3 contracts

Samples: Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.)

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower a Loan Party or with respect to which the Borrower Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to the Borrower an amount equal Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender or such Issuing Lender and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) that the BorrowerLoan Party, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the Borrower Loan Party, any of its Subsidiaries or any other Person.

Appears in 3 contracts

Samples: Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, Creditor Party (including a transferee) determines in its sole and absolute discretion, discretion that it has received is entitled to claim a refund from a Governmental Authority in respect of any Covered Taxes as to which it has been indemnified by the Borrower or Other Taxes with respect to which any of the Borrower Borrowers or Guarantors has paid additional amounts pursuant to this Section 5.06Section, it shall pay will promptly notify the applicable Borrower or Guarantor of the availability of such refund claim and shall, within twenty (20) days after receipt of a written request by such Borrower or Guarantor, make a claim to the Borrower an amount equal to Governmental Authority for such refund, net of all out-of-pocket expenses refund at such Borrower’s or Guarantor’s expense. If any Creditor Party receives a refund (including Taxesa refund made pursuant to the preceding sentence) incurred by the Senior Facility Agent, Swing Line Lenderin respect of any Covered Taxes or Other Taxes with respect to which a Borrower or Guarantor has paid additional amounts pursuant to this Section, such Senior Issuing Bank Creditor Party shall within ten (10) Business Days from the date of the receipt pay over such refund (solely to the extent of such Borrower’s or such Senior LenderGuarantor’s payment, as the case may be, and without interest (other than plus a pro rata portion of any interest paid by the relevant Government Governmental Authority with respect to such refund)) to such Borrower or Guarantor, provided thatnet of all out of pocket expenses of such Creditor Party incurred in connection with obtaining such refund, (i) the Borrowerincluding reasonable attorneys fees; provided, however, that such Borrower or Guarantor, upon the request of the Senior Facility Agentsuch Creditor Party, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the such Borrower or Guarantor (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender applicable Creditor Party in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender Creditor Party is required to repay such refund to such Government Governmental Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender Creditor Party to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the Borrower a Borrower, a Guarantor or any other Person. Notwithstanding anything to the contrary, in no event will any Creditor Party be required to pay any amount under this Section the payment of which would place such Creditor Party in a less favorable net after-tax position than such Creditor Party would have been in if the additional amounts giving rise to such refund of any Covered Taxes or Other Taxes had never been paid.

Appears in 3 contracts

Samples: Revolving Credit and Term Loan Agreement (Centerline Holding Co), Revolving Credit and Term Loan Agreement (Centerline Holding Co), Revolving Credit and Term Loan Agreement (Centerline Holding Co)

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to such Loan Party (but only to the Borrower an amount equal extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) the Borrowerthat such Loan Party, upon the request of the Senior Facility Administrative Agent, Swing Line such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender in the event the Senior Facility Administrative Agent, the Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower a Loan Party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower any Loan Party or any other Person.

Appears in 2 contracts

Samples: Credit Agreement (Brunswick Corp), Credit Agreement (Brunswick Corp)

Refunds. If the Senior Commercial Banks Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Commercial Bank Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender in the event the Senior Commercial Banks Facility Agent, the Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(g), the payment of which would place such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender in a less favorable net after-Tax position than such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender 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 subsection shall not be construed to require the Senior Commercial Banks Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Commercial Bank Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 2 contracts

Samples: Credit Agreement (Cheniere Energy Partners, L.P.), Credit Agreement

Refunds. If the Senior Commercial Banks Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Commercial Bank Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Commercial Banks Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender in the event the Senior Commercial Banks Facility Agent, the Swing Line Lender, such Senior Issuing Bank Agent or such Senior Commercial Bank Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(h), the payment of which would place such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender in a less favorable net after-Tax position than such Senior Commercial Banks Facility Agent, Swing Line Lender, Senior Issuing Agent or Commercial Bank or Senior Lender 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 subsection shall not be construed to require the Senior Commercial Banks Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Commercial Bank Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Cheniere Energy Partners, L.P.)

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute reasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified by the any Borrower or with respect to which the any Borrower has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to such Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower an amount equal under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) the that such Borrower, upon the request of the Senior Facility Administrative Agent, Swing Line such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the such Borrower (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority, other than any such penalties, interest or other charges attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Lender, as applicable) to the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender in the event the Senior Facility Administrative Agent, the Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender is required by applicable laws or court order to repay such refund to such Government Governmental Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax tax returns (or any other information relating to its Taxes that taxes which it deems confidentialconfidential or proprietary) to the any Borrower or any other Person; provided that upon the request, and at the sole expense of, any Borrower, the Administrative Agent, such Lender or such Issuing Lender, as the case may be, shall reasonably afford such Borrower the opportunity to contest (at such Borrower’s expense), and reasonably cooperate with such Borrower in contesting, the repayment of such refund to such Governmental Authority.

Appears in 2 contracts

Samples: Credit Agreement (Cambrex Corp), Credit Agreement (Cambrex Corp)

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower any Loan Party or with respect to which the Borrower any Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to such Loan Party (but only to the Borrower an amount equal extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) the Borrowerthat such Loan Party, upon the request of the Senior Facility Administrative Agent, Swing Line such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower such Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender in the event the Senior Facility Administrative Agent, the Swing Line Lender, such Senior Issuing Bank Lender or such Senior Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower a Loan Party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility the Administrative Agent, Swing Line Lender, Senior such Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower any Loan Party or any other Person.

Appears in 2 contracts

Samples: Credit Agreement (Brunswick Corp), Credit Agreement (Brunswick Corp)

Refunds. If KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KSURE Covered Facility Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender in the event the Senior Facility AgentKSURE, the Swing Line Lender, such Senior Issuing Bank KSURE Covered Facility Agent or such Senior KSURE Covered Facility Lender is required to repay such refund to such Government Authority, and (ii) in no event will KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(h), the payment of which would place KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender in a less favorable net after-Tax position than KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender 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 subsection shall not be construed to require KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KSURE Covered Facility Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Ksure Covered Facility Agreement (Cheniere Energy Partners, L.P.)

Refunds. If Any refunds of Taxes (including any interest paid thereon) for Pre-Closing Tax Periods received by any of the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Acquired Entities or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or Seller with respect to which any of the Borrower has Acquired Entities or credited to any of the Acquired Entities (“Seller’s Refunds”), shall be for the benefit of Seller, and Buyer shall cause the Acquired Entities to pay over to Seller any Seller’s Refunds promptly upon receipt thereof, provided, however, a Seller’s Refund shall be for the benefit of Buyer rather than Seller and shall not be paid additional amounts pursuant to this Section 5.06Seller, it and if received by Seller or any of its Affiliates, shall pay be remitted to Buyer, to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, extent that Seller’s Refund (i) the Borrowerwas included as an asset in determining Net Working Capital, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) is attributable to the carry back of a loss or other Tax attribute from a Post-Closing Tax Period, provided that whenever possible, Buyer will elect not to carry back a loss or other Tax attribute to a Pre-Closing Tax Period, or (iii) arises from an adjustment that results in no event will an increase in Taxes, or a reduction of Tax benefits, in a Post-Closing Tax Period. In addition, subject to the limitations contained herein, if the aggregate payments of estimated Income Taxes made before the Closing Date for all Pre-Closing Tax Periods included in all Straddle Periods of all the Acquired Entities exceed the aggregate liability for Income Taxes for all Pre-Closing Tax Periods included in all Straddle Periods of all the Acquired Entities, Buyer shall pay, or cause to be paid, such Senior Facility Agentnet excess amount to Seller promptly upon receiving the benefit of such net excess amount through a reduction of any Tax payment required to be made by the Acquired Entities for Post-Closing Tax Periods. Seller shall have the right, Swing Line Lenderat its expense, Senior Issuing Bank to request that Buyer pursue any Seller’s Refund which Seller is entitled to retain hereunder (including filing amended returns and applying for competent authority or Senior Lender analogous relief), provided, however, Buyer shall not be required to pay any amount pursue Seller’s Refunds, and Seller shall not pursue, or permit to the Borrower pursuant to this Section 5.06(h)be pursued, Seller’s Refunds, if Buyer shall determine in its reasonable discretion that pursuing Seller’s Refunds will likely have an adverse effect on Buyer, the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank Acquired Entities or Senior Lender its other Affiliates in a less favorable net afterPost-Closing Tax position than Period. In the case of a Seller’s Refund that is a credit to any of the Acquired Entities and that Seller is entitled to retain hereunder, Buyer shall cause such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been Acquired Entity to pay such Seller’s Refund to Seller promptly upon receipt of the benefit of such credit through a reduction in if any Tax payment required to be made by any of the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and Acquired Entities after the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other PersonClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aleris International, Inc.)

