Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 16 contracts
Samples: Fourth Amendment (Cornerstone Building Brands, Inc.), Credit Agreement (Core & Main, Inc.), First Amendment (Core & Main, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the BorrowerBorrower Representative, each Lender and Agent to which the any Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower Representative the opportunity to contest, and reasonably cooperate with the Borrower Representative in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower Representative the opportunity to so contest unless the Borrower Representative shall have confirmed in writing to such Lender or Agent its such Borrower’s obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower Borrowers shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower Representative in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower Representative the opportunity to contest, or cooperate with the Borrower Representative in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 13 contracts
Samples: Credit Agreement (Core & Main, Inc.), Credit Agreement (SiteOne Landscape Supply, Inc.), Credit Agreement (Core & Main, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or Section 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 12 contracts
Samples: Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 7 contracts
Samples: Credit Agreement (Atkore International Group Inc.), Credit Agreement (Envision Healthcare Corp), Intercreditor Agreement (Atkore International Group Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Agent and Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent or Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Agent or Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Agent or Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent or Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent or Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 6 contracts
Samples: Intercreditor Agreement (Us LBM Holdings, Inc.), Intercreditor Agreement (Us LBM Holdings, Inc.), Credit Agreement (Great North Imports, LLC)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Agent and Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent or Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Agent or Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Agent or Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent or Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded such Taxes, if such Agent or Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 6 contracts
Samples: Term Loan Credit Agreement (US Foods Holding Corp.), Term Loan Credit Agreement (US Foods Holding Corp.), Term Loan Credit Agreement (US Foods Holding Corp.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Agent and Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent or Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Agent or Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Agent or Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent. Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent or Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 5 contracts
Samples: Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the applicable Borrower, each Agent, Lender and Agent Issuing Lender to which the any Borrower is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent, Lender or Agent Issuing Lender shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Agent, Lender or Agent Issuing Lender its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Agent, Lender or Agent Issuing Lender for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent, Lender or Agent Issuing Lender shall be required to afford the such Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent, Lender or Agent Issuing Lender in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 4 contracts
Samples: Abl Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.), Credit Agreement (Hd Supply, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the applicable Borrower, each Agent, Lender and Agent Issuing Lender to which the any Borrower is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax Taxes giving rise to such payment; provided that (i) such Agent, Lender or Agent Issuing Lender shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Agent, Lender or Agent Issuing Lender its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Agent, Lender or Agent Issuing Lender for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded TaxTaxes; provided, however, that notwithstanding the foregoing no Agent, Lender or Agent Issuing Lender shall be required to afford the such Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent, Lender or Agent Issuing Lender in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 4 contracts
Samples: Assumption Agreement (Veritiv Corp), Credit Agreement (Veritiv Corp), Assumption Agreement (Veritiv Corp)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 3 contracts
Samples: Credit Agreement (RSC Equipment Rental, Inc.), The Credit Agreement (RSC Holdings Inc.), Credit Agreement (RSC Equipment Rental, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 4.8 or 4.114.9, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 3 contracts
Samples: Credit Agreement (Graphic Packaging International, LLC), Assignment and Assumption (International Paper Co /New/), Credit Agreement (Graphic Packaging Corp)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Agent, Lender and Agent Issuing Bank to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent, Lender or Agent Issuing Bank shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Agent, Lender or Agent Issuing Bank its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Agent, Lender or Agent Issuing Bank for its reasonable attorneys’ and accountants’ fees and disbursements incurred Incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent, Lender or Agent Issuing Bank shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent, Lender or Agent Issuing Bank in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 3 contracts
Samples: Credit Agreement (Frontdoor, Inc.), Credit Agreement (Frontdoor, Inc.), Credit Agreement (Servicemaster Global Holdings Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 3 contracts
