Common use of Refunds Clause in Contracts

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 18 contracts

Samples: Credit Agreement (Salem Media Group, Inc. /De/), Credit Agreement (Hudson Technologies Inc /Ny), Credit Agreement (INFINERA Corp)

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Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which the Loan Parties have it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or such Issuing Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Partiessuch Borrower, upon the request of the Administrative Agent or such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Administrative Agent or such Lender or such Issuing Lender in the event the Administrative Agent or such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Company, any of its Subsidiaries or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 6 contracts

Samples: Credit Agreement (1 800 Flowers Com Inc), Credit Agreement (1 800 Flowers Com Inc), Credit Agreement (1 800 Flowers Com Inc)

Refunds. If Agent or a Lender any party determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have paid it has been indemnified pursuant to this Section 2.15 (including additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.15), it shall pay over to the indemnifying party an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 2.15 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of Agent or such Lender indemnified party and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties. Such indemnifying party, upon the request of Agent or such Lenderindemnified party, agrees shall repay to repay such indemnified party the amount paid over pursuant to the Loan Parties this paragraph (h) (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than ) if 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 Agent or such Lender in the event Agent or such Lender indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (h), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (h) the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person 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 paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Appears in 6 contracts

Samples: Credit Agreement (Apollo Debt Solutions BDC), Credit Agreement (FS Energy & Power Fund), Credit Agreement (Kennedy Lewis Capital Co)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 6 contracts

Samples: Credit Agreement (Insteel Industries Inc), Credit Agreement (Unifi Inc), Credit Agreement (GoPro, Inc.)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which (including by the Loan Parties have paid payment of additional amounts pursuant to this Section 1616.1), so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, imposed by the applicable relevant 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 jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to Section 16.4), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its Tax returns (or any other information which it deems confidential) to Borrower or any other Person.

Appears in 5 contracts

Samples: Credit Agreement (Jack Cooper Holdings Corp.), Credit Agreement (Jack Cooper Holdings Corp.), Credit Agreement (Jack Cooper Logistics, LLC)

Refunds. If Agent or a Lender any party determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified pursuant to this Section (including by the Loan Parties have paid payment of additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection), it shall pay over to the indemnifying party an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties made under this Section 16 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of Agent or such Lender indemnified party and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties. Such indemnifying party, upon the request of Agent or such Lenderindemnified party, agrees shall repay to repay such indemnified party the amount paid over pursuant to the Loan Parties this paragraph (j) (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Agent or such Lender in the event Agent or that such Lender indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (j), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (j) the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Chemours Co), Receivables Financing Agreement (Evoqua Water Technologies Corp.), Receivables Financing Agreement (Evoqua Water Technologies Corp.)

Refunds. If Administrative Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.13, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.13 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (g) the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (g) shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to Borrower or any other Person.

Appears in 4 contracts

Samples: Credit Agreement (Warren Resources Inc), Credit Agreement (Warren Resources Inc), Second Lien Credit Agreement (Warren Resources Inc)

Refunds. If the Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have it has been indemnified by any Obligor or with respect to which any Obligor has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.8, it shall pay over to such Obligor an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Obligor under this Section 16 5.8 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of the Agent or such Lender Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Parties(i) such Obligor, upon the request of the Agent or such Lender, Lender agrees to repay the amount paid over to the Loan Parties such Obligor (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 Authority and (ii) nothing herein contained shall not be construed to require Agent or obligate any Lender or the Agent to make available its tax returns (or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or the Agent to do anything that would prejudice its ability to benefit from any other information refunds, credits, reliefs, remissions or repayments to which it deems confidential) may be entitled. Notwithstanding anything to Loan Parties or any other Person or require the contrary, in no event will the Agent or any Lender be required to pay any amount to an indemnifying party pursuant to Section 16.4, any Obligor the payment of which would place the Agent or such Lender (or their Affiliates) Lender, as applicable, in a less favorable net after-Tax after tax position than the Agent or such Person Lender, as applicable, 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.

Appears in 4 contracts

Samples: Credit Agreement (Milacron Holdings Corp.), Credit Agreement (Milacron Holdings Corp.), Credit Agreement (Milacron Holdings Corp.)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or including any additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties pursuant to this Section 16.4 (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 4 contracts

Samples: Credit Agreement (Liberty Oilfield Services Inc.), Credit Agreement (Liberty Oilfield Services Inc.), Credit Agreement (Liberty Oilfield Services Inc.)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 3 contracts

Samples: Credit Agreement (Concrete Pumping Holdings, Inc.), Credit Agreement (Concrete Pumping Holdings, Inc.), Credit Agreement (Concrete Pumping Holdings, Inc.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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. 17.