Refunds. If KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KEXIM Covered Facility Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender in the event the Senior Facility AgentKEXIM, the Swing Line Lender, such Senior Issuing Bank KEXIM Facility Agent or such Senior KEXIM Covered Facility Lender is required to repay such refund to such Government Authority, and (ii) in no event will KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(h), the payment of which would place KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender in a less favorable net after-Tax position than KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender 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 subsection shall not be construed to require KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KEXIM Covered Facility Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Kexim Covered Facility Agreement (Cheniere Energy Partners, L.P.)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank such Tax Indemnitee Participant receives a repayment or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of all or any Taxes as to which it has been indemnified by the Borrower or part of any amount paid with respect to which the Borrower a Tax Indemnifying Participant has paid additional amounts indemnified such Tax Indemnitee Participant pursuant to this Section 5.06Schedule 8.4(b) (or if an amount which otherwise would have been a refund was used to offset another liability of such Tax Indemnitee Participant (an "Applied Amount")), it then such Tax Indemnitee Participant shall pay to the Borrower Tax Indemnifying Participant an amount equal to the sum of the amount of such refundrepayment or refund (or Applied Amount), plus any interest received on such repayment or refund (or that would have been received if such Applied Amount had been refunded to such Tax Indemnitee) attributable to any taxes paid by Tax Indemnifying Participant to or for such Tax Indemnitee Participant net of all out-of-pocket expenses any taxes incurred on such refund or Applied Amount (including Taxesplus any tax benefit received or that would have been received by such Tax Indemnitee Participant on account of such payment, as determined under Section 4.2(c) hereof). If such Tax Indemnitee Participant receives an award of attorneys' fees in a contest for which Tax Indemnifying Participant has paid an allocable portion of the contest expenses, such Tax Indemnitee Participant shall pay to Tax Indemnifying Participant the same proportion of the amount of such award as the amount of such Tax Indemnitee's attorneys' fees paid or reimbursed by such Tax Indemnifying Participant bears to the total amount of attorneys' fees actually incurred by such Tax Indemnitee Participant in conducting such contest, up to the Senior Facility Agent, Swing Line Lender, amount of attorneys' fees paid or borne by such Senior Issuing Bank Tax Indemnifying Participant in connection with such contest. Any subsequent disallowance or loss of such Senior Lender, refund (as a result of a redetermination of the case may be, and without interest (other than interest paid claim giving rise to such payment by the relevant Government Authority such Tax Indemnitee Participant to a Tax Indemnifying Participant by any taxing authority or as a result of a judicial proceeding with respect to such refund), provided that, (iclaim) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (shall be treated as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been in if the Tax loss subject to indemnification and giving rise under this Schedule 8.4(b) without regard 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other PersonSection 3.3 hereof.

Appears in 1 contract

Samples: Construction Access Agreement

Refunds. If Any Tax refund or overpayment that is applied as a credit (including any interest with respect thereto) relating to any Acquired Company or Subsidiary for any Pre-Closing Period or the Senior Facility Agentpre-Closing portion of a Straddle Period shall be the property of the Sellers, Swing Line Lenderand if received by, or credited to, the Purchaser, an Affiliate of the Purchaser, any Senior Issuing Bank Acquired Company or Subsidiary shall be paid over promptly to the Sellers. Notwithstanding the foregoing, (a) any Senior Lender determinesTax refund (or equivalent benefit to the Sellers through a reduction in Tax liability) for any Pre-Closing Period arising out of the carryback of a loss or credit incurred by any Acquired Company or Subsidiary in any Post-Closing Period, in its sole and absolute discretionwhich under applicable Law is required to be carried back to a Pre-Closing Period, that it has shall be the property of the Purchaser and, if received a refund of any Taxes as to which it has been indemnified by the Borrower Sellers or an Affiliate of the Sellers, shall be paid over promptly to the Purchaser; (b) if a Governmental Authority subsequently disallows any refund with respect to which the Borrower Sellers has paid additional amounts received a payment pursuant to this Section 5.067.03, it the Sellers shall promptly pay (or cause to be paid) to the Borrower an Purchaser the amount equal of such refund to such refund, net of all out-of-pocket expenses the extent disallowed (including Taxesany interest with respect thereto) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government c) if a Governmental Authority subsequently disallows any refund with respect to such refund), provided that, (i) which the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower Purchaser has received a payment pursuant to this Section 5.06(h)7.03(a) by reason of an adjustment to the carryback loss or credit, the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection then Purchaser shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns promptly pay (or any other information relating cause to its Taxes that it deems confidentialbe paid) to the Borrower Sellers the amount of such refund to the extent such Governmental Authority requires the Sellers to pay the amount disallowed (including any interest with respect thereto). Unless otherwise required under applicable Law, Purchaser shall, and shall cause the Acquired Companies and Subsidiaries, not to carry back any loss or credit incurred by any other PersonAcquired Company or Subsidiary in any Post-Closing Period to a Pre-Closing Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quanta Services Inc)