Samples: Credit Agreement (New Sally Holdings, Inc.), Credit Agreement (VWR International, Inc.), Credit Agreement (VWR International, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the each applicable Borrower, each Lender and Agent to which the any Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the any Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the any Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower Borrowers shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the any Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the any Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 3 contracts
Samples: Credit Agreement (Univar Solutions Inc.), Credit Agreement (Mauser Group B.V.), Credit Agreement (Mauser Group B.V.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Agent, Lender and Agent LC Facility Issuing Bank to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent, Lender or Agent LC Facility Issuing Bank shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Agent, Lender or Agent LC Facility Issuing Bank its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Agent, Lender or Agent LC Facility Issuing Bank for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent, Lender or Agent LC Facility Issuing Bank shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent, Lender or Agent LC Facility Issuing Bank in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 3 contracts
Samples: Credit Agreement (Servicemaster Co), Credit Agreement (Servicemaster Co), Credit Agreement (Servicemaster Co)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection Section 4.10 or Section 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 3 contracts
Samples: Credit Agreement (Herc Holdings Inc), Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount make a payment pursuant to Subsection 4.10 or 4.11Section 3.9 and Section 3.10, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded such Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay make such amounts payment pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded such Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 3 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Investment Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its the Borrower’s obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 3 contracts
Samples: Credit Agreement (Floor & Decor Holdings, Inc.), Credit Agreement (Floor & Decor Holdings, Inc.), Credit Agreement (FDO Holdings, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Sirva Inc), Credit and Guarantee Agreement
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the relevant Borrower, each Lender and Agent to which the such Borrower is required to pay any additional amount pursuant to Subsection 4.10 Section 2.20 or 4.112.21, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contestparticipate, and as may reasonably cooperate be requested by such Borrower, with the Borrower such Lender or Participant in contesting, contesting the imposition of any cost or Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent Participant shall not be required to afford the such Borrower the opportunity to so contest participate unless the such Borrower shall have confirmed in writing to paid such Lender or Agent its obligation to pay such additional amounts pursuant to this Agreement Section 2.20 or 2.21 and (ii) the such Borrower shall reimburse such Lender or Agent Participant for its reasonable attorneys’ legal and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such cost or Non-Excluded Tax; provided, howeverfurther, that notwithstanding the foregoing no Lender or Agent Participant shall be required to afford the a Borrower the opportunity to contest, participate with such Lender or cooperate with the Borrower Participant in contesting, contesting the imposition of any Non-Excluded Taxes, if such Lender or Agent Participant in its sole discretion (exercised in good faith faith) determines that to do so would have an adverse effect on it.
Appears in 2 contracts
Samples: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the applicable Borrower, each Agent, and Lender and Agent to which the any Borrower is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent or Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Agent or Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Agent or Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent or Lender or Agent shall be required to afford the such Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent or Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 2 contracts
Samples: Credit Agreement (Us Foods, Inc.), Pooling Agreement (Great North Imports, LLC)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent Credit Party to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) no such Lender or Agent Credit Party shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent Credit Party its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent Credit Party for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent Credit Party shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent Credit Party in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 2 contracts
Samples: Credit Agreement (Servicemaster Global Holdings Inc), Credit Agreement (Servicemaster Global Holdings Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Parent Borrower, each Lender and Agent to which the Parent Borrower is required to pay any additional amount pursuant to Subsection Section 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Parent Borrower the opportunity to contest, and reasonably cooperate with the Parent Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Parent Borrower the opportunity to so contest unless the Parent Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Parent Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Parent Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing foregoing, no Lender or Agent shall be required to afford the Parent Borrower the opportunity to contest, or cooperate with the Parent Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent Lender, in its sole discretion in good faith faith, determines that to do so would have an adverse effect on it.