Appears in 3 contracts

Samples: Assignment and Acceptance Agreement (Nautilus, Inc.), Credit Agreement and Loan (Nautilus, Inc.), Credit Agreement (Nautilus, Inc.)

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, 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 Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.13, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.13 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not indemnified party be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (g) the payment of which would place Agent or such Lender (or their Affiliates) the indemnified party in a less favorable net after-Tax position than such Person the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (g) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Appears in 3 contracts

Samples: Credit Agreement (Warren Resources Inc), Assignment and Assumption (Warren Resources Inc), Assignment and Assumption (Warren Resources Inc)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or including any additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties pursuant to this Section 16.4 (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 3 contracts

Samples: Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Energy Inc.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 3 contracts

Samples: Credit Agreement (Flexsteel Industries Inc), Credit Agreement (CVR Energy Inc), Credit Agreement (CVR Partners, Lp)

Refunds. If the Administrative Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes from the Governmental Authority to which such Taxes or Other Taxes were paid or determines in its sole discretion exercised in good faith that it has obtained the Loan Parties have benefit of a credit for Taxes as to which it has been indemnified by any Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund or the net benefit attributable to the Administrative such credit to such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refundrefund or credit), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundrefund or credit); provided, provided that the Loan Partiessuch Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest to the extent accrued from the date such refund or other charges, imposed by the applicable Governmental Authority, other than credit is paid over to 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 jurisdictionBorrower) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties any Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 3 contracts

Samples: Assignment and Assumption (NYSE Euronext), Credit Agreement (NYSE Euronext), Credit Agreement (NYSE Euronext)

Refunds. If the Agent or a any Lender determines, in its sole discretion, becomes aware that it has received is entitled to claim a refund from a Governmental Authority or other taxation authority in respect of any Indemnified Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 162.9 it shall promptly notify the Borrower of the availability of such refund claim and shall, so long within 30 days after receipt of a request by the Borrower, make a claim to such Governmental Authority or taxation authority for such refund at the Borrower’s expense. If the Agent or any Lender receives a refund (including pursuant to a claim made pursuant to the preceding sentence) in respect of any Non-Excluded Taxes or Other Taxes as no Default to which it has been indemnified by the Borrower or Event of Default with respect to which the Borrower has occurred and is continuingpaid additional amounts pursuant to this Section 2.9, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.9 with respect to Indemnified the Non-Excluded Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority or taxation authority with respect to such a refund); provided, that the Loan PartiesBorrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest Authority 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 jurisdictiontaxation authority) to Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This paragraph shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 3 contracts

Samples: Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 2 contracts

Samples: Credit Agreement (Sanfilippo John B & Son Inc), Credit Agreement (Sanfilippo John B & Son Inc)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the 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 jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require Person. Notwithstanding anything to the contrary in this Section 16.4, in no event will Agent or any Lender be required to pay any amount to an indemnifying party Borrowers pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than Agent or such Person Lender 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.

Appears in 2 contracts

Samples: Credit Agreement (Inventure Foods, Inc.), Credit Agreement (Inventure Foods, Inc.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the any Loan Parties Party under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable relevant 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 jurisdictionAuthority in respect thereof) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to the contrarySection 16.4, this Section 16 shall not be construed to require in no event will Agent or any a Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Loan Parties pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax tax position than Agent or such Person Lender would have been in if the Tax 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 tax had never been paid. This Section 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other confidential information which it in good xxxxx xxxxx confidential) to any Borrower or any other Person.

