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SEC Filings

BRISTOW GROUP INC filed this Form 8-K on 04/23/2018
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  (k) A UK Non-Bank Lender shall promptly notify the Obligors’ Agent and the Agent if there is any change in the position from that set out in the Tax Confirmation.


18.3 Tax indemnity


  (a) Bristow Helicopters Limited shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.


  (b) Clause 18.3(a) shall not apply:


  (i) with respect to any Tax assessed on a Finance Party:


  (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or


  (B) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or


  (ii) to the extent a loss, liability or cost:


  (A) is compensated for by an increased payment under Clause 18.2; or


  (B) would have been compensated for by an increased payment under Clause 18.2 but was not so compensated solely because one of the exclusions in Clause 18.2(d) applied; or


  (C) relates to a FATCA Deduction required to be made by a Party.


  (c) A Protected Party making, or intending to make a claim under Clause 18.3(a) shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Obligors’ Agent.


  (d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 18.3, notify the Agent.



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