Appears in 2 contracts
Samples: Credit Agreement (Hertz Global Holdings Inc), Credit Agreement (Hertz Global Holdings Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Agent and Lender and Agent to which the Borrower any additional amount is required to pay any additional amount be paid pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent or Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Agent or Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Agent or Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent or Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent or Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (Abacus Life, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or Section 4.11, and any Participant in respect of whose #88946885v8 participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Non- Excluded Taxes, if such Lender or Agent in its sole reasonable discretion in good faith determines that to do so would have an adverse effect on it.. (b) If a Lender changes its applicable lending office (other than (i) pursuant to clause (c) below or (ii) after an Event of Default under Subsection 9.1(a), (b), (h) or (i) has occurred and is continuing) and the effect of such change, as of the date of such change, would be to cause the Borrower to become obligated to pay any additional amount under Subsection 4.10 or 4.11, the Borrower shall not be obligated to pay such additional amount. (c) If a condition or an event occurs which would, or would upon the passage of time or giving of notice, result in the payment of any additional amount to any Lender or Agent by the Borrower pursuant to Subsection 4.10 or 4.11 or result in Affected Loans or commitments to make Affected Loans being automatically converted to ABR Loans or commitments to make ABR Loans, as the case may be, pursuant to Subsection 4.9, such Lender or Agent shall promptly notify the Borrower and the Administrative Agent and such Lender or Agent shall take
Appears in 1 contract
Samples: Credit Agreement (Cornerstone Building Brands, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the BorrowerBorrower or Blue Star Group, as the case may be, each Lender and Agent to which the Borrower or Blue Star Group, as the case may be, is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower or Blue Star Group, as the case may be, the opportunity to contest, and reasonably cooperate with the Borrower or Blue Star Group, as the case may be, in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower or Blue Star Group, as the case may be, the opportunity to so contest unless the Borrower or Blue Star Group, as the case may be, shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower or Blue Star Group, as the case may be, shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Borrower or Blue Star Group, as the case may be, in contesting the imposition of such Non-Excluded Tax; provided, however, however that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower or Blue Star Group, as the case may be, the opportunity to contest, or cooperate with the Borrower or Blue Star Group, as the case may be, in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an a material adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the theeach applicable Borrower, each Lender and Agent to which the theany Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the theany Borrower the opportunity to contest, and reasonably cooperate with the thesuch Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the theany Borrower the opportunity to so contest unless the thesuch Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower BorrowerBorrowers shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the theany Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the theany Borrower the opportunity to contest, or cooperate with the theany Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 Section 2.19 or 4.112.20, and any Participant participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided PROVIDED that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity so to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.,
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Day International Group Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 4.8 or 4.114.9, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, however that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (Relocation Management Systems Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon ----------------------------------------------------------- the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 4.11 or 4.114.12, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, 108 and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent -------- shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (CDW Holding Corp)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 Section 2.19 or 4.112.20, and any Participant participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity so to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Day International Group Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (RSC Holdings Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection Section 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Parent Borrower, each Lender and Agent to which the Parent Borrower is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Parent Borrower the opportunity to contest, and reasonably cooperate with the Parent Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Parent Borrower the opportunity to so contest unless the Parent Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Parent Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Parent Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Parent Borrower the opportunity to contest, or cooperate with the Parent Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Parent Borrower, each Lender and Agent to which the any Borrower is required to pay any additional amount pursuant to Subsection Section 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the any Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the any Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower Borrowers shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the any Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing foregoing, no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the any Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent Lender, in its sole reasonable discretion in after good faith consultation with Parent Borrower, determines that to do so would have an a material adverse effect on itwith respect to the Taxes of Lender that is not reimbursed by Parent Borrower.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 4.10, 4.11 or 4.1111.5, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the 100 such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Agent, Lender and Agent Issuing Lender to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent, Lender or Agent Issuing Lender shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Agent, Lender or Agent Issuing Lender its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Agent, Lender or Agent Issuing Lender for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent, Lender or Agent Issuing Lender shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent, Lender or Agent Issuing Lender in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (HSI IP, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or Section 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition #94013791v1296130652v5 1008495241v11008495241v6 #96130652v7 of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon a)Upon the request, and at the expense expense, of the Borrower, each Agent, Lender and Agent Issuing Bank to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent, Lender or Agent Issuing Bank shall not be required to afford the Borrower the opportunity to so contest unless the 116 [[5629054]] Borrower shall have confirmed in writing to such Agent, Lender or Agent Issuing Bank its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Agent, Lender or Agent Issuing Bank for its reasonable attorneys’ and accountants’ fees and disbursements incurred Incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent, Lender or Agent Issuing Bank shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent, Lender or Agent Issuing Bank in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (Frontdoor, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the