Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), will not be less than the amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply: (a) to any Taxes that would not have been imposed but for the beneficial owner, or a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner if the beneficial owner is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (i) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States; (iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax; (iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or; (v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes; (d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment; (e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union; (f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes; (h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or (j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.
Appears in 8 contracts
Sources: Supplemental Indenture (Fidelity National Information Services, Inc.), Supplemental Indenture (Fidelity National Information Services, Inc.), Supplemental Indenture (Fidelity National Information Services, Inc.)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each the Holder (including, for purposes of this Section 4, the beneficial owner owner) of this Note who is not a United States Non-U.S. Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such Notes this Note to be then due and payablepayable (such amounts, the “Additional Amounts”); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such Holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such ▇▇▇▇▇▇’s past or present status as a passive foreign investment company or company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “10-percent shareholder’’ Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code;
(viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any successor provisionlaw implementing or complying with, or introduced in order to conform to, such Directive; or;
(ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (viii) in the ordinary course of its trade or business;
(b) this Section 4(a); nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that who is a fiduciary, fiduciary or partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, such fiduciary or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof, would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional AmountHolder.
Appears in 8 contracts
Sources: Note (Wal Mart Stores Inc), Note (Wal Mart Stores Inc), Global Security Note (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of principal and interest on the Notes shall will be made by or on behalf free and clear of the Company and without withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein charge (collectively, “Taxes”) imposed by any Relevant Taxing Jurisdiction, unless the withholding of such withholding or deduction Taxes is required by lawlaw or the official interpretation or administration thereof. If such withholding or deduction is required by lawThe Issuer will, subject to the Company shall exceptions and limitations set forth below, pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, of and interest on, such Noteson the Notes to a Holder who is not a United States person for United States federal income tax purposes, after such deduction for any present or future Taxes of any Relevant Taxing Jurisdiction, imposed by withholding or deduction (including any withholding or deduction on such Additional Amounts)with respect to the payment, will not be less than the amount provided in such Notes to be then due and payableHolder would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts additional amounts shall not apply:
(a) to any Taxes that would not have been are imposed but for or withheld solely by reason of the Holder or beneficial owner, owner of the Notes (or a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner Holder if the beneficial owner Holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, ) being considered as:
(i) being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(ii) having a current or former connection relationship with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder)States, including being or having been a relationship as a citizen or resident of the United Statesthereof;
(iii) being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company corporation that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ ” of the Issuer or the Company under the Notes within the meaning of Section section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provisionprovisions; or;
(v) being or having been a bank receiving payments on an extension interest described in section 881(c)(3)(A) of credit made pursuant to a loan agreement entered into in the ordinary course of its trade Code or businessany successor provisions;
(b) to any Holder that is not the sole beneficial owner of such Notesthe Note, or a portion of such Notesthereof, or that is a fiduciary, partnership fiduciary or limited liability companypartnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been are imposed but for or withheld solely by reason of the failure of the Holder or beneficial owner to (i) comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States a Relevant Taxing Jurisdiction of the Holder or beneficial owner of such NotesNote, if compliance is required by statute, statute or by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party Relevant Taxing Jurisdiction as a precondition to relief or exemption from such TaxesTaxes (including the submission of an applicable United States Internal Revenue Service (“IRS”) Form W-8 (with any required attachments)) or (ii) comply with any information gathering and reporting requirements or to take any similar action (including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding by a Relevant Taxing Jurisdiction that is available to payments received by or on behalf of the Holder;
(d) to any Tax Taxes that is are imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been are imposed but for or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 fifteen (15) days after the payment becomes due or is duly provided for, whichever occurs later;
(gf) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains wealth or personal property tax or a similar Taxestax, assessment or governmental charge;
(g) to any Taxes required to be withheld by any Paying Agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other Paying Agent;
(h) to any Taxes that would not have been are imposed but for or levied by reason of the presentation by the Holder or beneficial owner of such Note, (where presentation is required, required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable payable, except to the extent that the Holder or beneficial owner thereof would have been entitled to additional amounts had the Notes been presented for payment on any date on which payment thereof is duly provided for, whichever occurs laterduring such thirty (30) day period;
(i) to any backup withholding or deduction that is any Taxes imposed on a payment pursuant to under Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements Code, any current or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any future regulations or official lawinterpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement or interpretations thereof implementing an intergovernmental approach theretoentered into in connection with the implementation of such sections of the Code; or
(j) in the case of any combination of any items (a) through (i) above). The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notesthereto. Except as specifically provided in by this Section 2.174.14, the Company Issuer and the Guarantors shall not be required to make any payment for with respect to any taxestax, duties, assessments assessment or governmental charges of whatever nature charge imposed by any government or a political subdivision or taxing authority of thereof or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amounttherein.
Appears in 5 contracts
Sources: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
Payment of Additional Amounts. (a) All payments of principal, interest, and premium, if any, in respect of the Notes shall will be made by or on behalf of the Company free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, dutiesassessments, assessments duties or governmental charges of whatever naturenature imposed, imposed levied or levied collected by the United States (or any political subdivision or taxing authority thereof or therein (collectivelyhaving power to tax), “Taxes”) unless such withholding or deduction is required by law. If such withholding law or deduction is required by lawthe official interpretation or administration thereof.
(b) The Company will, subject to the Company shall exceptions and limitations set forth below, pay to each beneficial owner who is not a United States Person (as defined below) additional interest in respect of the Notes such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notesin respect of the Notes to a Holder who is not a United States person (as defined below), after such withholding or deduction for any present or future tax, assessment, duties or other governmental charge imposed by the United States (including or any withholding political subdivision or deduction on such Additional Amountstaxing authority thereof or therein having power to tax), will not be less than the amount provided in such the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts additional amounts shall not apply:
(ai) to the extent any Taxes that tax, assessment or other governmental charge would not have been imposed but for the Holder (or the beneficial ownerowner for whose benefit such Holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner Holder if the beneficial owner Holder is an estate, trust, partnership or corporation, or a Person person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i1) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(ii2) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such the Notes, the receipt of any payment in respect of the Notes or the enforcement of any rights thereunderhereunder), including being or having been a citizen or resident of the United States;
(iii3) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States for U.S. federal income tax purposes, a foreign tax-exempt organization, or a foreign personal holding company corporation that has accumulated earnings to avoid United States U.S. federal income tax;
(iv4) being or having been a “10-percent shareholder’’ ” of the Company within the meaning of Section as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code, ”) or any successor provision; or;
(v5) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;
(bii) to any Holder that is not the sole beneficial owner of such the Notes, or a portion of such the Notes, or that is a fiduciary, partnership or partnership, limited liability companycompany or other fiscally transparent entity, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or partnership, limited liability company or other fiscally transparent entity would not have been entitled to the payment of any Additional Amounts an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(ciii) to the extent any Taxes tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or beneficial owner any other person to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxestax, assessment or other governmental charge;
(div) to any Tax tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(ev) to any Tax tax, assessment or other governmental charge required to be withheld by any the Paying Agent from any payment of principal of or interest on the any Notes, if such payment can be made without such withholding by at least one any other Paying Agent in a Member State of the European Unionpaying agent;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(gvi) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxestax, assessment or other governmental charge, or excise tax imposed on the transfer of Notes;
(hvii) to the extent any Taxes that tax, assessment or other governmental charge would not have been imposed but for the presentation by the Holder or beneficial owner of such any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs laterlater except to the extent that the beneficiary or Holder thereof would have been entitled to the payment of additional amounts had such Note been presented for payment on any day during such 30-day period;
(iviii) to any withholding tax, assessment or deduction that is other governmental charge imposed on a payment pursuant to Sections under sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements (or any amended or successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code, whether currently in effect or as published and amended from time to time;
(ix) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, agreement regulation, or interpretations thereof implementing an intergovernmental approach theretoadministrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; or
(jx) in the case of any combination of items the above Sections 3.03(b)(i) – 3.03(b)(xi).