Appears in 2 contracts

Samples: Term Loan Agreement (Colt Finance Corp.), Term Loan Agreement (Colt Defense LLC)

Refunds. If Agent or a any Lender determines, in its sole discretion, becomes aware that it has received is entitled to claim a refund from a Governmental Authority in respect of any Indemnified Taxes as to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default 2.18(b) or Event of Default has occurred and is continuingindemnification payments pursuant to Section 2.18(g), it shall make reasonable efforts to timely so advise the Borrower and, if the Borrower so requests, to seek such refund at the Borrower’s expense; provided, however, that no Lender shall be required to take any action hereunder which, in the sole discretion of such Lender, would cause such Lender or its applicable lending office to suffer a material economic, legal or regulatory disadvantage. If any Lender actually receives a payment of a refund (including pursuant to a claim for refund made pursuant to the preceding sentence) in respect of any Tax as to which the Borrower has paid additional amounts pursuant to Sections 2.18(b) or indemnification payments under Section 2.18(g), it shall within ninety (90) days from the date of the receipt of such refund pay over the amount of such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund)Borrower, net of all reasonable out-of-pocket expenses of Agent or such Lender (including any Taxes) and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, . The Borrower agrees to repay the any amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, imposed reasonable charges paid by the 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 jurisdictionLender) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 2.18(d) shall not be construed to require Agent or any a Lender to make available its tax Tax returns (or any other information relating to its Taxes which it deems confidential) to any Loan Parties Party or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 2 contracts

Samples: Joinder and Second Amendment Agreement (Ocwen Financial Corp), Counterpart Agreement (Ocwen Financial Corp)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax Tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 2 contracts

Samples: Credit Agreement (Pioneer Energy Services Corp), Credit Agreement (Pioneer Energy Services Corp)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 2 contracts

Samples: Credit Agreement (BlueLinx Holdings Inc.), Credit Agreement (BlueLinx Holdings Inc.)

Refunds. If the Administrative Agent or a Lender determines, in its sole 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 Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing5.03, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 5.03 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesBorrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to Section 5.03(f), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Borrower pursuant to this Section 16.4, 5.03(f) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) Lender, as applicable, in a less favorable net after-Tax position than such Person the Administrative Agent or Lender, as applicable, 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 Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

Appears in 2 contracts

Samples: Credit Agreement (Cabot Oil & Gas Corp), Credit Agreement (Cabot Oil & Gas Corp)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the any Loan Parties Party under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable relevant 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 jurisdictionAuthority in respect thereof) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to the contrarySection 16.4, this Section 16 shall not be construed to require in no event will Agent or any a Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Loan Parties pursuant to this Section 16.4, 16.4 the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax tax position than Agent or such Person Lender would have been in if the Tax 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 tax had never been paid. Notwithstanding anything in this Agreement to the contrary, this Section 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other confidential information which it in good xxxxx xxxxx confidential) to any Borrower or any other Person.

Appears in 2 contracts

Samples: Possession Term Loan Agreement (Colt Finance Corp.), Possession Term Loan Agreement (Colt Finance Corp.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable and documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 2 contracts

Samples: Credit Agreement (Ranger Energy Services, Inc.), Credit Agreement (Ranger Energy Services, Inc.)

Refunds. If Agent the Administrative Agent, a Lender or a the Issuing Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which the Loan Parties have it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Partiessuch Borrower, upon the request of Agent the Administrative Agent, such Lender or such the Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than any such penalties, interest or other charges imposed as a result attributable to the gross negligence or willful misconduct of the willful misconduct Administrative Agent, such Lender or gross negligence of Agent or Lender hereunder the Issuing Lender, as finally determined by a court of competent jurisdictionapplicable) to Agent the Administrative Agent, such Lender or such the Issuing Lender in the event Agent the Administrative Agent, such Lender or such the Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any the Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidentialconfidential or proprietary) to Loan Parties any Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 2 contracts

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

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingit shall, it shall subject to Section 9, pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 2 contracts

Samples: Credit Agreement (Jakks Pacific Inc), First Lien Term Loan Facility Credit Agreement (Jakks Pacific Inc)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund or realized a credit of any Indemnified Taxes to which the Loan Parties Borrowers have paid additional amounts pursuant to this Section 16, so long Agent or such Lender shall promptly pay over an amount equal to such refund or credit, as no applicable, to Borrowers (or if a Default or Event of Default has occurred and is continuing, it Agent or such Lender shall pay over treat such refund amount as a payment remitted to Agent first with respect to any Obligations then due and payable and then with respect to the Administrative Borrower on behalf outstanding principal amount of the Loan Parties Obligations) (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refundrefund or credit), net of all reasonable out-of-pocket expenses of Agent or such Lender incurred in obtaining such refund or credit, as applicable, and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refundrefund or credit ); provided, that the Loan PartiesBorrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the 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 such Lender hereunder as finally determined by a court of competent jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Credit Agreement (Digirad Corp)

