Common use of Treatment of Refunds Clause in Contracts

Treatment of Refunds. If any Agent or any Lender determines, in its reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amount paid, by the Loan Party under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, attributable to such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such amount to such Governmental Authority. This paragraph 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. Notwithstanding anything to the contrary in this clause (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than 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.

Treatment of Refunds. If any the Administrative Agent or any Lender determines, in its reasonable sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party the Borrower or with respect to which any Loan Party the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amount amounts paid, by the Loan Party Borrower under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred in connection with such refund of the Administrative Agent or such Lender, attributable to such refund as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); , provided that the Loan PartyBorrower, upon the request of the Administrative Agent or such Lender, agrees agree to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority, other than such penalties, interest, or other charges imposed as a result of the willful misconduct or gross negligence of the Administrative Agent hereunder) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such amount refund to such Governmental Authority. This paragraph subsection shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to any Loan Party the Borrower or any other Person. Notwithstanding anything the foregoing, upon the reasonable request of the Borrower, a Lender or the Administrative Agent as applicable, shall in its sole discretion, exercised in good faith, use reasonable efforts to cooperate with the contrary in this clause (e), in no event will Borrower with a view to obtaining a refund of any Taxes with respect to which the indemnified party be required to pay Borrower has paid any amount to an indemnifying party Gross-Up Payment pursuant to this clause (e) Section 3.01 and which the payment of which would place Borrower, reasonably believes were not correctly or legally asserted by the indemnified party in a less favorable net after-Tax position than 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 paidrelevant Governmental Authority.

Treatment of Refunds. If any the Administrative Agent or any Lender determines, in its reasonable sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party the Borrower or with respect to which any Loan Party the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amount amounts paid, by the Loan Party Borrower under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred in connection with such refund of the Administrative Agent or such Lender, attributable to such refund as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); , provided that the Loan PartyBorrower, upon the request of the Administrative Agent or such Lender, agrees agree to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed 42 by the relevant Governmental Authority, other than such penalties, interest, or other charges imposed as a result of the willful misconduct or gross negligence of the Administrative Agent hereunder) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such amount refund to such Governmental Authority. This paragraph subsection shall not be construed to require the Administrative Agent or any Lender to make available its Tax tax returns (or any other information relating to its Taxes taxes that it deems confidential) to any Loan Party the Borrower or any other Person. Notwithstanding anything the foregoing, upon the reasonable request of the Borrower, a Lender or the Administrative Agent as applicable, shall in its sole discretion, exercised in good faith, use reasonable efforts to cooperate with the contrary in this clause (e), in no event will Borrower with a view to obtaining a refund of any Taxes with respect to which the indemnified party be required to pay Borrower has paid any amount to an indemnifying party Gross-Up Payment pursuant to this clause (e) Section 3.01 and which the payment of which would place Borrower, reasonably believes were not correctly or legally asserted by the indemnified party in a less favorable net after-Tax position than 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 paidrelevant Governmental Authority.

Treatment of Refunds. If any Agent or any Lender Party determines, in its reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the a Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amount paid, by the Loan Party under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such LenderLender Party, attributable to such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon the request of the Administrative Agent or such LenderLender Party, agrees to repay the amount paid over to the any Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender Party in the event the Administrative Agent or such Lender Party is required to repay such amount to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender Party 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. Notwithstanding anything to the contrary in this clause (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than 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.