(ac) through As used in Section 3.02, and this Section 3.03, the term “United States” means the United States of America, its territories and possessions, the states of the United States and the District of Columbia, and the term “United States person” means (i) above. The Notes are subject in all cases to any taxindividual who is a citizen or resident of the United States for U.S. federal income tax purposes, fiscal (ii) a corporation, partnership or other law entity created or regulation organized in or administrative under the laws of the United States, any state of the United States or judicial interpretation applicable the District of Columbia (other than a partnership that is not treated as a United States person for United States federal income tax purposes), (iii) any estate the income of which is subject to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware U.S. federal income taxation regardless of its requirement source, or (iv) any trust if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or if a valid election is in place to pay any Additional Amounttreat the trust as a United States person.
Appears in 5 contracts
Sources: Twentieth Supplemental Indenture (Stryker Corp), Eighteenth Supplemental Indenture (Stryker Corp), Sixteenth Supplemental Indenture (Stryker Corp)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction forIf, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), will not be less than the amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(a) to any Taxes that would not have been imposed but for the beneficial owner, or a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner if the beneficial owner is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of any change in applicable law, regulation or treaty, or in any official application or interpretation thereof after the ownership date of such Notesthis Agreement or, if later, the receipt date a bank becomes a Bank hereunder, the Company is required by law or regulation to make any deduction, withholding or backup withholding of any payment taxes, levies, imposts, duties, fees, liabilities or the enforcement similar charges of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder America, any possession or beneficial owner of such Notes, if compliance is required by statute, by regulation territory of the United States of America (including the Commonwealth of Puerto Rico) or any taxing authority therein or by an applicable income tax treaty area subject to which the jurisdiction of the United States is of America (“U.S. Taxes”) from any payments to a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding Bank in respect of Loans then or thereafter outstanding, or other amounts owing hereunder, the amount payable by the Company or will be increased to the Paying Agent amount which, after deduction from the payment;
(e) to any Tax such increased amount of all U.S. Taxes required to be withheld by any Paying Agent from any payment of principal of or interest on deducted therefrom, will yield the Notes, if such payment can amount required under this Agreement to be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach with respect thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, that the Company shall not be required to make pay any payment for additional amount pursuant to this subsection (c) to any taxesBank that (i) is not, dutieson the date this Agreement is executed by such Bank or, assessments if later, the date such Bank became a Bank hereunder, either (x) entitled to submit Form W-8 BEN relating to such Bank and entitling it to a complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans, Form W-8 BEN relating to all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans or governmental charges Form W-8 BEN relating to such Bank and entitling it to a complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans (or, in any such case, such successor forms as shall be adopted from time to time by the Internal Revenue Service), or (y) a U.S. person (as such term is defined in Section 7701(a)(30) of whatever nature imposed by the Code), or (ii) has failed to submit any government form or certificate that it was required to file pursuant to subsection (a) of this Section 11.18 and entitled to file under applicable law, or (iii) is no longer entitled to submit Form W-8 BEN or Form W-8 ECI as a political subdivision result of any change in circumstances other than a change in applicable law, regulation or taxing authority of treaty or in any government official application or political subdivisionthe account of any Bank pursuant to this subsection (c), then such Bank will agree to use reasonable efforts to change the jurisdiction of its applicable lending office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank, is not otherwise disadvantageous to such Bank. Neither Within thirty (30) days after the Trustee nor Company’s payment of any such U.S. Taxes, the Paying Agent Company shall have any responsibility or liability deliver to the Agent, for the determinationaccount of the relevant Bank(s), verification originals or calculation certified copies of official tax receipts evidencing such payment thereof or other evidence of payment reasonably satisfactory to the Agent. The obligations of the Company under this subsection (c) shall survive the payment in full of the Loans and the termination of the Commitments. If any Bank or the Agent determines it has received or been granted a refund, credit against, relief or remission for, or repayment of, any taxes paid or payable by it because of any Additional Amounts. The U.S. Taxes paid by the Company shall give prompt notice and evidenced by such a tax receipt, such Bank or Agent shall, to the Trustee upon becoming aware extent it can do so without prejudice to the retention of the amount of such refund, credit, relief, remission or repayment, pay to the Company such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Company had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its requirement tax affairs in whatever manner it deems fit nor oblige any Bank or the Agent to pay disclose any Additional Amountinformation relating to its tax affairs or any computations in connection with such taxes.
Appears in 5 contracts
Sources: Unsecured Credit Agreement (Empire District Electric Co), Unsecured Credit Agreement (Empire District Electric Co), Unsecured Credit Agreement (Empire District Electric Co)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the "Additional Amounts"); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such holder's past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a “precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10-percent shareholder’’ % shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (vii) in the ordinary course of its trade or business;
(b) this Section 4(a); nor shall any Additional Amounts be paid to any Holder that holder who is not a fiduciary or partnership or other than the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only this Note to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 4 contracts
Sources: Note Agreement (Wal Mart Stores Inc), Note Agreement (Wal Mart Stores Inc), Note Agreement (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each holder or beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), will not be less than the amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(a) to any Taxes that would not have been imposed but for the holder or the beneficial owner, or a fiduciary, settlor, beneficiary, member or shareholder of the holder or the beneficial owner if the holder or the beneficial owner is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign tax exempt organization or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(gf) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(hg) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(ih) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(ji) in the case of any combination of items (a) through (ih) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.172.16, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.
Appears in 4 contracts
Sources: Supplemental Indenture (Fidelity National Information Services, Inc.), Supplemental Indenture (Fidelity National Information Services, Inc.), Supplemental Indenture (Fidelity National Information Services, Inc.)