Refunds. If Agent the Administrative Agent, any Lender or a any Issuing Lender determines, in its sole discretion, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which the it has been indemnified by a Loan Parties have Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing3.01, it shall pay over such refund to the Administrative Borrower on behalf of the relevant Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise Party an amount equal to such a refund), credit or benefit, net of all reasonable and documented out-of-pocket expenses of Agent the Administrative Agent, such Lender or such Lender Issuing Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Partiessuch indemnifying party, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over pursuant to the Loan Parties this Section 3.06 (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent the Administrative Agent, such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to Section 3.06, in no event will the contraryAdministrative Agent, this Section 16 shall not be construed to require Agent any Issuing Lender or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party pursuant to this Section 16.4, 3.06 the payment of which would place Agent the Administrative Agent, such Issuing Lender or such Lender (or their Affiliates) in a less favorable net after-Tax position than the Administrative Agent, such Person Issuing Lender or such Lender would have been in if the Tax subject to indemnification and payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require the Administrative Agent, any Lender or any Issuing 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 (Howard Midstream Partners, LP)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderLxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Lxxxxx xxxxxxxxx as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Farmer Brothers Co)

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.17, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 16 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes) of Agent the Administrative Agent, such Lender or such Issuing Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Parties, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent or the Administrative Agent, such Lender such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contraryAdministrative Agent, this Section 16 shall not a Lender or an Issuing Lender be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender required to pay any amount to an indemnifying party the Loan Parties pursuant to Section 16.4, this paragraph (g) the payment of which would place Agent the Administrative Agent, Lender or such Lender (or their Affiliates) Issuing Lender, as applicable, in a less favorable net after-Tax position than such Person it 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 Section 2.17(g) shall not be construed to require the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Appears in 1 contract

Samples: Pledge Agreement (Teleflex Inc)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.. 131 125672876_9

Appears in 1 contract

Samples: Credit Agreement (Nautilus, Inc.)

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified by a Loan Party or with respect to which the Loan Parties have Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.18, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Party under this Section 16 2.18 with respect to Indemnified the Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesParty, upon the request of the Administrative Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any such Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party pursuant to Section 16.4, this paragraph (g) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than the Administrative Agent or such Person 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 paragraph (g) shall not be construed to require the Administrative Agent, any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Party, any of its Subsidiaries or any other Person.

Appears in 1 contract

Samples: Credit Agreement (SatixFy Communications Ltd.)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that that, the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Independence Contract Drilling, Inc.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.,

Appears in 1 contract

Samples: Credit Agreement and Loan Documents (Nautilus, Inc.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Xxxxxx hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Sanfilippo John B & Son Inc)

Refunds. If Agent Any refunds with respect to Pre-Closing Taxes and/or the period of time ending on or prior to the Adjustment Time, including any such refund from the U.S. Customs and Border Protection as a Lender determinesresult of the Company’s Request for Binding Ruling with respect to the grant of duty free treatment for the import of shoes and inserts designed for diabetics shall be for the account of Members and Merit. Buyer shall cooperate reasonably with the Member Representative to apply for or otherwise pursue any such Customs Refund and any other refund provided that the Buyer shall not be required to cooperate if such refund would adversely affect Buyer’s Tax position in a Post-Closing Tax Period. Buyer shall cause the Company promptly to forward to the Member Representative, in its sole discretionon behalf of the Members and Merit, that it has received a refund any such refunds due the Members and Merit after receipt thereof by Buyer or the Company, net of any Indemnified Taxes reasonable out of pocket cost to Buyer and its affiliates attributable to the obtaining and receipt of such refund (provided that Buyer shall obtain the Member Representative’s prior consent to any such out of pocket expenses attributable thereto, which consent shall not be unreasonably withheld). Buyer and the Loan Parties have paid additional amounts pursuant Company shall not be required to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only Member Representative to the extent such refund arises as the result of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net carryback of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest loss or other charges, imposed by Tax benefit from a taxable period (or portion thereof) beginning after the Adjustment Time. To the extent such refund is subsequently disallowed or required to be returned to the applicable Governmental Authority, other than the Members, Merit and the Member Representative agree promptly to repay the amount of such penaltiesrefund, interest together with any interest, penalties or other charges additional amounts 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement , to the contraryBuyer (or, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4if directed by Buyer, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidCompany).