BorrowerBorrowers, each Lender and Agent to which the Borrower is Borrowers are required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Parent Borrower the opportunity to contest, and reasonably cooperate with the Parent Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Parent Borrower the opportunity to so contest unless the Borrower Borrowers shall have confirmed in writing to such Lender or Agent its their joint and several obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower Borrowers shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Parent Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Parent Borrower the opportunity to contest, or cooperate with the Parent Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (RSC Holdings Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and out-of-pocket disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement Agreement; and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided 62 56 that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, however that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, however that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or Section 4.11, and any Participant in respect of whose 1002368556v5 #88946885v8 participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the BorrowerBorrowers, each Lender and Agent to which the Borrower is Borrowers are required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Parent Borrower the opportunity to contest, and reasonably cooperate with the Parent Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Parent Borrower the opportunity to so contest unless the Borrower Borrowers shall have confirmed in writing to such Lender or Agent its their joint and several obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower Borrowers shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Parent Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Parent Borrower the opportunity to contest, or cooperate with the Parent Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Agent and Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent or Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Agent or Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Agent or Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent or Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Excludedsuch Taxes, if such Agent or Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Credit Agreement (Trans-Porte, Inc.)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Parent Borrower, each Lender and Agent to which the any Borrower is required to pay any additional amount pursuant to Subsection Section 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the any Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the any Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower Borrowers shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the any Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing foregoing, no Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the any Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent Lender, in its sole reasonable discretion in after good faith consultation with Parent Borrower, determines that to do so would have an a material adverse effect on it.with respect to the Taxes of Lender that is not reimbursed by Parent Borrower. 158
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each the Lender and Agent to which the Borrower in respect of any additional amount is required to pay any additional amount be paid pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such the Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such the Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such the Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such the Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
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Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the BorrowerBorrower Representative, each Lender and Agent to which the any Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower Representative the opportunity to contest, and reasonably cooperate with the Borrower Representative in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower Representative the opportunity to so contest unless the Borrower Representative shall have confirmed in writing to such Lender or Agent its such Borrower’s obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower Borrowers shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower Representative in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower Representative the opportunity to contest, or cooperate with the Borrower Representative in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.. 116
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the applicable Borrower, each Agent, Lender and Agent Issuing Bank to which the any Borrower is required to pay any additional amount pursuant to Subsection 4.10 subsection 3.10 or 4.113.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent, Lender or Agent Issuing Bank shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Agent, Lender or Agent Issuing Bank its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Agent, Lender or Agent Issuing Bank for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent, Lender or Agent Issuing Bank shall be required to afford the such Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent, Lender or Agent Issuing Bank in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Issuing Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Non- Excluded Tax giving rise to such payment; provided that (i) such Lender or Issuing Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Issuing Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Issuing Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Issuing Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Issuing Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the applicable Borrower, each Agent and Lender and Agent to which the any Borrower is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Agent or Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Agent or Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Agent or Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Agent or Lender or Agent shall be required to afford the such Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Agent or Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Revolving Credit Agreement (Great North Imports, LLC)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or Section 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any NonNon- 1 Note that breakage has been removed as (i) inapplicable to Term SOFR due to the risk-free nature of SOFR and (ii) section as in effect only contemplates covering LIBOR. Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense of the applicable Borrower, each Lender and Issuing Lender and Agent to which any of the Borrower Borrowers is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the such Borrower the opportunity to contest, and reasonably cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Issuing Lender or Agent shall not be required to afford the such Borrower the opportunity to so contest unless the such Borrower shall have confirmed in writing to such Lender or Issuing Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the such Borrower shall reimburse such Lender or Issuing Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the such Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Issuing Lender or Agent shall be required to afford the any Borrower the opportunity to contest, or cooperate with the such Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Issuing Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 Section 2.19 or 4.112.20, and any Participant participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity so to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its 49 reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Day International Group Inc)
Certain Rules Relating to the Payment of Additional Amounts. (a) Upon the request, and at the expense expense, of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided PROVIDED that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ ' and accountants’ ' fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; providedPROVIDED, however, HOWEVER that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.
Appears in 1 contract