Payment of Additional Amounts. All payments in respect The Company shall pay to a Holder who is a United States Alien (as defined below) such additional amounts (the “Additional Amounts”) as may be necessary so that every net payment of principal of and interest on the Notes shall be made by Subordinated Notes, after deduction or on behalf of the Company without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesassessment or other governmental charge imposed upon such Holder, assessments or governmental charges by reason of whatever naturethe making of such payment, imposed or levied by the United States or any taxing authority thereof or therein (collectivelytherein, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), will not be less than the amount provided for in such the Subordinated Notes to be then due and payable; provided. The Company shall not be required, however, that the foregoing obligation to pay make any payment of any Additional Amounts shall not applyfor or on account of:
(a) to any Taxes that tax, assessment or other governmental charge which would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership or corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a Person holding citizen or resident or treated as a power over an estate resident thereof or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or present therein, or having or having had a permanent establishment in the United States;
therein, or (ii) having a current or former connection with the United States (other than a connection arising solely as a result presentation of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, Subordinated Notes appertaining thereto for payment on a date more than 30 10 days after the date on which such payment became becomes due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
b) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
c) any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status as a passive foreign investment company, a controlled foreign corporation, a personal holding company or foreign personal holding company with respect to the United States, or as a corporation which accumulates earnings to avoid United States federal income tax;
d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of, or interest on, the Subordinated Notes;
e) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of, or interest on, the Subordinated Notes if such payment can be made without withholding by any other paying agent;
f) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the Holder or beneficial owner of the Subordinated Notes, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
g) any tax, assessment or other governmental charge imposed on interest received by (i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and related Treasury the regulations and pronouncements or any successor provisions thereto that may be promulgated thereunder) of the Company of (that are substantially comparable and not materially more onerous ii) a controlled foreign corporation with respect to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach theretothe Company within the meaning of the Code; or
(jh) in the case of any combination of items (a), (b), (c), (d), (e), (f) through and (i) above. The Notes are subject in all cases g); nor shall any Additional Amounts be paid to any tax, fiscal Holder who is a fiduciary or partnership or other law than the sole beneficial owner of such Subordinated Notes appertaining thereto to the extent that a beneficiary or regulation or administrative or judicial interpretation applicable settlor with respect to such Notes. Except as specifically provided in this Section 2.17fiduciary, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision member of such partnership or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall a beneficial owner thereof would not have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice been entitled to the Trustee upon becoming aware payment of its requirement to pay any such Additional AmountAmounts had such beneficiary, settlor, member or beneficial owner been the Holder of the Subordinated Notes appertaining thereto.
Appears in 3 contracts
Sources: Supplemental Indenture (Lehman Brothers Holdings Inc), Supplemental Indenture (Lehman Brothers Holdings Inc), Supplemental Indenture (Lehman Brothers Holdings Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by If any deduction or on behalf of the Company without withholding or deduction for, or on account of, for any present or future taxes, duties, assessments or other governmental charges of whatever nature, imposed or levied by the United States (x) Bermuda or any taxing political subdivision or governmental authority thereof or therein having power to tax, (collectivelyy) any jurisdiction, “Taxes”other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) unless such withholding any other jurisdiction, other than the United States, in which the Company or deduction a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax shall at any time be required by law. If such withholding jurisdiction (or deduction is required any such political subdivision or taxing authority) in respect of any amounts to be paid by lawthe Company or a successor corporation under the Notes, the Company shall or a successor corporation will pay to each beneficial owner who is not a United States Person (Holder of Notes as defined below) additional interest, such additional amounts (“"Additional Amounts”") on such Notes as are may be necessary in order that the net payment by the Company amounts paid to such holder of such Notes who, with respect to any such tax, assessment or the Paying Agent other governmental charge, is not resident in, or a withholding agent of the principal citizen of, and premium, if any, and interest on, such Notesjurisdiction, after such withholding deduction or deduction (including any withholding or deduction on such Additional Amounts)withholding, will shall be not be less than the amount provided specified in such Notes to be then due and payablewhich such Holder is entitled; provided, however, that the foregoing obligation Company or a successor corporation shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(a) to any Taxes Any tax, assessment or other governmental charge that would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership partnership, limited liability company or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
therein, (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later, or (iii) the presentation of a Note for payment in Bermuda or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere;
(b) Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(c) Any tax, assessment or other governmental charge that is payable otherwise than by withholding from payment of principal of, premium, if any, or any interest on the Notes;
(d) Any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a request of the Company addressed to the Holder (i) to any withholding provide information, documents or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 other evidence concerning the nationality, residence or identity of the Code Holder or such beneficial owner or (ii) to make and related Treasury regulations and pronouncements deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any successor provisions thereto information or reporting requirements, which, in the case of (that are substantially comparable and not materially more onerous i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to comply with) and any regulations exemption from all or official lawpart of such tax, agreement assessment or interpretations thereof implementing an intergovernmental approach theretoother governmental charge; or
(je) in the case of any Any combination of items (a), (b), (c) through and (id) above. The Notes are subject in all cases ; nor shall Additional Amounts be paid with respect to any taxpayment of the principal of, fiscal or any premium or interest on, any Note to any Holder who is a fiduciary or partnership or limited liability company or other law or regulation or administrative or judicial interpretation applicable than the sole beneficial owner of such payment to the extent such Notes. Except as specifically provided in this Section 2.17, the Company shall not payment would be required to make by the laws of (x) Bermuda or any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax to be included in the income for tax purposes of a beneficiary or in any government settlor with respect to such fiduciary or political subdivision. Neither a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation Holder of any Additional Amountssuch Note. The Company shall give prompt notice provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes, if any, by the Company. Copies of such documentation shall be made available to the Trustee Holders of the Notes or the Paying Agent, as applicable, upon becoming aware of its requirement request therefor. All references in this Indenture to pay principal of, premium, if any, and interest on the Notes shall include any Additional AmountAmounts payable by the Company in respect of such principal, such premium, if any, and such interest.
