Common use of Reimbursement by the Authority Clause in Contracts

Reimbursement by the Authority. The Authority shall timely pay any Other Taxes to the relevant Governmental Authority and shall also, to the fullest extent permitted by law, reimburse the Bank and each Participant, within thirty (30) days after demand therefor, for the full amount of any Reimbursed Taxes or Other Taxes (including Reimbursed Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Bank or any Participant and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Reimbursed Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Authority shall not be obligated to reimburse the Bank for any penalties, interest or expenses relating to Reimbursed Taxes or Other Taxes arising from the Bank’s gross negligence or willful misconduct. The Bank and each Participant agrees to give notice to the Authority of the assertion of any claim against it relating to Reimbursed Taxes and Other Taxes as promptly as reasonably practicable after being notified of such claim; provided, however, that the failure by the Bank or such Participant to provide prompt notice shall not affect the Bank’s or such Participant’s rights under this Section 2.8. A certificate stating in reasonable detail the amount of such payment or liability delivered to the Authority by the Bank or any Participant shall be conclusive absent manifest error. In addition, the Authority shall reimburse the Bank and each Participant, within thirty (30) days after demand therefor, for any incremental Taxes that may become payable by the Bank or any Participant as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Bank or any Participant pursuant to clause (d), documentation evidencing the payment of Taxes.

Reimbursement by the Authority. The Authority shall timely pay any Other Taxes to the relevant Governmental Authority and shall also, to the fullest extent permitted by law, reimburse the Bank and each Participantapplicable Recipient, within thirty (30) days after demand therefor, for the full amount of any Reimbursed Taxes or Other Taxes (including Reimbursed Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Bank or any Participant such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Reimbursed Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Authority shall not be obligated to reimburse the Bank any Recipient for any penalties, interest or expenses relating to Reimbursed Taxes or Other Taxes arising from the Banksuch Recipient’s gross negligence or willful misconduct. The Bank Each Credit Party and each Participant agrees to give notice to the Authority of the assertion of any claim against it relating to Reimbursed Taxes and Other Taxes as promptly as reasonably practicable after being notified of such claim; provided, however, that the failure by the Bank or such Participant Recipient to provide prompt notice shall not affect the Bank’s or such ParticipantRecipient’s rights under this Section 2.8. A certificate stating in reasonable detail the amount of such payment or liability delivered to the Authority by a Lender (with a copy to the Bank Administrative Agent), or any Participant by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. In addition, the Authority shall reimburse the Bank and each Participantany Recipient, within thirty (30) days after demand therefor, for any incremental Taxes that may become payable by the Bank or any Participant such Recipient as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Bank or any Participant such Recipient pursuant to clause (d), documentation evidencing the payment of Taxes.