Common use of Payer Tax Representation Clause in Contracts

Payer Tax Representation. For the purpose of Section 3(e) of this Agreement, Party A hereby makes the following representation: (i) It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Sections 2(e), 6(d)(ii) and 6(e) of this Agreement) to be made by it to Party B under this Agreement. In making this representation, it may rely on: (a) the accuracy of any representations made by Party B pursuant to Section 3(f) of this Agreement; (b) the satisfaction of the agreement of Party B contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by Party B pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (c) the satisfaction of the agreement of Party B contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (b) and Party B does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position. (ii) It (A) is entering into such Swap Transaction in the ordinary course of its trade as, and is, either (x) a recognized U.K. bank of (y) a recognized U.K. swaps dealer (in either case (x) or (y)), for purposes of the United Kingdom Inland Revenue Extra Statutory Concession on interest and currency swaps dated April 14, 1989), and (B) will bring into account payments made and received in respect of such Swap Transaction in computing its income for United Kingdom tax purposes.