Appears in 3 contracts
Sources: Indenture (Global Crossing Holdings LTD), Indenture (Global Crossing LTD), Indenture (Global Crossing LTD LDC)
Payment of Additional Amounts. All payments in respect The Company shall pay to any Holder (which term, for purposes of the Notes shall this Section 4, includes each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be made by necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or on behalf of the Company without withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges of whatever nature, charge imposed or levied upon such Holder by the United States of America or any political subdivision or taxing authority thereof or therein (collectivelyincluding any tax, “Taxes”) unless such withholding assessment or deduction is required by law. If such withholding or deduction is required by law, other governmental charge imposed on the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes so paid as are necessary provided for in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amountsthis Section 4(a)), will not be less than the amount provided in such Notes this Note to be then due and payablepayable (such amounts, the “Additional Amounts”); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been is imposed but for or withheld solely by reason of (A) the beneficial ownerexistence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments or enforcement of rights in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership or corporation, and the United States, including such Holder, or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holderpossessor, being considered as:
(i1) being or having been a citizen or resident or treated as a resident of the United States, (2) being or having been present in, or engaged in a trade or business in in, the United States States, (3) being treated as having been present in, or engaged in a trade or business in, the United States, or (4) having or having had a permanent establishment in the United States;
(ii) having a current any estate, inheritance, gift, sales, transfer, excise, personal property or former connection with the United States (similar tax, assessment or other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United Statesgovernmental charge;
(iii) being any tax, assessment or having been other governmental charge imposed by reason of such Holder’s past or present status a personal holding company, a controlled foreign corporation, a passive foreign investment company or a controlled foreign corporation private foundation or other foreign tax-exempt organization with respect to the United States or as a foreign personal holding company corporation that has accumulated accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having been a “10-percent shareholder’’ other governmental charge which is payable otherwise than by withholding from payment of the Company within the meaning principal of Section 871(h)(3) of the Codeor premium, if any, or any successor provision; orinterest on such Holder’s Notes;
(v) being a bank receiving payments any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on an extension of credit this Note if such payment can be made pursuant to a loan agreement entered into in the ordinary course of its trade or businesswithout withholding by any other paying agent;
(bvi) to any Holder that is not the sole beneficial owner of such Notestax, assessment or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that other governmental charge which would not have been imposed but for the failure of the Holder or beneficial owner to comply (to the extent that it is legally able to do so) with a request to satisfy any applicable certification, identification information, documentation or information other reporting requirements concerning the nationality, residence, identity or connection connections with the United States of the Holder or beneficial owner of such NotesHolder, if such compliance is required by statute, statute or by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party U.S. Treasury Department as a precondition to relief or exemption from such Taxestax, assessment or other governmental charge;
(dvii) any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any Tax agreement (including any intergovernmental agreement) entered into in connection therewith;
(viii) any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment reason of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(gix) to any estatetax, inheritance, gift, sales, excise, transfer, wealth, capital gains assessment or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is other governmental charge imposed on interest received by (A) a payment pursuant to Sections 1471 through 1474 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply withthe Company within the meaning of Section 864(d)(4) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach theretoof the Code; or
(jx) in the case of any combination of items (ai), (ii), (iii), (iv), (v), (vi), (vii), (viii) through and (iix) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.174(a). In addition, to the extent described below, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional AmountAmounts to any Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity. This exception will apply to a Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity only to the extent a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment subject to the tax, assessment or other governmental charge as to which withholding or another deduction occurs.
Appears in 3 contracts
Sources: Note Agreement (Wal Mart Stores Inc), Global Security Note (Wal Mart Stores Inc), Note Agreement (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of (a) The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, of and interest on, such Noteson the Notes to a Holder who is not a United States person (as defined below), after such withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States (including any withholding or deduction on with respect to the payment of such Additional Amountsadditional amounts), will not be less than the amount provided in such the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts additional amounts shall not apply:
(a1) to any Taxes tax, assessment or other governmental charge that would not have been is imposed but for by reason of the Holder (or the beneficial ownerowner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder or beneficial owner if the Holder or beneficial owner is an estate, trust, partnership partnership, corporation or corporationother entity, or a Person person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(ia) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(iib) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such the Notes, the receipt of any payment thereon or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iiic) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the for United States federal income tax purposes or a foreign personal holding company corporation that has accumulated earnings to avoid United States federal income tax;
(ivd) being or having been a “10-percent shareholder’’ ” of the Company within the meaning of as defined in Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or;
(ve) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b2) to any Holder that is not the sole beneficial owner of such the Notes, or a portion of such the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts such additional amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c3) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or beneficial owner any other person to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the such Holder or beneficial owner of such Notesother person, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from from, or reduction in, such Taxestax, assessment or other governmental charge;
(d4) to any Tax tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from payments on the Paying Agent from the paymentNotes;
(e5) to any Tax required to be withheld by any Paying Agent from any payment of principal of tax, assessment or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxestax, assessment or other governmental charge;
(h7) to any Taxes tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by presenting such Note (where presentation is required) to at least one other paying agent;
(8) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder or beneficial owner of such any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i9) to any withholding tax, assessment or deduction other governmental charge that is imposed on or withheld solely by reason of the beneficial owner being a payment pursuant bank (i) purchasing the Notes in the ordinary course of its lending business or (ii) that is neither (A) buying the Notes for investment purposes only nor (B) buying the Notes for resale to a third-party that either is not a bank or holding the Notes for investment purposes only;
(10) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements (or any amended or successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and provisions), any current or future regulations or official lawinterpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or interpretations thereof implementing an any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental approach theretoagreement entered into in connection with the implementation of such sections of the Code; or
(j11) in the case of any combination of items (a1), (2), (3), (4), (5), (6), (7), (8), (9), and (10).
(b) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such the Notes. Except as specifically provided in under this Section 2.173.01, the Company shall will not be required to make any payment for any taxestax, duties, assessments assessment or other governmental charges of whatever nature charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither .
(c) As used under this Section 3.01 and Section 2.08 hereof, the Trustee nor term “United States” means the Paying Agent shall have United States of America (including the states of the United States and the District of Columbia and any responsibility political subdivision thereof) and the term “United States person” means any individual who is a citizen or liability resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the determinationlaws of the United States, verification any state of the United States or calculation the District of Columbia (other than a partnership that is not treated as a United States person under any Additional Amounts. The Company shall give prompt notice applicable Treasury regulations), or any estate or trust the income of which is subject to the Trustee upon becoming aware United States federal income taxation regardless of its requirement to pay any Additional Amountsource.
Appears in 3 contracts
Sources: Supplemental Indenture (Fedex Corp), Supplemental Indenture (Fedex Corp), Supplemental Indenture (Fedex Corp)
Payment of Additional Amounts. All payments in respect The Company shall pay to the Holder (including, for purposes of the Notes shall this Section 4, each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be made by necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or on behalf of the Company without withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges of whatever nature, charge imposed or levied upon such Holder by the United States of America or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such Notes this Note to be then due and payablepayable (such amounts, the “Additional Amounts”); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such Holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a other governmental charge imposed on foreign personal holding company, company income or by reason of such Holder’s past or present status as a passive foreign investment company or company, a controlled foreign corporation or a personal holding company with respect to the United States of America or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “10-percent shareholder’’ Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code;
(viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any successor provisionlaw implementing or complying with, or introduced in order to conform to, such Directive; or;
(ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (viii) in the ordinary course of its trade or business;
(b) this Section 4(a); nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that who is a fiduciary, fiduciary or partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof, would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional AmountHolder.