Refunds. If Any Tax refunds, overpayments of Tax or other similar amounts that relate to Pre-Closing Tax Periods or the Senior Facility Agentpre-Closing portion of any Straddle Period shall be for the account of Seller, Swing Line Lenderand Buyer shall cause the Company to pay over to Seller any such refund within 10 days after the receipt or application of such refund; provided, however, that, notwithstanding anything to the contrary in the Agreement, if, at the time any Senior Issuing Bank such refund is received or applied, the balance of the Indemnity Escrow Fund has been exhausted or released to Seller pursuant to Section 8.9(c) then Buyer shall be entitled to retain such refunds. Buyer shall use commercially reasonable efforts to cooperate with Seller at Seller’s expense in obtaining such refunds, including through the filing of amended Tax Returns or refund claims, it being understood that (i) Buyer shall not, and shall cause the Company and each of its Subsidiaries to not, waive any carryback of net operating loss or other Tax attribute of the Company or any Senior Lender determines, in of its sole and absolute discretion, that it has received Subsidiaries generated or otherwise attributable to a refund of any Taxes as taxable period ending on or before or including the Closing Date if such waiver would reduce the amount due to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts Seller pursuant to this Section 5.066.4(i), it (ii) Buyer, the Company and its Subsidiaries will carryback any net operating losses for taxable periods ending on or before or including the Closing Date to prior taxable periods as allowable by applicable Tax Law and shall pay claim Tax refunds as a result of such carryback (including through the filing of amended Tax Returns), (iii) any such Tax refunds will be claimed in cash rather than as a credit against future Tax liabilities to the Borrower an amount equal to such refundextent allowed under applicable Tax Laws, net of all out-of-pocket expenses (iv) Buyer, the Company and its Subsidiaries shall cooperate with Seller in preparing and filing Tax Returns (including Taxesamendments of prior Tax Returns and claims for refunds, including claims for refunds on IRS Forms 1139 and/or 4466) incurred by for any taxable period ending on or prior to the Senior Facility AgentClosing Date, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority v) a Tax refund with respect to such refund), provided that, the portion of a Straddle Period ending on and including the Closing Date shall be determined in accordance with this Section 6.4(i) and (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authorityvi) to the Senior Facility Agentextent such Tax refunds are reduced because of the inability to close the tax year of the Company or any of its Subsidiaries on the Closing Date, Swing Line Lender, then Buyer shall pay over to Seller the amount of such Senior Issuing Bank or reduction within ten days of the application of such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount reduction to the Borrower pursuant to this Section 5.06(h), amount of Taxes paid for the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Personapplicable Straddle Period.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Bank Jos a Clothiers Inc /De/)

Refunds. If Buyer shall pay over to the Senior Facility AgentStockholders’ Representative (on behalf of the Equity Holders), Swing Line Lenderexcept to the extent reflected in Final Closing Net Working Capital or Final Closing Indebtedness, any Senior Issuing Bank Tax refunds, including any interest thereon, (or credits in lieu of Tax refunds) that are received by Buyer, the Company or any Senior Lender determines, in its sole of their respective Subsidiaries on or before the date that is fifteen (15) months after the Closing Date and absolute discretion, that it has received a refund of are attributable to Taxes paid on or before the Closing Date by any Taxes as to which it has been indemnified by the Borrower or Group Company with respect to which any Pre-Closing Tax Period; provided, that if prior to the Borrower has close of business on the last day of such fifteen (15) month period after the Closing Date, an Indemnifying Party shall have been properly notified of a claim for indemnity under Section 5.4(a) and such claim shall not have been finally resolved or disposed of at such date, such fifteen (15) month period shall continue, but only with respect to an amount not in excess of the amount actually paid additional amounts out of the Indemnity Escrow Fund with respect to such claim, until such claim is finally resolved or disposed of in accordance with the terms of this Agreement, provided, further, that notwithstanding the foregoing, Buyer shall not be required to pay over any Tax refunds (or credits in lieu of Tax refunds) that are received by (or reflected as a credit on a Tax Return filed by) Buyer, the Company or any of their respective Subsidiaries that are attributable to any carryback of any Tax item (including a net operating loss or credit carryback) from any Post-Closing Tax Period to any Pre-Closing Tax Period. Such payment shall be made within fifteen (15) calendar days after receipt of such refund (or filing of any Tax Return showing a credit in lieu of such refund). For the avoidance of doubt, but subject to the second proviso in the first sentence of Section 5.4(a), in no event shall Buyer be required to make any payment under this Section 5.4(f) in respect of the carryforward of any Tax asset from any Pre-Closing Tax Period to any Post-Closing Tax Period. Upon a request from the Stockholders’ Representative, the Buyer shall, as soon as is reasonably practicable, cause the Group Companies to file any amended Tax Return or application for Tax refund in order to obtain a Tax refund (or credit) that the Equity Holders are entitled to pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be5.4(f), and without interest the Buyer and Group Companies shall execute all other documents, take reasonable additional actions and otherwise reasonably cooperate as may be necessary for the Buyer and the Group Companies to perfect their rights in and obtain the Tax refunds (other than interest paid or credits) contemplated by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h5.4(f), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Charles River Laboratories International Inc)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior Lender determines, in its sole and absolute discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.065.09, it shall pay over such refund (or the amount of any credit in lieu of refund) to the Borrower an amount equal (but only to such refundthe extent of indemnity payments made, or additional amounts paid, by the Borrower under Section 5.09, net of all out-of-of- pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior the relevant Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Authority Official Body with respect to such refund or credit in lieu of refund)), provided that, (i) that the Borrower, upon the request of the Senior Facility Agent, Swing Line Agent or the relevant Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower (plus any penaltiesinterest, interest penalties or other charges imposed by the relevant Government AuthorityOfficial Body) to if the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior relevant Lender is required to repay such refund or credit in lieu of refund to such Government AuthorityOfficial Body. Notwithstanding anything to the contrary in this paragraph 5.09(f), and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender the indemnified party be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h), paragraph 5.09(f) the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender the indemnified party in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 had never been paid. This subsection Neither the Agent nor any Lender shall be obliged to disclose information regarding its tax affairs or computations to Borrower in connection with this Section 5.09(f) or any other provision of Section 5.09. Upon the Borrower’s reasonable written request, each Lender shall reasonably cooperate with the Borrower in contesting or seeking a refund of Indemnified Taxes or Other Taxes; provided that such cooperation shall not be construed to require the Senior Facility Agentrequired if, Swing Line in such Lender’s reasonable discretion, any Senior Issuing Bank or any Senior it would subject such Lender to make available its Tax returns (any material unreimbursed out-of-pocket cost or any other information relating to its Taxes that it deems confidential) expense or otherwise be materially disadvantageous to the Borrower or any other PersonLender.

