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GMRA Anatomy™
In a Nutshell™ Clause 11:
Template:Nutshell GMRA 11
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Global Master Repurchase Agreement full text of Clause 11:
11. Tax Event
(a) This paragraph shall apply if either party notifies the other that
- (i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this Agreement); or
- (ii) a change in the fiscal or regulatory regime (including, but not limited to, a change in law or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party's reasonable opinion, have a material adverse effect on that party in the context of a Transaction.
(b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub paragraph 11(a)(i) or 11(a)(ii) above has occurred and affects the notifying party.
(c) Where this paragraph applies, the party giving the notice referred to in sub paragraph 11(a) may, subject to sub paragraph {{gmraprov|(d) below, terminate the Transaction with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the Repurchase Date.
(d) If the party receiving the notice referred to in sub paragraph 11(a) so elects, it may override that notice by giving a counter notice to the other party. If a counter notice is given, the party which gives the counter notice will be deemed to have agreed to indemnify the other Party Against the adverse effect referred to in sub paragraph 11(a) so far as relates to the relevant Transaction and the original Repurchase Date will continue to apply.
(e) Where a Transaction is terminated as described in; this paragraph, the party which has given the notice to terminate shall indemnify the other Party Against any reasonable legal and other professional expenses incurred by the other Party By reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph.
(f) This paragraph is without prejudice to paragraph 6(b) (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.
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