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (DJO Finance LLC)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingit shall, it shall subject to Section 9, pay over an amount equal to such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.. 120

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (Jakks Pacific Inc)

Refunds. If Agent or a Lender or Participant determines, in its sole discretion, that it has received a refund of any Indemnified Taxes with respect to which the Loan Parties Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender or such Participant and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Agent or such LenderLender or such Participant, agrees to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the 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 such Lender hereunder as finally determined by a court of competent jurisdictionor such Participant hereunder) to Agent or such Lender or such Participant in the event Agent or such Lender or such Participant is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.1 shall not be construed to require Agent or any Lender or any Participant to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Credit Agreement (API Technologies Corp.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.. -232- LEGAL_US_W # 114834644.8114834644.17

Appears in 1 contract

Samples: Credit Agreement (Sharecare, Inc.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Weatherford International PLC)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which the Loan Parties have paid additional any amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Concrete Pumping Holdings, Inc.)

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

Appears in 1 contract

Samples: Credit Agreement (Anixter International Inc)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Model N, Inc.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes with respect to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (WABASH NATIONAL Corp)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Xxxxxx xxxxxxxxx as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Farmer Brothers Co)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the applicable Loan Parties Party (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Administrative Borrower (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax Tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require any Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place such Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Manitowoc Co Inc)

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Refunds. If Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Administrative Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Administrative Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Administrative Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Administrative Agent or such Lender in the event Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Administrative Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Administrative Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.. 120

Appears in 1 contract

Samples: Term Loan Credit Agreement (Cross Country Healthcare Inc)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable and documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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. 17.

Appears in 1 contract

Samples: Credit Agreement (Ranger Energy Services, Inc.)

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes from the Governmental Authority to which such Taxes or Other Taxes were paid or determines in its sole discretion exercised in good faith that it has obtained the Loan Parties have benefit of a credit for Taxes as to which it has been indemnified by any Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund or the net benefit attributable to the Administrative such credit to such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refundrefund or credit), net of all out-of-pocket expenses of Agent the Administrative Agent, such Lender or such Issuing Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundrefund or credit); provided, provided that the Loan Partiessuch Borrower, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest to the extent accrued from the date such refund or other charges, imposed by the applicable Governmental Authority, other than credit is paid over to 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 jurisdictionBorrower) to Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent the Administrative Agent, such Lender or such Issuing Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties any Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Credit Agreement (NYSE Euronext)

Refunds. If Agent or a the Lender determines, in its sole discretion, that it has received receives a refund of any Indemnified Taxes or Other Taxes for which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 164.6(f) (including an actual reduction in Taxes payable by the Lender directly attributable to a foreign tax credit obtained in respect of the payment of any such Indemnified Taxes or Other Taxes), it shall, so long as no Default or Event of Default has occurred and is continuingcontinuing (unless the Loan has been repaid in full), it shall pay over such refund (or the amount of such actual reduction in Taxes payable) to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 4.6(f) with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of- pocket expenses of the Lender (such out-of-pocket expenses to include Taxes payable in respect of Agent or such Lender indemnity payments) and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund, net of Taxes payable on such interest); provided, provided that the Loan PartiesBorrower, upon the request of Agent or such the Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Agent or such the Lender in the event Agent or such the Lender is required to repay such refund to such Governmental AuthorityAuthority (or such foreign tax credit is subsequently denied). Notwithstanding anything in this Agreement to the contrary, this This Section 16 4.6(f)(v) shall not be construed to require Agent or any the Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Borrower or to any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Loan Agreement

Refunds. If any Agent or a Lender determines, in its sole discretion, reasonably determines that it has received is entitled to claim a refund of any Indemnified Taxes or Other Taxes to which the Loan Parties have it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 165.9., so long as no Default it shall promptly notify such Borrower of the availability of such refund claim and, if requested in writing by the Borrower, shall make such refund claim to such taxation authority for such refund at such Borrower’s expense, unless such Agent or Event of Default has occurred and is continuingLender reasonably determines in good faith that pursuing such refund claim would be materially detrimental to it. If a Lender or any Agent receives a refund (including pursuant to a claim for refund made pursuant to the preceding sentence), it shall pay over such refund to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 5.9. with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses (including Taxes imposed on the receipt of such refund) of such Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refundrelevant taxing authority); provided, provided that the Loan Partieseach Borrower, upon the request of such Agent or such Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 such Agent or such Lender in the event such Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This subsection 5.9.3 shall not be construed to require any Agent or any Lender to make available its tax returns (or any other information which relating to its taxes that it deems confidential) to Loan Parties such Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Credit Agreement (Ryerson Holding Corp)