Appears in 1 contract

Samples: Credit Agreement (Arch Coal Inc)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior Lender determines, in its sole and absolute discretion, becomes aware that it has received is entitled to claim a refund from a Government Authority or other taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06subsection 2.7B it shall promptly notify the Borrower of the availability of such refund claim and shall, within 30 days after receipt of a request by the Borrower, make a claim to such Government Authority or taxation authority for such refund at the Borrower’s expense. If the Administrative Agent or any Lender receives a refund (including pursuant to a claim made pursuant to the preceding sentence) in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this subsection 2.7B, it shall pay over such refund to the Borrower an amount equal (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender and without interest (other than any interest paid by the relevant Government Authority or taxation authority with respect to such refund); provided, provided that, (i) that the Borrower, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government AuthorityAuthority or taxation authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection paragraph shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior Lender to make available its Tax tax returns (or any other information relating to its Taxes that taxes which it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Credit Agreement (Jones Financial Companies LLLP)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior Lender determines, in its sole and absolute discretion, becomes aware that it has received is entitled to claim a refund from a Government Authority or other taxation authority in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06Subsection 2.7B it shall promptly notify the Borrower of the availability of such refund claim and shall, within 30 days after receipt of a request by the Borrower, make a claim to such Government Authority or taxation authority for such refund at the Borrower’s expense. If the Administrative Agent or any Lender receives a refund (including pursuant to a claim made pursuant to the preceding sentence) in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Subsection 2.7B, it shall pay over such refund to the Borrower an amount equal (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Subsection 2.7B with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender and without interest (other than any interest paid by the relevant Government Authority or taxation authority with respect to such refund); provided, provided that, (i) that the Borrower, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government AuthorityAuthority or taxation authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection paragraph shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior Lender to make available its Tax tax returns (or any other information relating to its Taxes that taxes which it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Credit Agreement (Jones Financial Companies LLLP)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Claim approval and/or payments made by PUGET SOUND HEALTH PARTNERS are contingent upon receipt of complete and accurate information from Contractor and Participant. Contractor or any Senior Lender determines, in its sole and absolute discretion, that it has received a Participant will promptly refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect PUGET SOUND HEALTH PARTNERS if it is determined that PUGET SOUND HEALTH PARTNERS has accepted responsibility for payment based upon erroneous or incomplete information, if benefits are misapplied by PUGET SOUND HEALTH PARTNERS, or an Enrollee is not entitled to such refund)those benefits, provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating reason for an erroneous payment. In the event prompt refund is not made by Contractor or Participant, at PUGET SOUND HEALTH PARTNERS discretion, the amount to its Taxes be refunded may instead be offset against any future amounts due Contractor or Participant and will be clearly indicated and summarized in payment report issued with payment. Neither PUGET SOUND HEALTH PARTNERS nor Contractor nor Participant shall seek a refund or payment related to any overpayment, underpayment, nonpayment or denial of a claim more than twenty four (24) months after final adjudication of the claim, except in the case of concealment, fraud or misrepresentation. Where such a refund is requested in writing by PUGET SOUND HEALTH PARTNERS, such a request will specify why Contractor or Participant owes the refund and include supporting documentation, when applicable. Contractor or Participant may contest the request in writing to PUGET SOUND HEALTH PARTNERS within thirty (30) days of receipt in accordance with Section 7.02 Participant Dispute Resolution, of this Agreement. Failure by Contractor or Participant to contest a request within this thirty (30) day period shall result in the request being deemed to have been accepted by Contractor or Participant as due and owing. Where a request for refund is contested by Contractor or Participant, PUGET SOUND HEALTH PARTNERS may not request that it deems confidentialthe refund be paid any sooner than six (6) to months from the Borrower date of Contractor or Participant’s receipt of the request. Where such a refund is requested by Contractor or Participant, such a request must be in writing, specify why Contractor or Participant believes PUGET SOUND HEALTH PARTNERS owes the additional payment, include supporting documentation when applicable and require that the additional payment not be made any other Personsooner than six (6) months following receipt of the request. Any dispute arising out of such a request shall be handled in accordance with Section 7.02 Participant Dispute Resolution, of this Agreement.

Appears in 1 contract

Samples: Puget Sound Health

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower (other than Excluded Taxes) are imposed on or with respect to any payment on or under this Agreement, in consequence of which the Borrower has paid is required to make any additional amounts pursuant payment to this the Agent or any Lender under Section 5.066.3(a)(i), and if the Agent or such Lender is entitled to a cash refund or to a credit which is applied against Taxes otherwise payable in the applicable taxation year of the Agent or such Lender and in either case which is both identifiable and quantifiable by the Agent or such Lender as being attributable to the imposition of such Taxes (a "Tax Refund"), and such Tax Refund may be obtained without increased liability to the Agent or such Lender by filing one or more forms, certificates, documents, applications or returns (collectively, the "Forms"), then the Agent or such Lender shall within a reasonable time after receiving a written request from the Borrower (which request shall specify in reasonable detail the Forms to be filed and explain the actions necessary to obtain such Tax Refund), file such Forms. If the Agent or such Lender subsequently receives a Tax Refund, and the Agent or such Lender is able to identify the Tax Refund as being attributable, in whole or in part, to the Tax with respect to which such additional payment was made, then the Agent or such Lender shall reimburse the Borrower such amount as the Agent or such Lender shall determine acting in good faith to be the proportion of the Tax Refund, together with any interest received thereon, attributable to such additional payment as will leave the Agent or such Lender after the reimbursement in the same position as it shall pay would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by the Agent or a Lender to the Borrower an is subsequently disallowed, the Borrower shall repay the Agent or such Lender such amount equal (together with interest and any applicable penalty payable by the Agent or such Lender to the relevant taxing authority) promptly after receipt of notice by the Agent or such refund, net Lender of all such disallowance. The Borrower agrees to reimburse the Agent or such Lender for the reasonable out-of-pocket expenses (including Taxes) of the Agent or such Lender, if any, incurred in complying with any request hereunder and agrees that all costs incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender, as the case Lender in respect of this Section 6.3(c) may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay be deducted from the amount paid over of any reimbursement to the Borrower (plus in respect of any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower Tax Refund pursuant to this Section 5.06(h6.3(c), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.; and

Appears in 1 contract

Samples: Credit Agreement (PENGROWTH ENERGY Corp)

Refunds. If Any refunds of Taxes (together with any interest with respect thereto) paid to or in respect of the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Company or any Senior Lender determinesSubsidiary and that (i) relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Seller, other than any refunds or credits reflected as an asset in its sole the determination of Net Working Capital and absolute discretion, that it has received a refund of taken into account in computing any Taxes as adjustment to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts Purchase Price pursuant to this Section 5.06, it 1.2 and (ii) relate to Tax periods or portions thereof beginning on the day after the Closing Date shall pay to be for the Borrower an amount equal to such refund, net account of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Buyer. Buyer or such Senior LenderSeller, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect shall pay over to such refund)Seller or Buyer, provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay any such refund or the amount paid over to the Borrower of any such credit (plus in each case, together with any penaltiesinterest with respect thereto) within fifteen (15) days after receipt thereof; provided, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agenthowever, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, that Buyer and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender Seller shall not be required to pay any amount to the Borrower other party to the extent of any amounts for which Buyer or Seller has claimed indemnification pursuant to Section 4.2 hereof and for which the other party has not yet indemnified the party making such indemnification claim; further provided, however, that any amounts in excess of such unpaid but claimed indemnification amount shall be due and payable. Any refunds or credits of Taxes (together with any interest with respect thereto) of the Company or any Subsidiary for any period beginning before but ending after the Closing Date shall be equitably apportioned between Seller and Buyer. Buyer shall, if Seller so requests and at Seller’s expense, prepare, execute and file any claims for refunds or credits, or cause the Company or any Subsidiary to prepare, execute and file any claims for refunds or credits, to which Seller is entitled under this Section 5.06(h)4.3 so long as such actions do not have an adverse effect on Buyer, the payment Company or any Subsidiary. Seller shall reimburse, indemnify and hold harmless each of which would place such Senior Facility Agentthe Buyer, Swing Line Lenderthe Company and each Subsidiary for, Senior Issuing Bank from and against any and all liabilities for or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 paidTaxes arising with respect to any refunds or credits. This subsection Buyer shall not be construed to require prepare, execute and file any claims for refunds or credits, or cause the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Company or any Senior Lender Subsidiary to make available its Tax returns (prepare, execute and file any claims for refunds or credits, to which Buyer is entitled under this Section 4.3 so long as such actions would have an adverse effect on Seller. Buyer shall reimburse, indemnify and hold harmless Seller for, from and against any other information relating and all liabilities for or with respect to its Taxes that it deems confidential) arising with respect to the Borrower any refunds or any other Personcredits.

