Taxes Yield Protection and Illegality Sample Clauses
The "Taxes, Yield Protection and Illegality" clause primarily allocates responsibility for taxes, regulatory changes, and legal compliance between the parties to a financial agreement. It typically requires the borrower to compensate the lender for any additional costs or losses resulting from changes in tax laws, regulations, or the imposition of new taxes that affect the lender's expected return. Additionally, it addresses situations where changes in law make the agreement illegal or impossible to perform, often providing mechanisms for early termination or adjustment of terms. This clause ensures that lenders are protected from unforeseen legal or tax-related risks, maintaining the economic balance of the transaction and providing a clear process for handling regulatory changes.
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Taxes Yield Protection and Illegality. 3.01 Taxes.
Taxes Yield Protection and Illegality. 3.01 Taxes
(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Borrower, any other Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws by such Borrower, such other Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.
(ii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Borrower or such other Loan Party, as the case may be, shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions on account of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(iii) If any Borrower, any other Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws...
Taxes Yield Protection and Illegality. 66 3.01 Taxes....................................................................................................................................................................................66 3.02 Illegality...............................................................................................................................................................................70 3.03 Inability to Determine Rates.............................................................................................................................................70
Taxes Yield Protection and Illegality. APPOINTMENT OF LEAD BORROWER
Taxes Yield Protection and Illegality. 1.01 Taxes
(a) [Intentionally Omitted].
Taxes Yield Protection and Illegality. Maker agrees with Holder that Maker will perform the obligations and Holder is entitled to the benefits and protections of Article III of the Crown Credit Agreement with the same effect as if those provisions were set forth herein in full; provided, however, that (i) the references in such Article to "Agent", "
Taxes Yield Protection and Illegality. Section 4.1 Taxes Section 4.2 Illegality Section 4.3 Increased Costs and Reduction of Return Section
Taxes Yield Protection and Illegality. 3.01 Taxes.
(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If the Code or any other applicable Laws (as determined in the good faith discretion of the Administrative Agent or a Loan Party, as applicable require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, including both United States and Canadian federal backup withholding and withholding taxes, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding upon the basis of the information and documentation it has received pursuant to subsection (e) below.
(ii) The applicable Loan Party or the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after such withholding or the making of such deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
Taxes Yield Protection and Illegality. 34 3.01. Taxes..........................................................................................................34 3.02. Illegality.....................................................................................................38 3.03. Inability to Determine Rates......................................................................39 3.04. Increased Costs..........................................................................................39
Taxes Yield Protection and Illegality. 4.1 Taxes 4.2 Illegality 4.3 Increased Costs and Reduction of Return 4.4 Funding Losses 4.5 Inability to Determine Rates 4.6 Certificates of Lenders 4.7 Survival ARTICLE V.