GMRA wikitext: Difference between revisions

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:(ii) If the {{gmraprov|first party}} reasonably decides, instead of entering into such replacement {{gmraprov|Transaction}}s, to replace or unwind any hedging {{gmraprov|Transaction}}s which the {{gmraprov|first party}} entered into in connection with the {{gmraprov|Transaction}} so terminating, or to enter into any replacement hedging {{gmraprov|Transaction}}s, the other party shall be required to pay to the {{gmraprov|first party}} the amount determined by the {{gmraprov|first party}} in good faith to be equal to the loss or expense incurred in connection with entering into such replacement or unwinding (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement or unwinding; provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the {{gmraprov|first party}} to the other party.<br>
:(ii) If the {{gmraprov|first party}} reasonably decides, instead of entering into such replacement {{gmraprov|Transaction}}s, to replace or unwind any hedging {{gmraprov|Transaction}}s which the {{gmraprov|first party}} entered into in connection with the {{gmraprov|Transaction}} so terminating, or to enter into any replacement hedging {{gmraprov|Transaction}}s, the other party shall be required to pay to the {{gmraprov|first party}} the amount determined by the {{gmraprov|first party}} in good faith to be equal to the loss or expense incurred in connection with entering into such replacement or unwinding (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement or unwinding; provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the {{gmraprov|first party}} to the other party.<br>
:(l) Each party shall immediately notify the other if an {{gmraprov|Event of Default}}, or an event which, upon the serving of a {{gmraprov|Default Notice}}, would be an {{gmraprov|Event of Default}}, occurs in relation to it.<br>
:(l) Each party shall immediately notify the other if an {{gmraprov|Event of Default}}, or an event which, upon the serving of a {{gmraprov|Default Notice}}, would be an {{gmraprov|Event of Default}}, occurs in relation to it.<br>
'''{{gmraprov|11}}. {{gmraprov|Tax Event}}'''<br>
:(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 {{gmraprov|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 {{gmraprov|Transaction}}.<br>
:(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 {{gmraprov|11(a)(i)}} or {{gmraprov|11(a)(ii)}} above has occurred and affects the notifying party.<br>
:(c) Where this paragraph applies, the party giving the notice referred to in sub paragraph {{gmraprov|11(a)}}  may, subject to sub paragraph {{gmraprov|(d) below, terminate the {{gmraprov|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 {{gmraprov|Repurchase Date}}.<br>
:(d) If the party receiving the notice referred to in sub paragraph {{gmraprov|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 {{gmraprov|Party A}}gainst the adverse effect referred to in sub paragraph {{gmraprov|11(a)}} so far as relates to the relevant {{gmraprov|Transaction}} and the original {{gmraprov|Repurchase Date}} will continue to apply.<br>
:(e) Where a {{gmraprov|Transaction}} is terminated as described in; this paragraph, the party which has given the notice to terminate shall indemnify the other {{gmraprov|Party A}}gainst any reasonable legal and other professional expenses incurred by the other {{gmraprov|Party B}}y 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.<br>
:(f) This paragraph is without prejudice to paragraph {{gmraprov|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.<br>