Appears in 1 contract

Samples: Stock Purchase Agreement (Johnson Controls Inc)

Refunds. If The amount of any refund of Taxes, including any interest received from a Tax Authority thereon, for a Pre-Closing Tax Period received within five (5) years following the Senior Facility AgentClosing Date, Swing Line Lenderother than any refunds that are (a) attributable to a loss, credit or other Tax attribute arising in periods beginning after the Closing Date, (b) included on the Final Closing Statement, or (c) refunds of Taxes paid by Parent or its Affiliates (including the 65 Company and its Subsidiaries) post-Closing that are not indemnified under this Article VI or Article VIII shall be for the account of the Holders; provided that (i) prior to the termination of the escrow pursuant to the Escrow Agreement, any Senior Issuing Bank such refund shall be paid to the Escrow Agent to be held as part of the escrow and available to satisfy any indemnity obligations under this Article VI or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund Article VIII to the extent of any Tax-related Losses that have been paid out of the Indemnity Escrow Fund as of the date such refund is received, and (ii) the amount of such refund that is for the benefit of the Holders shall be reduced by any costs incurred in connection with the refund (including professional fees and any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay relating to the Borrower an amount equal receipt or right to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to receive such refund), provided that, such costs were not incurred by Buyer or the relevant Acquired Company as part of the preparation and filing of Tax Returns (iother than the claim for such refund) in the Borrower, ordinary course. Promptly upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns Surviving Corporation’s (or any other information relating of its Affiliates’) receipt of any such refund, Parent shall pay over, by wire transfer of immediately available funds, any such refund, including any interest thereon provided by the applicable Tax Authority, to its Taxes that it deems confidential) Exchange Agent for distribution to the Borrower Holders; provided that Parent may retain any amounts it is otherwise then due from the Holders under Article VIII. If, subsequent to a Tax Authority’s allowance of a refund, such Tax Authority reduces or eliminates such refund, such refund (or the relevant portion thereof), plus any other Personinterest received thereon, previously paid to the Holders shall be returned to Parent within ten (10) Business Days of the date on which Parent is informed of such reduction or elimination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rubicon Project, Inc.)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Administrative Agent or any Senior a Lender determines, in its sole and absolute discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has Credit Parties have paid additional amounts pursuant to this Section 5.065.04, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Borrower an amount equal Company on behalf of the Credit Parties (but only to the extent of payments made, or additional amounts paid, by the Credit Parties under this Section 5.04 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender and without interest (other than any interest paid by the relevant Government applicable Governmental Authority with respect to such a refund); provided, provided that, (i) that the BorrowerCredit Parties, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Credit Parties (plus any penalties, interest or other charges charges, imposed by the relevant Government applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of the Administrative Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything in this Agreement to the contrary, and this Section 5.04 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (iior any other information which it deems confidential) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank to Credit Parties or Senior any other Person or require the Administrative Agent or any Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h5.04(d), the payment of which would place the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank Lender (or Senior Lender their Affiliates) in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender Person 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 subsection shall not be construed to require (e) For purposes of this Section, the Senior Facility Agent, Swing Line term “Lender, ” includes any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to and the Borrower or any other Personterm “applicable law” includes FATCA. SECTION 6.

Appears in 1 contract

Samples: Credit Agreement (CVR Energy Inc)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Non-Excluded Taxes as to which it has been indemnified by the Borrower are imposed on or with respect to any payment on or under this Agreement, in consequence of which the Borrower has paid is required to make any additional amounts pursuant payment to this any Lender under Section 5.066.3(a), and if such Lender is entitled to a cash refund or to a credit which is applied against Non-Excluded Taxes otherwise payable in a taxation year of a Lender and in either case which is both identifiable and quantifiable by such Lender as being attributable to the imposition of such Non-Excluded Taxes (a "Tax Refund"), and such Tax Refund may be obtained without increased liability to such Lender by filing one or more forms, certificates, documents, applications or returns (collectively, the "Forms"), then such Lender shall notify the Borrower and shall, if requested by the Borrower, file such Forms in a timely fashion. If such Lender subsequently receives a Tax Refund, and such Lender is able to identify the Tax Refund as being attributable, in whole or in part, to the Non-Excluded Tax with respect to which such additional payment was made, then such Lender shall promptly reimburse the Borrower such amount as such Lender shall determine acting reasonably and in good faith to be the proportion of the Tax Refund, together with any interest received thereon, attributable to such additional payment as will leave such Lender after the reimbursement in the same position as it shall pay would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by a Lender to the Borrower an is subsequently disallowed, the Borrower shall repay such Lender such amount equal (together with interest and, if such refund resulted from a request by the Borrower, any applicable penalty payable by such Lender to the relevant taxing authority) promptly after receipt of notice by such refund, net Lender of all such disallowance. The Borrower agrees to reimburse each such Lender for such Lender's reasonable out-of-pocket expenses (including Taxes) expenses, if any, incurred in complying with any request hereunder and agrees that all costs incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case Lender in respect of this Section 6.3(g) may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay be deducted from the amount paid over of any reimbursement to the Borrower (plus in respect of any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower Tax Refund pursuant to this Section 5.06(h6.3(g), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Credit Agreement (Prima Energy Corp)

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Refunds. If the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank KEXIM or any Senior a New Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank KEXIM or such Senior New Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank KEXIM or such Senior a New Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior KEXIM Facility Agent, Swing Line KEXIM or such New Lender, such Senior Issuing Bank or such Senior Lender as applicable, in the event the Senior KEXIM Facility Agent, the Swing Line KEXIM or such New Lender, such Senior Issuing Bank or such Senior Lender as applicable, is required to repay such refund to such Government Authority, and (ii) in no event will such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(g), the payment of which would place such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender in a less favorable net after-Tax position than such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender 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 subsection shall not be construed to require the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank KEXIM or any Senior a New Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Kexim Direct Facility Agreement (Cheniere Energy Partners, L.P.)

Refunds. If KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KSURE Covered Facility Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KSURE Covered Facility Lender in the event the Senior Facility AgentKSURE, the Swing Line Lender, such Senior Issuing Bank KSURE Covered Facility Agent or such Senior KSURE Covered Facility Lender is required to repay such refund to such Government Authority, and (ii) in no event will KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(g), the payment of which would place KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender in a less favorable net after-Tax position than KSURE, such Senior KSURE Covered Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KSURE Covered Facility Lender 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 subsection shall not be construed to require KSURE, the Senior KSURE Covered Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KSURE Covered Facility Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Ksure Covered Facility Agreement (Cheniere Energy Partners, L.P.)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, Creditor Party (including a transferee) determines in its sole and absolute discretion, discretion that it has received is entitled to claim a refund from a Governmental Authority in respect of any Covered Taxes as to which it has been indemnified by the Borrower or Other Taxes with respect to which any of the Borrower Borrowers or Guarantors has paid additional amounts pursuant to this Section 5.06Section, it shall pay will promptly notify the applicable Borrower or Guarantor of the availability of such refund claim and shall, within twenty (20) days after receipt of a written request by such Borrower or Guarantor, make a claim to the Borrower an amount equal to Governmental Authority for such refund, net of all out-of-pocket expenses refund at such Borrower's or Guarantor's expense. If any Creditor Party receives a refund (including Taxesa refund made pursuant to the preceding sentence) incurred by the Senior Facility Agent, Swing Line Lenderin respect of any Covered Taxes or Other Taxes with respect to which a Borrower or Guarantor has paid additional amounts pursuant to this Section, such Senior Issuing Bank Creditor Party shall within ten (10) Business Days from the date of the receipt pay over such refund (solely to the extent of such Borrower's or such Senior LenderGuarantor's payment, as the case may be, and without interest (other than plus a pro rata portion of any interest paid by the relevant Government Governmental Authority with respect to such refund)) to such Borrower or Guarantor, provided thatnet of all out of pocket expenses of such Creditor Party incurred in connection with obtaining such refund, (i) the Borrowerincluding reasonable attorneys fees; provided, however, that such Borrower or Guarantor, upon the request of the Senior Facility Agentsuch Creditor Party, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the such Borrower or Guarantor (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender applicable Creditor Party in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender Creditor Party is required to repay such refund to such Government Governmental Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender Creditor Party to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to the Borrower a Borrower, a Guarantor or any other Person. Notwithstanding anything to the contrary, in no event will any Creditor Party be required to pay any amount under this Section the payment of which would place such Creditor Party in a less favorable net after-tax position than such Creditor Party would have been in if the additional amounts giving rise to such refund of any Covered Taxes or Other Taxes had never been paid.

