Common use of Changes in Tax Laws Clause in Contracts

Changes in Tax Laws. In the event that, subsequent to the initial advance under the Loan, (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, agency or instrumentality, does or shall (A) subject Lender to any tax of any kind whatsoever with respect to this Agreement or the other Loan Documents, 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, imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or any other amounts payable hereunder or changes in the rate of tax on the overall net income, overall receipts or capital of Lender); or (B) impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby (a “Change in Tax Law”); and the result of any of the foregoing is to increase the cost to Lender of making or continuing the Loans hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to Lender, within ten (10) days after notice and demand from Lender, additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount receivable, (which notice shall be accompanied by a statement setting forth the basis for such claim and a calculation of the amount thereof in reasonable detail).

Appears in 2 contracts

Sources: Loan and Security Agreement (Nimblegen Systems Inc), Loan and Security Agreement (Nimblegen Systems Inc)

Changes in Tax Laws. In the event that, subsequent to the initial advance under the LoanClosing 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 CoBank with any request or directive (whether or not having the force of law) from any Governmental Authority, agency or instrumentality, : (i) does or shall (A) subject Lender CoBank to any tax of any kind whatsoever with respect to this Agreement or Agreement, the other Loan DocumentsDocuments or any Loans made or any Letters of Credit issued hereunder, or change the basis of taxation of payments to Lender CoBank 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, imposed generally by federal, state or local taxing authorities with respect to interest or commitment or other fees or any other amounts payable hereunder or changes in the rate of tax on the overall net income, overall receipts or capital income of LenderCoBank); or (ii) does or (B) shall impose on Lender CoBank any other condition or increased cost in connection with the transactions contemplated hereby (a “Change in Tax Law”)or participations herein; and the result of any of the foregoing is to increase the cost to Lender CoBank of making or continuing the Loans any Loan or of issuing any Letters of Credit hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to LenderCoBank, within ten (10) days after notice and demand from Lenderupon its demand, any additional amounts necessary to compensate LenderCoBank, on an after-tax basis, for such additional cost or reduced amount receivable, (which notice as determined by CoBank with respect to this Agreement or the other Loan Documents. If CoBank becomes entitled to claim any additional amounts pursuant to this Subsection 1.13, it shall be accompanied by a statement setting forth the basis for such claim and a calculation promptly notify Borrower of the amount thereof in reasonable detail)event by reason of which CoBank has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by CoBank 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.

Appears in 1 contract

Sources: Credit Agreement (Surewest Communications)