Certain U Sample Clauses
Certain U. S. Subsidiaries Schedule 1.01(i) Closing Date Foreign Subsidiary Borrower Agreements Schedule 2.01 Commitments Schedule 2.04(a) Swingline Dollar Commitments Schedule 2.04(b) Swingline Foreign Currency Commitments Schedule 2.05(a) Existing Letters of Credit Schedule 3.01 Organization and Good Standing Schedule 3.04 Governmental Approvals Schedule 3.05 Specified Transaction Documents Schedule 3.08(b) Subsidiaries Schedule 3.08(c) Subscriptions Schedule 3.09 Litigation Schedule 3.13 Taxes Schedule 3.18 Mortgaged Properties Schedule 3.20 Labor Matters Schedule 3.21 Insurance Schedule 6.01 Indebtedness Schedule 6.02 Liens Schedule 6.04 Investments Schedule 6.07 Transactions with Affiliates AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 22, 2003 (this "Agreement"), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), TRW AUTOMOTIVE INC. (f/k/a TRW AUTOMOTIVE ACQUISITION CORP.), a Delaware corporation (the "U.S. Borrower"), the FOREIGN SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, ▇▇▇▇▇▇ COMMERCIAL PAPER INC., and DEUTSCHE BANK SECURITIES INC., each as co-syndication agent (in such capacity, a "Co-Syndication Agent"), and BANK OF AMERICA, N.A., as documentation agent (in such capacity, the "Documentation Agent"). Pursuant to or in connection with the Purchase Agreement (with such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article I), (a) the Equity Contributions were made, (b) the financing transactions described in this preamble were consummated, (c) the ▇▇▇▇▇ Equity Contribution, the ▇▇▇▇▇ Loan, the Newco UK Equity Contribution, the Newco UK Loan, the Foreign Acquiror Equity Contributions and the Foreign Acquiror Loans were consummated, (d) the Stock Purchases were consummated, and (e) fees and expenses (the "Transaction Costs") incurred in connection with the Transactions were paid.
Certain U. S. Shareholders (such as corporations and individual retirement accounts) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt U.S. Shareholders should enter the appropriate exempt payee code on IRS Form W-9. See the enclosed IRS Form W-9 for instructions. A U.S. Shareholder that is not a U.S. person and is not acting on behalf of a U.S. person should not complete IRS Form W-9. Instead, to establish an exemption from backup withholding, such U.S. Shareholder should properly complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, or W-8EXP, as applicable, attesting to such exempt status. An appropriate IRS Form W-8 may be obtained from the Transfer Agent or on the IRS website (w▇▇.▇▇▇.▇▇▇).
Certain U. S. federal income tax consequences of the sale of Shares pursuant to the Offer and the conversion of Shares pursuant to the Merger are described in Section 5. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND YOU SHOULD READ THEM CAREFULLY AND IN THEIR ENTIRETY BEFORE YOU MAKE ANY DECISION WITH RESPECT TO THE OFFER. THE TENDER OFFER
Certain U. S. FEDERAL INCOME TAX CONSEQUENCES The receipt of cash for Shares pursuant to the Offer or in the Merger will be a taxable transaction for U.S. federal income tax purposes under the Code and may also be a taxable transaction under applicable state, local or foreign tax laws. In general, a stockholder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount of cash received in exchange for the Shares sold and such stockholder's adjusted tax basis in such Shares. Assuming the Shares constitute capital assets in the hands of the stockholder, such gain or loss will be capital gain or loss. In the case of an individual stockholder, such capital gain generally will be subject to a maximum federal income tax rate of 20% if the individual has held the Shares for more than one year. Gain or loss will be calculated separately for each block of Shares tendered pursuant to the Offer or converted pursuant to the Merger. The deductibility of capital losses is subject to certain limitations. Prospective investors should consult their own tax advisors in this regard. In general, in order to prevent backup federal income tax withholding at a rate of 31% on the cash consideration to be received in the Offer or pursuant to the Merger, each stockholder who is not otherwise exempt from such requirements must provide such stockholder's correct taxpayer identification number (and certain other information) by completing the Substitute Form W-9 in the Letter of Transmittal. THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE TO CERTAIN TYPES OF STOCKHOLDERS, INCLUDING BROKER-DEALERS, STOCKHOLDERS WHO ACQUIRED SHARES PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION, INDIVIDUALS WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED STATES AND FOREIGN CORPORATIONS.
Certain U. S. Federal and French Income Tax Consequences of the Merger... 23
Certain U. S. Subsidiaries Schedule 1.01(i) Closing Date Foreign Subsidiary Borrower Agreements Schedule 2.01 Commitments Schedule 2.04(a) Swingline Dollar Commitments Schedule 2.04(b) Swingline Foreign Currency Commitments Schedule 2.05(a) Existing Letters of Credit Schedule 3.01 Organization and Good Standing Schedule 3.04 Governmental Approvals Schedule 3.05 Specified Transaction Documents Schedule 3.08(b) Subsidiaries Schedule 3.08(c) Subscriptions Schedule 3.09 Litigation Schedule 3.13 Taxes Schedule 3.18 Mortgaged Properties Schedule 3.20 Labor Matters Schedule 3.21 Insurance Schedule 6.01 Indebtedness Schedule 6.02 Liens Schedule 6.03 Sale and Lease-Back Transactions Schedule 6.04(h) Existing Investments Schedule 6.04(u) Permitted Intercompany Investments Schedule 6.07 Transactions with Affiliates
Certain U. S. Sales and Use Taxes. Optimal may invoice Buyer the amount of any U.S. state or local sales or use taxes imposed on Optimal under applicable law in connection with the sale of equipment and inventory under this Agreement, and if applicable, will list the taxing jurisdiction imposing the Tax on such invoice. Buyer agrees to pay all such U.S. state or local sales or use Taxes to Optimal which are stated on an invoice submitted by Optimal promptly upon receipt of such invoice. Optimal agrees to timely remit such Taxes to the appropriate taxing authorities.
Certain U. S. state and local Taxes. In the case of any Tax ---------------------------------- Indemnitee, any Tax (other than a sales, use, rental or value-added tax) which is imposed by any government or other taxing authority of or in any state of the United States and which is imposed on, based on or measured by the gross or net income, gross or net receipts, earnings, gains, capital stock or net worth of such Tax Indemnitee (including any such Tax collected by withholding at source);
Certain U. S. FEDERAL INCOME TAX