Appears in 1 contract

Samples: Credit and Term Loan Agreement (Chartermac)

Refunds. If the Senior LC Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank or any Senior LC Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.065.03, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior LC Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank or such Senior LC Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior LC Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank or such Senior LC Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior LC Facility Administrative Agent, Swing Line Lender, such Senior Issuing Bank or such Senior LC Lender in the event the Senior LC Facility Administrative Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior LC Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior LC Facility Administrative Agent, Swing Line Lender, the Senior Issuing Bank or Senior LC Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h5.03(g), the payment of which would place such Senior LC Facility Administrative Agent, Swing Line Lender, the Senior Issuing Bank or Senior LC Lender in a less favorable net after-Tax position than such Senior LC Facility Administrative Agent, Swing Line Lender, Senior Issuing Bank or Senior LC Lender 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 subsection shall not be construed to require the Senior LC Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank or any Senior LC Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Common Terms Agreement (Sabine Pass Liquefaction, LLC)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank such Tax Indemnitee receives a repayment or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of all or any Taxes as to which it has been indemnified by the Borrower or part of any amount paid with respect to which the Borrower a Tax Indemnifying Party has paid additional amounts indemnified such Tax Indemnitee pursuant to this Section 5.06Schedule 7.4B (or if an amount which otherwise would have been a refund was used to offset another liability of such Tax Indemnitee (an “Applied Amount”)), it then such Tax Indemnitee shall pay to the Borrower Tax Indemnifying Party an amount equal to the sum of the amount of such refundrepayment or refund (or Amount), plus any interest received on such repayment or refund (or that would have been received if such Applied Amount had been refunded to such Tax Indemnitee) attributable to any taxes paid by Tax Indemnifying Party to or for such Tax Indemnitee net of all out-of-pocket expenses any taxes incurred on such refund or Applied Amount (including Taxesplus any tax benefit received or that would have been received by such Tax Indemnitee on account of such payment, as determined under Section 4.2(c) hereof). If such Tax Indemnitee receives an award of attorneys’ fees in a contest for which Tax Indemnifying Party has paid an allocable portion of the contest expenses, such Tax Indemnitee shall pay to Tax Indemnifying Party the same proportion of the amount of such award as the amount of such Tax Indemnitee’s attorneys’ fees paid or reimbursed by such Tax Indemnifying Party bears to the total amount of attorneys’ fees actually incurred by such Tax Indemnitee in conducting such contest, up to the Senior Facility Agent, Swing Line Lender, amount of attorneys’ fees paid or borne by such Senior Issuing Bank Tax Indemnifying Party in connection with such contest. Any subsequent disallowance or loss of such Senior Lender, refund (as a result of a redetermination of the case may be, and without interest (other than interest paid claim giving rise to such payment by the relevant Government Authority such Tax Indemnitee to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such refund), provided that, (iclaim) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (shall be treated as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been in if the Tax loss subject to indemnification and giving rise under this Schedule 7.4B without regard 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other PersonSection 3.3 hereof.

Appears in 1 contract

Samples: New Common Facilities Ownership Agreement (Mge Energy Inc)

Refunds. If Pfizer shall be entitled to retain, or receive immediate payment from Purchaser or any of its Subsidiaries or Affiliates (including the Senior Facility Agent, Swing Line LenderConveyed Subsidiaries and their Subsidiaries) of, any Senior Issuing Bank refund or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or credit with respect to which Taxes (including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including TaxesClosing Date or otherwise) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund)any Tax period ending on or before the Closing Date relating to the Conveyed Subsidiaries, provided thatany of their Subsidiaries or any Asset Selling Corporation, provided, however, that (i) Purchaser, the BorrowerConveyed Subsidiaries and their Subsidiaries shall be entitled to retain, upon or receive immediate payment from Pfizer of, any such refund or credit to the request extent that such refund or credit arises as a result of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank use or such Senior Lender application (as provided in Section 5.4(d)) of any net capital loss, foreign tax credit or research and development credit of the case may be), shall repay Conveyed Subsidiaries or any of their Subsidiaries for any tax year on any date following the amount paid over Closing Date to any period of the Borrower (plus Conveyed Subsidiaries or any penalties, interest of their Subsidiaries ending on or other charges imposed by before the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, Closing Date and (ii) to the extent that Pfizer or any of its Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), would, but for the carryback by the Conveyed Subsidiaries or any of their Subsidiaries of any such net capital loss, foreign tax credit or research and development credit, be entitled to a refund or credit in no event will respect of any net capital loss, foreign tax credit or research and development credit of Pfizer or any of Pfizer's Affiliates (other than the Conveyed Subsidiaries or any of their Subsidiaries), Pfizer shall be entitled to receive immediate payment from Purchaser of any such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant extent Purchaser has previously received a refund or credit from a carryback to this Section 5.06(h)Pfizer's return. Purchaser, the Conveyed Subsidiaries and their Subsidiaries shall be entitled to retain, or receive immediate payment of which would place such Senior Facility Agentfrom Pfizer of, Swing Line Lender, Senior Issuing Bank any refund or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 credit with respect to such Tax had never been paid. This subsection shall not be construed Taxes with respect to require any taxable period beginning after the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information Closing Date relating to its any of the Conveyed Subsidiaries and their Subsidiaries. Purchaser and Pfizer shall equitably apportion any refund or credit with respect to Taxes that it deems confidential) with respect to the Borrower or any other Persona Straddle Period.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (United States Surgical Corp)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower are imposed on or with respect to any payment on or under this Agreement, in consequence of which the Borrower has paid a Loan Party is required to make any additional amounts pursuant payment to any Lender under this Section 5.066.3, it shall pay and if such Lender is entitled to a refund (or a credit in lieu of a refund) which is both identifiable and quantifiable by such Lender as being attributable to the Borrower an amount equal imposition of such Taxes (a “Tax Refund”), and such Tax Refund may be obtained without increased liability to such refundLender by filing one or more forms, net certificates, documents, applications or returns (collectively, the “Forms”), then such Lender shall within a reasonable time after receiving a written request from such Loan Party (which request shall specify in reasonable detail the Forms to be filed and explain the actions necessary to obtain such Tax Refund), file such Forms. If such Lender subsequently receives a Tax Refund, and such Lender is able to identify the Tax Refund as being attributable, in whole or in part, to the tax with respect to which such additional payment was made, then such Lender shall reimburse the applicable Loan Party such amount as such Lender shall determine acting in good faith to be the proportion of all the Tax Refund, together with any interest received thereon, attributable to such additional payment as will leave such Lender after the reimbursement in the same position as it would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by a Lender to a Loan Party is subsequently disallowed, such Loan Party shall repay such Lender such amount (together with interest and any applicable penalty payable by such Lender to the relevant taxing authority) promptly after receipt of notice by such Lender of such disallowance. Each Loan Party agrees to reimburse each such Lender for such Lender’s reasonable out-of-pocket expenses (including Taxes) expenses, if any, incurred in complying with any request hereunder and agrees that all costs incurred by such Lender in respect of this Section 6.3 may be deducted from the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect amount of any reimbursement to such refund), provided that, (i) the Borrower, upon the request Loan Party in respect of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower Tax Refund pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person6.3.

