Common use of Changes in Tax Laws Clause in Contracts

Changes in Tax Laws. In the event that, subsequent to the Closing Date, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender with any request or directive (whether or not having the force of law) from any Governmental Authority (x) does or shall subject Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunder, or change the basis of taxation of payments to Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes or franchise taxes imposed in lieu of net income taxes, or changes in the rate of such taxes); or (y) does or shall impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby; and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, as the case may be, then, in any such case, the Borrower shall promptly pay to Lender, upon its demand, any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any additional amounts pursuant to this Subsection 1.9, it shall promptly notify Borrower of the event by reason of which Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. There is no limitation on the number of times such a certificate may be submitted.

Changes in Tax Laws. In the event that, subsequent to the Closing Date, (i1) any changes in any existing law, regulation, treaty or directive from any Governmental Authority or in the interpretation or application thereofthereof by any Governmental Authority, (ii2) any new law, regulation, treaty or directive from any Governmental Authority enacted or any new interpretation or application thereof, or (iii3) compliance by any Lender with any request or directive (whether or not having the force of law) from any Governmental Authority made or issued after the Closing Date: (xi) does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans the Loan made hereunder, or change the basis of taxation of payments to any Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes or franchise taxes imposed in lieu of net income taxes, or changes in the rate of such taxesExcluded Taxes); or or (yii) does or shall impose on any Lender any other condition or increased cost in connection with the transactions contemplated herebyhereby or participations herein (except for Excluded Taxes); and the result of any of the foregoing is to increase the cost to any Lender of making or continuing any the Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, as the case may be, then, in any such case, the Borrower shall promptly pay to such Lender, upon its demand, any additional amounts necessary to compensate such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by such Lender with respect to this Agreement or the other Loan Documents. If any Lender becomes entitled to claim any additional amounts pursuant to this Subsection 1.9Section, it shall promptly notify Borrower of the event by reason of which such Lender has become so entitled. The Lender shall promptly notify Borrower if the event underlying Lender’s claim to any additional amounts pursuant to this Section is no longer applicable. A certificate as to any additional amounts payable pursuant to the foregoing sentence and a calculation thereof in reasonable detail submitted by such Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. There is no limitation on the number of times such a certificate may be submitted.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date, : (i1) any changes in any existing law, regulation, treaty or treaty, directive or in official pronouncement having the interpretation force of law or application thereof, or (ii2) any new law, regulation, treaty or treaty, directive enacted or any interpretation or application thereof, or or (iii3) compliance by Lender with any request or directive (whether or not having the force of law) from any Governmental Authority (x) governmental authority, agency or instrumentality, does or shall subject Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunder, or change the basis of taxation of payments to Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes or franchise taxes imposed in lieu of net income taxesgenerally by federal, state or local taxing authorities with respect to interest or commitment or other fees payable hereunder or changes in the rate of such taxestax on the overall net income of Lender); or (y) does or shall impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby; , and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, as the case may be, then, in any such case, the Borrower Borrowers, jointly and severally, shall promptly pay to Lender, upon its demand, any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any additional amounts pursuant to this Subsection 1.9subsection, it shall promptly notify Borrower Representative of the event by reason of which Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes. There is no limitation on purposes unless, within fifteen days following the number date of times such certificate, Borrower Representative delivers to Lender a certificate may be submittedwritten objection thereto setting forth the substantive basis for such objection in detail.

Changes in Tax Laws. In the event that, subsequent to the Closing Date, : (i1) any changes in any existing law, regulation, treaty or treaty, directive or in official pronouncement having the interpretation force of law or application thereof, or (ii2) any new law, regulation, treaty or treaty, directive enacted or any interpretation or application thereof, or or (iii3) compliance by Lender with any request or directive (whether or not having the force of law) from any Governmental Authority (x) governmental authority, agency or instrumentality, does or shall subject Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunder, or change the basis of taxation of payments to Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes or franchise taxes imposed in lieu of net income taxesgenerally by federal, state or local taxing authorities with respect to interest or commitment or other fees payable hereunder or changes in the rate of such taxestax on the overall net income of Lender); or (y) does or shall impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby; , and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, as the case may be, then, in any such case, the Borrower Borrowers, jointly and severally, shall promptly pay to Lender, upon its demand, any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any additional amounts pursuant to this Subsection 1.9subsection, it shall promptly notify Borrower Representative of the event by reason of which Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes. There is no limitation on purposes unless, within fifteen days following the number date of times such certificate, Borrower Representative delivers to Lender a certificate may be submittedwritten objection thereto setting forth the substantive basis for such objection in detail.

Changes in Tax Laws. In the event that, subsequent to the Closing Date, (i1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii3) compliance by Lender ▇▇▇▇▇▇ with any request or directive (whether or not having the force of law) from any Governmental Authority governmental authority, agency or instrumentality: (xa) does or shall subject Lender ▇▇▇▇▇▇ to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Revolving Loans made or Lender Guaranties issued hereunder, or change the basis of taxation of payments to Lender ▇▇▇▇▇▇ of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or changes in the rate of such taxeslocal taxing authorities with respect to interest or commitment or other fees payable hereunder); or or (yb) does or shall impose on Lender ▇▇▇▇▇▇ any other condition or increased cost in connection with the transactions contemplated hereby; and the result of any of the foregoing is to increase the cost to ▇▇▇▇▇▇ of issuing any Lender of Guaranties or making or continuing any Loan Revolving Loans hereunder, as the case may be, or to reduce any amount receivable hereunder, as the case may be, then, in any such case, the Borrower shall promptly pay to Lender▇▇▇▇▇▇, upon its demand, any additional amounts necessary to compensate Lender▇▇▇▇▇▇, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Lender ▇▇▇▇▇▇ with respect to this Agreement or the other Loan Documents. If Lender ▇▇▇▇▇▇ becomes entitled to claim any additional amounts pursuant to this Subsection 1.9subsection, it shall promptly notify Borrower of the event by reason of which Lender ▇▇▇▇▇▇ has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender ▇▇▇▇▇▇ to Borrower shall, absent manifest error, be finalsufficient to create an obligation of Borrower to pay ▇▇▇▇▇▇. If thereafter Borrower shows or ▇▇▇▇▇▇ realizes that a computation error has occurred, conclusive and binding for all purposes. There is no limitation on ▇▇▇▇▇▇ shall refund Borrower in the number of times such a certificate may be submittedappropriate amount.