Refunds. If Agent any Lender or a Issuing Lender determines, in its sole discretion, determines that it has actually received a refund (or credit against its future tax liability in lieu of 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 Loan Parties have Borrower has paid additional amounts pursuant to this Section 165.10, so long as no Default such Lender or Event of Default has occurred and is continuing, it Issuing Lender shall pay over to the Borrower an amount equal to such refund to the Administrative Borrower on behalf or credit in lieu of the Loan Parties such refund (but only to the extent of the indemnity payments actually made, or additional amounts paid, paid by the Loan Parties Borrower under this Section 16 5.10 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or incurred by such Lender and or Issuing Lender without interest (other than any interest paid by the applicable Governmental Authority with relevant Official Body respect to such a refund or credit in lieu of refund); provided, provided that the Loan PartiesBorrower, upon the request of Agent such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the 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 jurisdictionrelevant Official Body) to Agent such Lender or such Issuing Lender in the event Agent such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement Official Body and delivers to the contrary, this Borrower evidence reasonably satisfactory to the Borrower of such repayment. This Section 16 5.10.6 shall not be construed to require Agent any Lender or any Issuing Lender to make available its tax returns (or any other information which relating to its Taxes that it reasonably deems confidential) to Loan Parties the Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Credit Agreement (Om Group Inc)

Refunds. If the Term Loan A Administrative Agent or a any Construction/Term Loan Lender determines, in its sole 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 Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing4.06, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise an amount equal to such a refund), net of all out-of-pocket expenses of (including Taxes) incurred by the Term Loan A Administrative Agent or such Lender Construction/Term Loan Lender, as the case may be, and without interest (other than any interest paid by the applicable Governmental relevant Government Authority with respect to such a refund); provided, that provided that, (i) the Loan PartiesBorrower, upon the request of the Term Loan A Administrative Agent or such LenderConstruction/Term Loan Lender (as the case may be), agrees to shall repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable Governmental relevant Government 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 Term Loan A Administrative Agent or such Construction/Term Loan Lender in the event the Term Loan A Administrative Agent or such Construction/Term Loan Lender is required to repay such refund to such Governmental Government Authority. Notwithstanding anything , and (ii) in this Agreement to the contrary, this Section 16 shall not be construed to require no event will such Term Loan A Administrative Agent or any Construction/Term Loan Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party the Borrower pursuant to this Section 16.4, 4.06(g) the payment of which would place such Term Loan A Administrative Agent or such Construction/Term Loan Lender (or their Affiliates) in a less favorable net after-Tax position than such Person Term Loan A Administrative Agent or Construction/Term Loan Lender 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 shall not be construed to require the Term Loan A Administrative Agent or any Construction/Term Loan 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 (Cheniere Energy Partners, L.P.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties Borrowers or their Subsidiaries have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers or their Subsidiaries (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers or their Subsidiaries under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, for themselves and on behalf of their Subsidiaries, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties Borrowers or their Subsidiaries (plus any penalties, interest or other charges, imposed by the 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 jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers, any of their Subsidiaries, or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Credit Agreement (General Finance CORP)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the 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 xxxxxxxxx as finally determined in a final, non-appealable judgment by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (SeaSpine Holdings Corp)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such 158 Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Oil States International, Inc)

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which the Loan Parties have it has been indemnified by any Borrower or any Account Party or with respect to which any Borrower or any Account Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative such Borrower on behalf of the Loan Parties or such Account Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower or such Account Party under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent the Administrative Agent, such Lender or such Lender Issuing Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Partiessuch Borrower and such Account Party, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower or such Account Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent the Administrative Agent, such Lender or such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties any Borrower, any Account Party or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.Person. Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Brunswick Corp)

Refunds. If the Administrative Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund of or credit in lieu of a refund against any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund or credit to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refundrefund or credit), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refundrefund or credit); provided, provided that the Loan PartiesBorrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or to repay to the Borrower amounts in respect of any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, indirect tax benefit received by the payment of which would place Administrative Agent or such Lender (arising out of Indemnified Taxes or their Affiliates) in a less favorable net after-Tax position than such Person would have Other Taxes as to which it has been in if indemnified by 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 paidBorrower.

