Common use of Other Tax Certificates Clause in Contracts

Other Tax Certificates. Each Indemnified Tax Person agrees to use reasonable efforts to deliver to the Administrative Agent and any Loan Party, promptly upon any request therefor from time to time by the Administrative Agent or such Loan Party, such forms, documents and information as may be required by applicable treaty, law or regulation from time to time and to file all appropriate forms to obtain a certificate or other appropriate documents from the appropriate Governmental Authorities to establish that payments made in respect of any Alternate Currency Loan or Letter of Credit denominated in an Alternate Currency by such Loan Party can be made without (or at a reduced rate of) withholding of Taxes, provided that if such Indemnified Tax Person is or becomes unable by virtue of any applicable treaty, law or regulation, to establish such exemption or reduction, such Loan Party shall nonetheless remain obligated under Subsection 3.6(a) to pay the amounts described therein, and provided further, that no Indemnified Tax Person shall be required to take any action hereunder which, in the sole discretion of such Indemnified Tax Person, would cause such Indemnified Tax Person or any affiliate thereof to suffer a material economic, legal or regulatory disadvantage.

Appears in 2 contracts

Samples: Year Credit Agreement (Tiffany & Co), Year Credit Agreement (Tiffany & Co)

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Other Tax Certificates. Each Indemnified Tax Person agrees to use reasonable efforts to deliver to any Credit Party or the Administrative Agent and any Loan PartyAgent, promptly upon any reasonable request therefor from time to time by such Credit Party or the Administrative Agent or such Loan PartyAgent, such certificates, forms, documents and information as may be required by applicable treatylaw, law regulation, order, directive, guideline or regulation treaty from time to time and to file all appropriate forms to obtain a certificate certificate, form or other appropriate documents from the appropriate Governmental Authorities to establish that payments made in respect of any Alternate Currency Loan or Letter of Credit denominated in an Alternate Currency by such Loan Credit Party can be made without (or at a reduced rate of) deduction or withholding of Indemnified Taxes, provided PROVIDED, HOWEVER, that if such Indemnified Tax Person is or becomes unable by virtue of any change in applicable law, regulation or treaty, law or regulation, to establish such exemption or reduction, such Loan Credit Party shall nonetheless remain obligated under Subsection 3.6(aSection 3.9(a) to pay the amounts described therein, and provided further, PROVIDED FURTHER that no Indemnified Tax Person shall be required to take any action hereunder under this Section 3.9(f) which, in the sole discretion of such Indemnified Tax Person, would cause such Indemnified Tax Person or any affiliate thereof to suffer a material economic, legal or regulatory disadvantage.

Appears in 1 contract

Samples: Credit Agreement (Valmont Industries Inc)

Other Tax Certificates. Each Indemnified Tax Person agrees to use ---------------------- reasonable efforts to deliver to any Credit Party or the Administrative Agent and any Loan PartyAgent, promptly upon any reasonable request therefor from time to time by such Credit Party or the Administrative Agent or such Loan PartyAgent, such certificates, forms, documents and information as may be required by applicable treatylaw, law regulation, order, directive, guideline or regulation treaty from time to time and to file all appropriate forms to obtain a certificate certificate, form or other appropriate documents from the appropriate Governmental Authorities to establish that payments made in respect of any Alternate Currency Loan or Letter of Credit denominated in an Alternate Currency Advance by such Loan Credit Party can be made without (or at a reduced rate of) deduction or withholding of Indemnified Taxes, provided provided, however, that if such -------- ------- Indemnified Tax Person is or becomes unable by virtue of any change in applicable law, regulation or treaty, law or regulation, to establish such exemption or reduction, such Loan Credit Party shall nonetheless remain obligated under Subsection 3.6(aSection 2.12(a) to pay the amounts described therein, and provided further, further -------- ------- that no Indemnified Tax Person shall be required to take any action hereunder under this Section 2.12(f) which, in the sole discretion of such Indemnified Tax Person, would cause such Indemnified Tax Person or any affiliate thereof to suffer a material economic, legal or regulatory disadvantage.

Appears in 1 contract

Samples: Credit Agreement (Total Renal Care Holdings Inc)

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Other Tax Certificates. Each Indemnified Tax Person agrees to use reasonable efforts to deliver to any Credit Party or the Administrative Agent and any Loan PartyAgent, promptly upon any reasonable request therefor from time to time by such Credit Party or the Administrative Agent or such Loan PartyAgent, such certificates, forms, documents and information as may be required by applicable treatylaw, law regulation, order, directive, guideline or regulation treaty from time to time and to file all appropriate forms to obtain a certificate certificate, form or other appropriate documents from the appropriate Governmental Authorities to establish that payments made in respect of any Alternate Currency Loan or Letter of Credit denominated in an Alternate Currency by such Loan Credit Party can be made without (or at a reduced rate of) deduction or withholding of Indemnified Taxes, provided provided, however, that if such Indemnified Tax Person is or becomes unable by virtue of Table of Contents any change in applicable law, regulation or treaty, law or regulation, to establish such exemption or reduction, such Loan Credit Party shall nonetheless remain obligated under Subsection 3.6(aSection 3.9(a) to pay the amounts described therein, and provided further, further that no Indemnified Tax Person shall be required to take any action hereunder under this Section 3.9(f) which, in the sole discretion of such Indemnified Tax Person, would cause such Indemnified Tax Person or any affiliate thereof to suffer a material economic, legal or regulatory disadvantage.

Appears in 1 contract

Samples: Credit Agreement (Valmont Industries Inc)

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