Appears in 2 contracts
Sources: Note (Wal Mart Stores Inc), Note (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of The Issuers will, subject to the Notes shall be made by or on behalf of the Company without withholding or deduction forlimitations and exceptions set forth below, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) Holder such additional amounts (“the "Additional Amounts”") on such Notes as are may be necessary in order that the every net payment by the Company or the Paying Agent or a withholding agent deemed payment of the principal of(i) principal, premium, Liquidated Damages and premiuminterest, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), will not be less than the amount provided in such Notes with respect to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(a) to any Taxes that would not have been imposed but for the beneficial ownera Note, or a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner if the beneficial owner is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest net proceeds on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in sale or exchange of a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, each after deduction or withholding for payment or on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 account of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the government of The Bahamas or any government authority thereof or therein having power to tax, will result in the receipt by the Holders of the amounts that would have been received by them had no such deduction or withholding been required; provided, however, that no such Additional Amounts shall be payable in respect of any Note for:
(1) any tax, duty, assessment, or other governmental charge which would not have been imposed but for the fact that such Holder:
(a) is a resident, domiciliary or national of, or engaged in business or maintains a permanent establishment or was physically present in, The Bahamas or any political subdivision thereof or taxing authority therein or otherwise has some connection with The Bahamas other than the mere ownership of, or receipt of payment under, such Note;
(b) presented such Note for payment in The Bahamas or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; or
(c) presented such Note for payment more than 30 days after the date on which the payment in any government respect of such Note became due and payable or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determinationprovided for, verification or calculation of any Additional Amounts. The Company shall give prompt notice whichever is later, except to the Trustee upon becoming aware extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of its requirement 30 days;
(2) any estate, inheritance, gift, sales, transfer, or similar tax, assessment or other governmental charge or any taxes, duties, assessments or other governmental charges that are payable otherwise than by deduction or withholding from payments on the Securities;
(3) any tax, duty, assessment, or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to pay any the extent that the beneficial owner would not have been entitled to the payment of Additional Amount.Amounts had the beneficial owner directly held the Note; or
Appears in 2 contracts
Sources: Indenture (Sun International Hotels LTD), Indenture (Sun International North America Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to any Holder (which term, for purposes of this Section 4, includes each beneficial owner owner) of this Note who is not a United States Non-U.S. Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment by the Company or the Paying Agent or a withholding agent of the principal of, of and premium, if any, and interest on, on this Note to such NotesHolder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such withholding Holder by the United States of America or deduction (including any withholding taxing authority thereof or deduction on such Additional Amounts)therein, will not be less than the amount provided in such Notes this Note to be then due and payablepayable (such amounts, the “Additional Amounts”); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in and the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United StatesStates or being or having been engaged in trade or business or present in the United States or (B) the presentation of such Notes for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such Holder’s past or present status as a passive foreign investment company or company, a controlled foreign corporation or a personal holding company with respect to the United States or as a foreign personal holding company corporation that has accumulated accumulates earnings to avoid United States U.S. federal income tax;
(iv) being any tax, assessment or having been a “10-percent shareholder’’ other governmental charge which is payable otherwise than by withholding from payment of the Company within the meaning principal of Section 871(h)(3) of the Codeor premium, if any, or any successor provision; orinterest on such Holder’s Notes;
(v) being a bank receiving payments any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on an extension of credit this Note if such payment can be made pursuant to a loan agreement entered into in the ordinary course of its trade or businesswithout withholding by any other paying agent;
(bvi) to any Holder that is not the sole beneficial owner of such Notestax, assessment or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that other governmental charge which would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable our request to comply with certification, identification information, documentation or information other reporting requirements concerning the nationality, residence, identity or connection connections with the United States of the Holder or beneficial owner of such NotesHolder, if such compliance is required by statute, statute or by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party U.S. Treasury Department as a precondition to relief or exemption from such Taxestax, assessment or other governmental charge, including, without limitation, any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);
(dvii) to any Tax tax, assessment or other governmental charge imposed on interest received by (B) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that is imposed otherwise than by withholding by may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Paying Agent from Company within the paymentmeaning of Section 864(d)(4) of the Code;
(eviii) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to Sections 1471 through 1474 that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the Code European Union’s Economic and related Treasury regulations and pronouncements Financial Affairs Council, or any successor provisions thereto (that are substantially comparable and not materially more onerous law implementing or complying with, or introduced in order to comply with) and any regulations or official lawconform to, agreement or interpretations thereof implementing an intergovernmental approach theretosuch Directive; or
(jix) in the case of any combination of items (ai), (ii), (iii), (iv), (v), (vi), (vii) through and (iviii) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.175(a). In addition, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional AmountAmounts to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to that fiduciary or a member of that partnership or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.
Appears in 2 contracts
Sources: Note Agreement (Wal Mart Stores Inc), Global Security Note (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the "Additional Amounts"); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such holder's past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a “precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10-percent shareholder’’ % shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (vii) in the ordinary course of its trade or business;
(b) this Section 4(a); nor shall any Additional Amounts be paid to any Holder that holder who is not a fiduciary partnership or other than the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only this Note to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 2 contracts
Sources: Note Agreement (Wal Mart Stores Inc), Note Agreement (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, If any present or future taxes, duties, assessments or other governmental charges of whatever nature, are imposed or levied by the jurisdiction, other than the United States States, where C▇▇▇▇▇ Parent or a successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any taxing jurisdiction, other than the United States, from or through which the Payor makes a payment on the Debt Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (collectively, the “TaxesRelevant Tax Jurisdiction”) unless such withholding or deduction is required by law. If such withholding or deduction is required by lawin respect of any payments under the Debt Securities, including any Guarantee with respect to any series of Debt Securities, the Company Payor shall pay to each beneficial owner who is not Holder of a United States Person (as defined below) Debt Security, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, amounts paid to such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), Holder will be not be less than the amount provided specified in such Notes Debt Security to be then due and payablewhich such holder is entitled; provided, however, that the foregoing obligation Payor shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(a) to any Taxes that tax, assessment or other governmental charge which would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such holder (or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident of the Relevant Tax Jurisdiction or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
Relevant Tax Jurisdiction or (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Debt Security (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;
(ib) to any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or deduction in respect of) principal of, premium, if any, or any interest on, the Debt Securities;
(d) any tax, assessment or other governmental charge that is imposed on a payment pursuant to Sections 1471 through 1474 or withheld by reason of the Code and related Treasury regulations and pronouncements failure by the holder or any successor provisions thereto (that are substantially comparable and not materially more onerous the beneficial owner of the Debt Security to comply with) and any regulations with a request of the Payor addressed to the holder to provide information, documents or official lawother evidence concerning the nationality, agreement residence or interpretations thereof implementing an intergovernmental approach theretoidentity of the holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or
(je) in the case of any combination of items (a) through (i) the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Debt Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of such Debt Security. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company Payor shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither provide the Trustee nor with the Paying Agent official acknowledgment of the relevant tax authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice be made available to the Trustee holders of the Debt Securities or the paying agent, as applicable, upon becoming aware of its requirement to pay any Additional Amountrequest therefor.