Appears in 1 contract

Samples: Credit Agreement (Columbia Pipeline Group, Inc.)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower (other than Excluded Taxes) are imposed on or with respect to any payment on or under this Agreement, in consequence of which the Borrower has paid is required to make any additional amounts pursuant payment to this the Agent or any Lender under Section 5.066.3(a)(i), and if the Agent or such Lender is entitled to a cash refund or to a credit which is applied against Taxes otherwise payable in the applicable taxation year of the Agent or such Lender and in either case which is both identifiable and quantifiable by the Agent or such Lender as being attributable to the imposition of such Taxes (a "Tax Refund"), and such Tax Refund may be obtained without increased liability to the Agent or such Lender by filing one or more forms, certificates, documents, applications or returns (collectively, the "Forms"), then the Agent or such Lender shall within a reasonable time after receiving a written request from the Borrower (which request shall specify in reasonable detail the Forms to be filed and explain the actions necessary to obtain such Tax Refund), file such Forms. If the Agent or such Lender subsequently receives a Tax Refund, and the Agent or such Lender is able to identify the Tax Refund as being attributable, in whole or in part, to the Tax with respect to which such additional payment was made, then the Agent or such Lender shall reimburse the Borrower such amount as the Agent or such Lender shall determine acting in good faith to be the proportion of the Tax Refund, together with any interest received thereon, attributable to such additional payment as will leave the Agent or such Lender after the reimbursement in the same position as it shall pay would have been if the additional payment had not been required; provided that, if any Tax Refund reimbursed by the Agent or a Lender to the Borrower an is subsequently disallowed, the Borrower shall repay the Agent or such Lender such amount equal (together with interest and any applicable penalty payable by the Agent or such Lender to the relevant taxing authority) promptly after receipt of notice by the Agent or such refund, net Lender of all such disallowance. The Borrower agrees to reimburse the Agent or such Lender for the reasonable out-of-pocket expenses (including Taxes) of the Agent or such Lender, if any, incurred in complying with any request hereunder and agrees that all costs incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender, as the case Lender in respect of this Section 6.3(d) may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay be deducted from the amount paid over of any reimbursement to the Borrower (plus in respect of any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower Tax Refund pursuant to this Section 5.06(h6.3(d), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.;

Appears in 1 contract

Samples: Credit Agreement (PENGROWTH ENERGY Corp)

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior a Lender or an Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower a Loan Party or with respect to which the Borrower Loan Party has paid additional amounts pursuant to this Section 5.06Section, it shall pay over such refund to the Borrower an amount equal Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender, as the case may be, Lender or such Issuing Lender and without interest (other than any interest paid by the relevant Government Governmental Authority with respect to such refund), ; provided that, (i) that the BorrowerLoan Party, upon the request of the Senior Facility Agent, Swing Line Administrative Agent or such Lender or such Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Loan Party (plus any penalties, interest or other charges imposed by the relevant Government Governmental Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Administrative Agent or such Senior Lender or such Issuing Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), and (ii) in no event will the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h), paragraph (g) the payment of which would place the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender in a less favorable net after-Tax position than the Administrative Agent or such Senior Facility Agent, Swing Line Lender, Senior Lender or such Issuing Bank or Senior Lender 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 subsection Section shall not be construed to require the Senior Facility Administrative Agent, Swing Line Lender, any Senior Issuing Bank Lender or any Senior Issuing Lender to make available its Tax returns (or any other information relating to its Taxes that which it deems confidential) to the Borrower Loan Party, any of its Subsidiaries or any other Person.

Appears in 1 contract

Samples: Credit Agreement (Eventbrite, Inc.)

Refunds. If the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank KEXIM or any Senior a New Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank KEXIM or such Senior New Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank KEXIM or such Senior a New Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior KEXIM Facility Agent, Swing Line KEXIM or such New Lender, such Senior Issuing Bank or such Senior Lender as applicable, in the event the Senior KEXIM Facility Agent, the Swing Line KEXIM or such New Lender, such Senior Issuing Bank or such Senior Lender as applicable, is required to repay such refund to such Government Authority, and (ii) in no event will such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(h), the payment of which would place such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender in a less favorable net after-Tax position than such Senior the KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank KEXIM or Senior such New Lender 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 subsection shall not be construed to require the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank KEXIM or any Senior a New Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Kexim Direct Facility Agreement (Cheniere Energy Partners, L.P.)

Refunds. If the Senior Facility Administrative Agent, Swing Line Lender, any Senior Lender or the Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.065.9 [Taxes], it shall pay over such refund (or the amount of any credit in lieu of refund) to the Borrower an amount equal (but only to such refundthe extent of indemnity payments made, or additional amounts paid, by the Borrower under Section 5.9, net of all out-of-pocket expenses (including Taxes) incurred by of the Senior Facility Administrative Agent, Swing Line Lender, such Senior the relevant Lender or the Issuing Bank or such Senior Lender, as the case may be, and without interest (other than any interest paid by the relevant Government Authority Official Body with respect to such refund or credit in lieu of refund), provided that, (i) that the Borrower, upon the request of the Senior Facility Administrative Agent, Swing Line relevant Lender or the Issuing Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower (plus any penaltiesinterest, interest penalties or other charges imposed by the relevant Government AuthorityOfficial Body) to the Senior Facility Administrative Agent, Swing Line Lender, such Senior relevant Lender or the Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund or credit in lieu of refund to such Government AuthorityOfficial Body. No Lender nor the Administrative Agent or the Issuing Lender shall be obliged to disclose information regarding its tax affairs or computations to Borrower in connection with this Section 5.9.6 or any other provision of Section 5.9 [Taxes]. Upon the Borrower’s reasonable written request, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior each Lender be required to pay any amount to shall reasonably cooperate with the Borrower pursuant to this Section 5.06(h), the payment in contesting or seeking a refund of which would place Indemnified Taxes or Other Taxes; provided that such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection cooperation shall not be construed to require the Senior Facility Agentrequired if, Swing Line in such Lender’s reasonable discretion, any Senior Issuing Bank or any Senior it would subject such Lender to make available its Tax returns (any material unreimbursed out-of-pocket cost or any other information relating to its Taxes that it deems confidential) expense or otherwise be materially disadvantageous to the Borrower or any other PersonLender.