Appears in 1 contract

Samples: Credit Agreement (Bard C R Inc /Nj/)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderXxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Xxxxxx hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to this Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Forum Energy Technologies, Inc.)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties Borrowers (but only to the extent of payments made, or additional amounts paid, by the Loan Parties Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties Borrowers (plus any penalties, interest or other charges, imposed by the 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 in a final, non-appealable judgment by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties Borrowers or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (SeaSpine Holdings Corp)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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. 17.

Appears in 1 contract

Samples: Credit Agreement (BlueLinx Holdings Inc.)

Refunds. If Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such LenderLxxxxx, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 such Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Tessco Technologies Inc)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Xxxxxx hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Performant Financial Corp)

Refunds. If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 1615, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower Borrowers on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 15 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 15 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.415.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.. 152

Appears in 1 contract

Samples: Loan and Security Agreement (RTW Retailwinds, Inc.)

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

Appears in 1 contract

Samples: Term Loan Credit Agreement (Cross Country Healthcare Inc)

Refunds. If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 1618, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 18 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 18 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.418.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Loan and Security Agreement (AFC Gamma, Inc.)

Refunds. 122846886v7 . If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Farmer Brothers Co)

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole 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 Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.17, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent the Administrative Agent, such Lender or such Issuing Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesBorrower, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent or the Administrative Agent, such Lender such Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 2.17(g) shall not be construed to require Agent the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Pledge Agreement (Teleflex Inc)

Refunds. If Agent the Administrative Agent, a Lender or a an Issuing Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes from the Governmental Authority to which such Taxes or Other Taxes were paid or determines in its sole discretion exercised in good faith that it has obtained the Loan Parties have benefit of a credit for Taxes as to which it has been indemnified by any Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund or the net benefit attributable to the Administrative such credit to such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refundrefund or credit), net of all out-of-pocket expenses of Agent the Administrative Agent, such Lender or such Issuing Lender and without interest (other than any Credit Agreement interest paid by the applicable relevant Governmental Authority with respect to such a refundrefund or credit); provided, provided that the Loan Partiessuch Borrower, upon the request of Agent the Administrative Agent, such Lender or such Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest to the extent accrued from the date such refund or other charges, imposed by the applicable Governmental Authority, other than credit is paid over to 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 jurisdictionBorrower) to Agent the Administrative Agent, such Lender or such Issuing Lender in the event Agent the Administrative Agent, such Lender or such Issuing Lender is required to repay such refund or credit to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties any Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Credit Agreement (NYSE Euronext)

Refunds. If Agent or a Lender determines, in its sole reasonable discretion, that it has received a refund (or credit elected in lieu of such refund) any Indemnified Taxes as to which the Loan Parties have any Borrower has paid additional amounts or indemnified pursuant to this Section 1616.1, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund or credit to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Borrower under this Section 16 with respect to Indemnified Taxes or Other Taxes giving rise to such a refund (or credit elected in lieu of such refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan PartiesBorrowers, upon the request of Agent or such Lender, agrees agree to repay the amount paid over to the Loan Parties any Borrower (plus any penalties, interest or other charges, imposed by the 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 jurisdictionhereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 16.4 shall not be construed to require Agent or any Lender to (i) make available its tax returns (or any other information which it deems confidential) to Loan Parties any Borrower or any other Person or require Agent or any Lender (ii) to pay any amount to an indemnifying party pursuant to under this Section 16.4, 16.4 the payment of which would place Agent or such Lender or Agent (or their its Affiliates) in a less favorable net after-Tax position than such Person Lender or Agent (or its Affiliates) 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.

Appears in 1 contract

Samples: Possession Credit Agreement (Ciber Inc)

Refunds. If Agent the Administrative Agent, a Lender or a the Issuing Lender determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which the Loan Parties have it has been indemnified by any Borrower or with respect to which any Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative such Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties such Credit Agreement Borrower under this Section 16 with respect to Indemnified the Taxes or Other Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan Partiessuch Borrower, upon the request of Agent the Administrative Agent, such Lender or such the Issuing Lender, agrees to repay the amount paid over to the Loan Parties such Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than any such penalties, interest or other charges imposed as a result attributable to the gross negligence or willful misconduct of the willful misconduct Administrative Agent, such Lender or gross negligence of Agent or Lender hereunder the Issuing Lender, as finally determined by a court of competent jurisdictionapplicable) to Agent the Administrative Agent, such Lender or such the Issuing Lender in the event Agent the Administrative Agent, such Lender or such the Issuing Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 shall not be construed to require Agent the Administrative Agent, any Lender or any the Issuing Lender to make available its tax returns (or any other information relating to its taxes which it deems confidentialconfidential or proprietary) to Loan Parties any Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Credit Agreement (Cambrex Corp)

Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes as to which the it has been indemnified by any Loan Parties have Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative Borrower on behalf of the such Loan Parties Party (but only to the extent of indemnity payments made, or additional amounts paid, by the such Loan Parties Party under this Section 16 with respect to the Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the such Loan PartiesParty, upon the request of the Administrative Agent or such Lender, Lender agrees to repay the amount paid over to the such Loan Parties Party (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Agreement to paragraph (g), in no event will the contrary, this Section 16 shall not be construed to require Administrative Agent or any such Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender be required to pay any amount to an indemnifying party a Loan Party pursuant to Section 16.4, this paragraph (g) the payment of which would place the Administrative Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than the Administrative Agent or such Person 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 Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Brunswick Corp)

Refunds. If Agent or the Administrative Agent, a Lender or an Issuing Bank determines, in its sole reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes from the Governmental Authority to which such Taxes were paid and as to which it has been indemnified by the Borrower or with respect to which the Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuingSection, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 with respect to the Indemnified Taxes or Other Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or the Administrative Agent, such Lender or Issuing Bank, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a refund); provided, provided that the Loan PartiesBorrower, upon the request of Agent the Administrative Agent, such Lender or such LenderIssuing Bank, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant 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 Agent or the Administrative Agent, such Lender or Issuing Bank in the event Agent or the Administrative Agent, such Lender or Issuing Bank is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 This paragraph (g) shall not be construed to require Agent the Administrative Agent, any Lender or any Lender Issuing Bank to make available its tax returns (or any other information relating to its taxes which it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or to repay to the Borrower amounts in respect of any Lender to pay any amount to an indemnifying party pursuant to Section 16.4indirect tax benefit received by the Administrative Agent, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have Issuing Bank arising out of Indemnified Taxes or Other Taxes as to which it has been in if indemnified by 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 paidBorrower.

Appears in 1 contract

Samples: Credit Agreement (Bard C R Inc /Nj/)

Refunds. . If Agent or a Lender determines, in its sole discretiondiscretion exercised in good faith, that it has received a refund of any Indemnified Taxes to which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all documented out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 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 Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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.

Appears in 1 contract

Samples: Credit Agreement (Farmer Brothers Co)

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

Appears in 1 contract

Samples: Credit Agreement (CPI Card Group Inc.)

Refunds. The Agent and each Lender shall take all reasonable actions (consistent with its internal policy and legal and regulatory restrictions) requested by the Borrower to assist the Borrower, at the sole expense of the Borrower, to recover from the relevant Governmental Authority any Indemnified Taxes or Other Taxes in respect of which amounts were paid by the Borrower pursuant to this Section 2.17; provided, however, that a Lender will not be required to take any action that would be, in the sole judgment of a Lender, legally inadvisable, or commercially or otherwise disadvantageous to a Lender in any respect, and in no event shall the Lender be required to disclose any tax returns or any other information that, in the sole judgment of the Lender, is confidential. If the Agent or a any Lender determines, in its sole 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 Loan Parties have Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing2.17, it shall pay over such refund to the Administrative Borrower on behalf of an amount equal to the Loan Parties refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties Borrower under this Section 16 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such a the refund), net of all out-of-pocket expenses of the Agent or such Lender the Lender, as the case may be, and without interest (other than any interest paid by the applicable relevant Governmental Authority with respect to such a the refund); provided, however, that the Loan PartiesBorrower, upon the request of the Agent or such the applicable Lender, agrees to repay the amount paid over to the Loan Parties Borrower (plus any penalties, interest or other charges, charges imposed by the applicable relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of ) to the willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such the Lender in the event the Agent or such the Lender is required to repay such the refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this This Section 16 2.17(f) shall not be construed to require the Agent or any Lender to make available its tax Tax returns (or any other information which relating to its Taxes that it deems confidential) to Loan Parties the Borrower or any other Person or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such 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 paidPerson.

Appears in 1 contract

Samples: Term Loan Agreement (Atp Oil & Gas Corp)

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