Appears in 2 contracts
Sources: Indenture Agreement (Cooper Industries LTD), Indenture Agreement (Cooper Crouse-Hinds, LLC)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by If any deduction or on behalf of the Company without withholding or deduction for, or on account of, for any present or future taxes, duties, assessments or other governmental charges of whatever nature, imposed or levied by the United States (x) Bermuda or any taxing political subdivision or governmental authority thereof or therein having power to tax, (collectivelyy) any jurisdiction, “Taxes”other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) unless such withholding any other jurisdiction, other than the United States, in which the Company or deduction a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax shall at any time be required by law. If such withholding jurisdiction (or deduction is required any such political subdivision or taxing authority) in respect of any amounts to be paid by lawthe Company or a successor corporation under the Notes, the Company or a successor corporation shall pay to each beneficial owner who is not a United States Person (Holder of Notes as defined below) additional interest, such additional amounts (“"Additional Amounts”") on such Notes as are may be necessary in order that the net payment by the Company amounts paid to such holder of such Notes who, with respect to any such tax, assessment or the Paying Agent other governmental charge, is not resident in, or a withholding agent of the principal citizen of, and premium, if any, and interest on, such Notesjurisdiction, after such withholding deduction or deduction (including any withholding or deduction on such Additional Amounts)withholding, will shall be not be less than the amount provided specified in such Notes to be then due and payablewhich such Holder is entitled; provided, however, that the foregoing obligation Company or a successor corporation shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(a) to any Taxes Any tax, assessment or other governmental charge that would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership partnership, limited liability company or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
therein, (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later, or (iii) the presentation of a Note for payment in Bermuda or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere;
(b) Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(c) Any tax, assessment or other governmental charge that is payable otherwise than by withholding from payment of principal of, premium, if any, or any interest on the Notes;
(d) Any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a request of the Company addressed to the Holder (i) to any withholding provide information, documents or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 other evidence concerning the nationality, residence or identity of the Code Holder or such beneficial owner or (ii) to make and related Treasury regulations and pronouncements deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any successor provisions thereto information or reporting requirements, which, in the case of (that are substantially comparable and not materially more onerous i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to comply with) and any regulations exemption from all or official lawpart of such tax, agreement assessment or interpretations thereof implementing an intergovernmental approach theretoother governmental charge; or
(je) in the case of any Any combination of items (a), (b), (c) through and (id) above. The Notes are subject in all cases ; nor shall Additional Amounts be paid with respect to any taxpayment of the principal of, fiscal or any premium or interest on, any Note to any Holder who is a fiduciary or partnership or limited liability company or other law or regulation or administrative or judicial interpretation applicable than the sole beneficial owner of such payment to the extent such Notes. Except as specifically provided in this Section 2.17, the Company shall not payment would be required to make by the laws of (x) Bermuda or any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax to be included in the income for tax purposes of a beneficiary or in any government settlor with respect to such fiduciary or political subdivision. Neither a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation Holder of any Additional Amountssuch Note. The Company shall give prompt notice provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes, if any, by the Company. Copies of such documentation shall be made available to the Trustee Holders of the Notes or the Paying Agent, as applicable, upon becoming aware of its requirement request therefor. All references in the Indenture to pay principal of, premium, if any, and interest on the Notes shall include any Additional AmountAmounts payable by the Company in respect of such principal, such premium, if any, and such interest.
Appears in 2 contracts
Sources: Indenture (Global Crossing LTD), Indenture (Global Crossing Holdings LTD)
Payment of Additional Amounts. All payments in respect of the Notes Securities, including, without limitation, payments of principal, interest, if any, and premium, if any, shall be made by or on behalf of the Company Issuer without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments levies, or other governmental charges of whatever nature, nature in effect on the date of the Indenture or imposed or levied established in the future by the United States or on behalf of Luxembourg or any taxing authority thereof having jurisdiction in Luxembourg or therein over Luxembourg with respect to such payments (collectively, “"Taxes”) unless "). In the event any such withholding Taxes are so levied or deduction is required by law. If such withholding or deduction is required by lawimposed, the Company Issuer shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“"Additional Amounts”") on such Notes as are may be necessary in order that the net payment amounts receivable by each Holder after any payment, withholding or deduction in respect of such Taxes shall equal the Company or the Paying Agent or a withholding agent respective amounts of the principal ofprincipal, interest, if any, and premium, if any, and interest onwhich would have been receivable in respect of the Securities in the absence of such payment, such Notes, after such withholding or deduction (including any withholding or deduction on deduction; except that no such Additional Amounts), Amounts will not be less than the amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(a) payable with respect to any payment on any Security to, or to a third party on behalf of, a Holder for or on account of any such Taxes whatever that would not have been imposed but for by reason of (i) the beneficial owner, Holder (or a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner such Holder, if the beneficial owner such Holder is an estate, a trust, a partnership or a corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being a citizen or resident of Luxembourg or deemed a resident of Luxembourg or of the European Union or having been engaged in some present or former connection with Luxembourg (including, but not limited to, the situation where a Holder (or such fiduciary, settlor, beneficiary, member or shareholder) carried or carries on a trade or business in the United States Luxembourg or having has or having had a permanent establishment or permanent representative in Luxembourg) other than the United States;
mere holding of such Security or the receipt of principal, interest, if any, or premium, if any, in respect thereof; (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, a Security for payment on a date more than 30 thirty (30) days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
; (iiii) to any withholding estate, inheritance, gift, sales, transfer or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements personal property tax or any successor provisions thereto similar tax, assessment or governmental charge; (that are substantially comparable and not materially more onerous to comply withiv) and any regulations tax, assessment or official law, agreement other governmental charge which is payable otherwise than by withholding from payments on or interpretations thereof implementing an intergovernmental approach theretoin respect of any Security; or
or (jv) in the case of any combination of items (ai), (ii), (iii) through or (i) aboveiv). The Notes are subject in all cases Furthermore, no Additional Amounts shall be paid with respect to any tax, fiscal payment on a Security to a Holder that is a fiduciary or partnership or other law than the sole beneficial owner of such payment to the extent that a beneficiary or regulation or administrative or judicial interpretation applicable settlor with respect to such Notesfiduciary or a member of such partnership or beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder. Except as specifically Whenever in this Indenture or the Securities there is a reference, in any context, to the payment of the principal of or interest, if any, on, or in respect of, any Security, such payment shall be deemed to include the payment of Additional Amounts provided for in this Section 2.17to the extent that, in such context, Additional Amounts are, were or would be payable in respect of such payment pursuant to the Company provisions of such Section and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or construed as excluding Additional Amounts in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountthose provisions hereof where such express mention is not made.