Appears in 1 contract

Samples: Credit Agreement (Arch Coal Inc)

Refunds. If the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior a Lender determines, in its sole and absolute discretion, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has Borrowersthe Loan Parties have paid additional amounts pursuant to this Section 5.0616, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowersthe Administrative Borrower on behalf of the Loan Parties (but only to the Borrower an amount equal extent of payments made, or additional amounts paid, by Borrowersthe Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) incurred by the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank of Agent or such Senior Lender, as the case may be, Lender and without interest (other than any interest paid by the relevant Government applicable Governmental Authority with respect to such a refund); provided, provided that, (i) the Borrowerthat Borrowersthe Loan Parties, upon the request of the Senior Facility Agent, Swing Line Agent or such Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall agrees to repay the amount paid over to the Borrower Borrowersthe Loan Parties (plus any penalties, interest or other charges charges, imposed by the relevant Government applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank Agent or such Senior Lender is required to repay such refund to such Government Governmental Authority. Notwithstanding anything in this Agreement to the contrary, and this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (iior any other information which it deems confidential) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank to any Borrower or Senior any other PersonLoan Parties or any other Person or require Agent or any Lender be required to pay any amount to the Borrower an indemnifying party pursuant to this Section 5.06(h)16.4, the payment of which would place Agent or such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank Lender (or Senior Lender their Affiliates) in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender Person 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Credit Agreement (Unifi Inc)

Refunds. If For a full refund all cancellations must be made 7 days in advance of the reservation date. No refunds will be given after that Craft Fair Reservation Saturday, October 21, 2019 DONATION: NAME OF ORGANIZATION: CONTACT PERSON: CONTACT PHONE NUMBER: CELL NUMBER: ADDRESS: CITY: ZIP: EMAIL ADDRESS: DESCRIPTION OF SERVICE Applicant hereby acknowledges that he/she understands, and will comply with all rules pertaining to use of the Joslyn Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank Center facilities. Applicant hereby assumes all responsibility to leave the facility in as neat and clean condition as found. No alcohol is to be provided or any Senior Lender determinesserved on City of Redlands premises. All payments and deposits are due, in its sole and absolute discretionfull, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.06, it shall pay two weeks prior to the Borrower an amount equal event date in order to such refund, net of all out-of-pocket expenses (including Taxes) incurred by secure the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request reservation. All cancellations must be made 14 days in advance of the Senior Facility Agentreservation date. All refunds, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be)ex- cept cleaning deposit, shall repay be subject to a ten percent (10%) administrative fee. Time used in excess of the amount paid over rental agreement may be deducted from the reservation deposit. The cleaning fee will be reduced by $20.00 per hour for staff clean-up. Applicant agrees to hold harmless and indemnify the City of Redlands, California, from any and all liabil- ity, except for that liability arising as a result to the Borrower (plus sole negligence of the City, For the injury to persons of property occurring as a result of this activity and agrees to be liable to said City for any penaltiesand all damages to any room, interest equipment and/or furniture owned or other charges imposed by the relevant Government Authority) controlled to the Senior Facility AgentCity, Swing Line Lender, such Senior Issuing Bank or such Senior Lender which results from the activity of permittee for is caused by a participant in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender said activity. Applicant acknowledges that this reservation is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender would have been in if the Tax subject to indemnification immediate cancellation by any Police Officer or agent of the City of Redlands upon determination of a violation of the Redlands Municipal Code or in times of declared emergencies. I/We agree to abide by and giving rise to such refund had not been deducted, withheld or otherwise imposed enforce the rules and regulations of the indemnification payments or additional amounts with respect to such Tax had never been paidCity of Redlands and verify that I/We have read the above rules and regulations. This subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person._ _ _ _ _ _ _ _ _ _ _ _ _ __ Applicant Signature / Date OFFICE USE ONLY

Appears in 1 contract

Samples: Joslyn Senior Center

Refunds. If Any refunds or credits of Taxes (including any interest thereon) received by any of the Senior Facility AgentCompanies, Swing Line Lender, any Senior Issuing Bank or any Senior Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or Kennecott with respect to which any of the Borrower has paid additional amounts pursuant Companies, or credited to this Section 5.06, it shall pay any of the Companies attributable to periods ending on or prior to the Borrower an amount equal Closing Date or to such refundportions of Straddle Periods ending as of the Closing Date (as determined on a closing of the books method) (“Kennecott’s Refunds”), net shall be for the benefit of all out-of-pocket expenses Kennecott, and Kennecott shall have the sole right, at its expense, to pursue any Kennecott’s Refunds (including Taxesfiling amended returns and applying for competent authority or analogous relief) incurred by and Buyer shall cause the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender, as Companies to pay over to Kennecott any Kennecott’s Refunds immediately upon receipt thereof. In the case may beof a Kennecott’s Refund that is a credit to any of the Companies, and without interest (other than interest paid Buyer shall cause such Kennecott entity to pay such Kennecott’s Refund to Kennecott immediately upon receipt of the benefit of such credit through a reduction in any Tax payment required to be made by any of the relevant Government Authority Companies after the Closing. In addition, if the Taxes with respect to the pre-Closing portion of a Straddle Period of any of the Companies are less than the payments previously made (or deemed made) by the Companies with respect to the pre-Closing portion of such refundStraddle Period and to the extent such difference has not previously been taken into account in determining the Post Closing Adjustments under Section 2(f), provided thatBuyer shall cause the Companies to pay to Kennecott the excess of such previous payments over such Taxes immediately upon the Companies’ receiving the benefit of such excess payments through a reduction in any Tax payment required to be made by the Companies after the Closing. Notwithstanding anything to the contrary herein, Kennecott shall not file an amended return in respect of a Tax Return other than an Income Tax Return in a manner which is inconsistent with Kennecott’s past practices unless, either (i) the Borrowersuch amended return is not disadvantageous to Buyer, upon the request of the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to the Senior Facility Agent, Swing Line Lender, such Senior Issuing Bank or such Senior Lender in the event the Senior Facility Agent, the Swing Line Lender, such Senior Issuing Bank or such Senior Lender is required to repay such refund to such Government Authority, and (ii) in no event will such Senior Facility AgentKennecott obtains Buyer’s consent, Swing Line Lender, Senior Issuing Bank or Senior Lender not to be required to pay any amount to the Borrower pursuant to this Section 5.06(h), the payment of which would place such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender in a less favorable net after-Tax position than such Senior Facility Agent, Swing Line Lender, Senior Issuing Bank or Senior Lender 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 subsection shall not be construed to require the Senior Facility Agent, Swing Line Lender, any Senior Issuing Bank or any Senior Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Personunreasonably withheld.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hecla Mining Co/De/)

Refunds. If KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KEXIM Covered Facility Lender determines, in its sole and absolute discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.064.06, it shall pay to the Borrower an amount equal to such refund, net of all out-of-pocket expenses (including Taxes) incurred by KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender, as the case may be, and without interest (other than interest paid by the relevant Government Authority with respect to such refund), provided that, (i) the Borrower, upon the request of KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender (as the case may be), shall repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Government Authority) to KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, such Senior Issuing Bank Agent or such Senior KEXIM Covered Facility Lender in the event the Senior Facility AgentKEXIM, the Swing Line Lender, such Senior Issuing Bank KEXIM Facility Agent or such Senior KEXIM Covered Facility Lender is required to repay such refund to such Government Authority, and (ii) in no event will KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender be required to pay any amount to the Borrower pursuant to this Section 5.06(h4.06(g), the payment of which would place KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender in a less favorable net after-Tax position than KEXIM, such Senior KEXIM Facility Agent, Swing Line Lender, Senior Issuing Bank Agent or Senior KEXIM Covered Facility Lender 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 subsection shall not be construed to require KEXIM, the Senior KEXIM Facility Agent, Swing Line Lender, any Senior Issuing Bank Agent or any Senior KEXIM Covered Facility Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Kexim Covered Facility Agreement (Cheniere Energy Partners, L.P.)

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