Appears in 2 contracts
Sources: Subordinated Debt Indenture (Stolt Offshore S A), Subordinated Debt Indenture (Stolt Offshore S A)
Payment of Additional Amounts. All payments in respect If specified pursuant to Section 301, the provisions of the Notes this Section 1011 shall be made applicable to Securities of any series. The Company will, subject to the exceptions and limitations set forth below, pay to the Holder of any Security or coupon who is a United States Alien such additional amounts as may be necessary so that every net payment on such Security or coupon, after deduction or withholding by or on behalf of the Company without withholding or deduction for, any of its Paying Agents for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges charge imposed upon or as a result of whatever nature, imposed or levied such payment by the United States (or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amountstherein), will not be less than the amount provided in such Notes Security or in such coupon to be then due and payable; provided. However, however, that the foregoing obligation Company will not be required to pay Additional Amounts shall not applymake any payment of additional amounts for or on account of:
(a) to any Taxes tax, assessment or other governmental charge that would not have been so imposed but for (i) the beneficial ownerexistence of any present or former connection between such Holder (or between a fiduciary, settler or beneficiary of, or a fiduciaryperson holding a power over, settlorsuch Holder, beneficiaryif such Holder is an estate or trust, or a member or shareholder of the beneficial owner such Holder, if the beneficial owner such Holder is an estate, trust, a partnership or corporation) and the United States, including, without limitation, such Holder (or a Person such fiduciary, settler, beneficiary, person holding a power over an estate power, member or trust administered by shareholder) being or having been a fiduciary holdercitizen, being considered as:
(i) resident or treated as a resident thereof or being or having been engaged in a trade or business in the United States or present therein or having or having had a permanent establishment in the United States;
therein, or (ii) having a current such Holder's present or former connection with the United States (other than a connection arising solely status as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a foreign personal holding company, controlled foreign corporation or passive foreign investment company or a controlled foreign corporation with respect to the United States or as a foreign personal holding company corporation that has accumulated accumulates earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notestax, assessment or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company other governmental charge which would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been so imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, Security or coupon for payment on a date more than 30 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(ic) any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other governmental charge;
(d) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment in respect of any Security or coupon, if such payment can be made without such withholding by at least one other Paying Agent;
(e) any tax, assessment or deduction that other governmental charge which is payable otherwise than by withholding from payments in respect of such Security or coupon;
(f) any tax, assessment or other governmental charge imposed on a payment pursuant Holder of a Security or coupon that actually or constructively owns 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to Sections 1471 through 1474 vote within the meaning of Section 871(h)(3) of the Code and or that is a controlled foreign corporation related Treasury regulations and pronouncements to the Company through stock ownership;
(g) any tax, assessment or any successor provisions thereto (that are substantially comparable and not materially more onerous other governmental charge imposed as a result of the failure to comply withwith applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of a Security or coupon, if such compliance is required by statute or by regulation of the United States, as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(h) and any regulations tax, assessment or official law, agreement other governmental charge imposed with respect to payments on any Registered Security by reason of the failure of the Holder to fulfill the statement requirement of Sections 871(h) or interpretations thereof implementing an intergovernmental approach thereto881(c) of the Code; or
(ji) in the case of any combination of items (a), (b), (c), (d), (e), (f), (g) through and (i) above. The Notes are subject in all cases h); nor will additional amounts be paid with respect to any tax, fiscal payment on any such Security or coupon to a Holder who is a fiduciary or partnership or other law than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or regulation any political subdivision thereof) to be included in the income for federal income tax purposes of a beneficiary or administrative or judicial interpretation applicable settler with respect to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government fiduciary or a political subdivision member of such partnership or taxing authority a beneficial owner who would not have been entitled to payment of the additional amounts had beneficiary, settler, member or in any government beneficial owner been the Holder of such Security or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountcoupon.
Appears in 2 contracts
Sources: Indenture (Philip Morris Companies Inc), Indenture (Philip Morris Companies Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the “Additional Amounts”); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) States of America or treated as a resident thereof or being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into engaged in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, business or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with present in the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulationAmerica, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(gB) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, this Note for payment on a date more than 30 days after the later of (x) the date on which such payment became becomes due and payable or and (y) the date on which payment thereof is duly provided for, whichever occurs later;
(iii) to any withholding estate, inheritance, gift, sales, transfer, excise, personal property or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements similar tax, assessment or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; orother governmental charge;
(jiii) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal assessment or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature charge imposed by any government reason of such holder’s past or present status as a political subdivision passive foreign investment company, a controlled foreign corporation, a personal holding company or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice foreign personal holding company with respect to the Trustee upon becoming aware United States of its requirement America, or as a corporation which accumulates earnings to pay any Additional Amount.avoid United States federal income tax;
Appears in 1 contract
Sources: Global Note (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments 1. Unless otherwise provided in a supplemental indenture, if any taxes, assessments or other governmental charges are imposed by the Relevant Tax Jurisdiction in respect of any payments under the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by lawSecurities, the Company Payor shall pay to each beneficial owner who is not a United States Person (Holder of the Securities, to the extent it may lawfully do so, such Additional Amounts as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, amounts paid to such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), Holder will be not be less than the amount provided specified in such Notes Securities to be then due and payable; provided, however, that which such Holder is otherwise entitled.
2. Notwithstanding the foregoing obligation clause (a), the Payor shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(a) to any Taxes that tax, assessment or other governmental charge which would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction (other than by reason of the mere ownership of, or a Person holding a power over an estate receipt of payment under, the Securities), including, without limitation, such Holder (or trust administered by a fiduciary holdersuch fiduciary, being considered as:
(isettlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
therein or (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;
(ib) to any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or deduction in respect of) principal of, premium, if any, or any interest on, the Notes;
(d) any tax, assessment or other governmental charge that is imposed on a payment pursuant to Sections 1471 through 1474 or withheld by reason of the Code and related Treasury regulations and pronouncements failure by the Holder or any successor provisions thereto (that are substantially comparable and not materially more onerous the beneficial owner of the Notes to comply with) and any regulations with a request of the Payor addressed to such Holder to provide information, documents or official lawother evidence concerning the nationality, agreement residence or interpretations thereof implementing an intergovernmental approach theretoidentity of such Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the Relevant Tax Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or
(je) in the case of any combination of items (a) through (i) the above. The Notes are subject in all cases ; nor shall Additional Amounts be paid with respect to any taxpayment of the principal of, fiscal or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other law than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or regulation or administrative or judicial interpretation applicable settlor with respect to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government fiduciary or a political subdivision member of such partnership or taxing authority limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountsuch Security.
Appears in 1 contract
Payment of Additional Amounts. All payments of principal and interest in respect of the Notes shall or Coupons will be made by free and clear of, and without deduction or on behalf of the Company without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or other governmental charges of whatever naturewhatsoever nature imposed, imposed levied, collected, withheld or levied assessed by the United States or any political subdivision or taxing authority thereof or therein (collectivelytherein, “Taxes”) unless such withholding or deduction is required by law. If In the event such withholding or deduction is required by law, subject to the limitations set forth below, the Company shall will pay as additional interest on the Notes or Coupons to each the holder or beneficial owner of any Note or Coupon who is not a United States Person (as defined below) Alien such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order that the every net payment by the Company or the any Paying Agent of principal of or a withholding agent of interest on the principal of, and premium, if any, and interest on, such NotesNotes or Coupons (including upon redemption), after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed upon or as a result of such withholding payment by the United States or deduction (including any withholding political subdivision or deduction on such Additional Amounts)taxing authority thereof or therein, will not be less than the amount provided for in such Notes Note or Coupon to be then due and payablepayable before any such tax, duty, assessment or other governmental charge; provided, however, that the foregoing obligation to pay Additional Amounts shall not applyapply to:
(a) to any Taxes that tax, duty, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such holder or beneficial owner, owner (or between a fiduciary, settlor, beneficiary, member or shareholder of the or other equity owner of, or a person having a power over, such holder or beneficial owner owner, if the such holder or beneficial owner is an estate, a trust, partnership a limited liability company, a partnership, a corporation or corporationother entity) and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having such a Person holding power) being or having been a power over an estate citizen or trust administered by resident or treated as a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States therein or being or having been present therein or having or having had a permanent establishment in therein, (ii) the failure of such holder or beneficial owner to comply with any requirement under United States income tax laws and regulations to establish entitlement to a partial or complete exemption from such tax, duty, assessment or other governmental charge (other than any such exemption which is conditioned upon the disclosure to the Company, any paying agent or governmental authority of the nationality, residence or identity of the beneficial owner of the Note or Coupon), or (iii) such holder’s or beneficial owner’s present or former status as a personal holding company or a foreign personal holding company with respect to the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely , as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States, as a passive foreign investment company with respect to the United States, as a foreign tax exempt organization with respect to the United States or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(ivb) being any tax, duty, assessment or other governmental charge imposed by reason of the holder or beneficial owner (i) owning or having been a “10-percent shareholder’’ owned, directly or indirectly, actually or constructively, 10 per cent. or more of the Company within the meaning total combined voting power of Section 871(h)(3) all classes of stock of the CodeCompany, or any successor provision; or;
(vii) being a bank receiving payments on an extension interest described in section 881(c)(3)(A) of credit made pursuant the Code or (iii) being a controlled foreign corporation with respect to a loan agreement entered into in the ordinary course of its trade or businessUnited States that is related to the Company by stock ownership;
(bc) any tax, duty, assessment or other governmental charge which would not have been so imposed but for the presentation by the holder or beneficial owner of such Note or Coupon for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or beneficial owner would have been entitled to such Additional Amounts on presenting the such Note or Coupon on any Holder date during such 10-day period;
(d) any estate, inheritance, gift, sales, transfer, personal property, wealth, interest equalization or any similar tax, assessment or governmental charge;
(e) any tax, duty, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on such Note or Coupon;
(f) any tax, duty, assessment or other governmental charge which is payable by a holder that is not the sole beneficial owner of such Notesthe Note or the Coupon, or a portion of such Noteseither, or that is a fiduciary, partnership or partnership, limited liability companycompany or other similar entity, but only to the extent that a beneficial owner, a beneficiary or settlor with respect to the fiduciary, a beneficial owner such fiduciary or member of the partnership or such partnership, limited liability company or similar entity would not have been entitled to the payment of any an Additional Amounts Amount had the beneficiarysuch beneficial owner, settlor, beneficial owner beneficiary or member received directly its beneficial or distributive share of the payment;
(cg) to any Taxes that would not have been imposed but for the failure of the Holder tax, duty, assessment or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax other governmental charge required to be withheld by any Paying Agent from any payment of principal of or interest on the Notesany Note or Coupon, if such payment can be made without such withholding by at least one any other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;paying agent; or
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a), (b), (c), (d), (e), (f) through and (ig). For purposes of the foregoing, the holding of or the receipt of any payment with respect to a Note or a Coupon shall not constitute a connection between the holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) aboveand the United States. Any reference herein, in the Fiscal Agency Agreement or in the Notes to principal or interest shall be deemed to refer to Additional Amounts which may be payable under the provisions of this section. The Notes are subject in Company shall pay all cases stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority therein with respect to any tax, fiscal the execution and delivery of the Fiscal Agency Agreement or other law or regulation or administrative or judicial interpretation applicable to such issuance of the Notes. Except as specifically provided in this Section 2.17the Notes, the Company shall not be required to make any payment for with respect to any taxestax, dutiesduty, assessments assessment or other governmental charges of whatever nature charge imposed by any government or a any political subdivision or taxing authority of thereof or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amounttherein.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), will not be less than the amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:States
(a) to any Taxes that tax, assessment or other governmental charge which would not have been so imposed but for for: (i) the beneficial owner, existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner of, or a person having a power over, such holder, if the beneficial owner such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or person having such a Person holding power) being or having been a power over an estate citizen or trust administered by resident or treated as a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States therein or being or having been present therein or having or having had a permanent establishment therein; (ii) the failure of such holder to comply with any requirement under United States income tax laws and regulations to establish entitlement to exemption from such tax, assessment or other governmental charge; (iii) such holder’s present or former status as a personal holding company or a foreign personal holding company with respect to the United States, as a controlled foreign corporation with respect to the United States, as a passive foreign investment company with respect to the United States, as a foreign tax exempt organization with respect to the United States or as a corporation which accumulates earnings to avoid United States federal income tax; or (iv) payment being made in the United States;
(b) any tax, assessment or other governmental charge imposed by reason of the holder: (i) owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Company; (ii) having being a current or former connection with the United States (other than a connection arising solely as a result bank receiving interest described in section 881(c)(3)(A) of the ownership of such Notes, the receipt of any payment Internal Revenue Code; or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings is related to avoid United States federal income taxthe Company by stock ownership;
(ivc) being any tax, assessment or having other governmental charge which would not have been so imposed but for the presentation by the holder of such Note or Coupon for payment on a “10-percent shareholder’’ of date more than 30 days after the Company within date on which such payment became due and payable or the meaning of Section 871(h)(3) of the Codedate on which payment thereof is duly provided for and notice is given to holders, or any successor provision; orwhichever occurs later;
(vd) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade any estate, inheritance, gift, sales, transfer, personal property, wealth, interest equalization or businessany similar tax, assessment or governmental charge;
(be) to any Holder tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on such Note or Coupon;
(f) any tax, assessment or other governmental charge which is payable by a holder that is not the sole beneficial owner of such Notesthe Note or the Coupon, or a portion of such Noteseither, or that is a fiduciary, partnership or limited liability companyforeign partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(cg) to any Taxes that would not have been imposed but for the failure of the Holder tax, assessment or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax other governmental charge required to be withheld by any Paying Agent from any payment of principal of or interest on the Notesany Note or Coupon, if such payment can be made without such withholding by at least one any other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;Agent; or
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through ), (i) aboveb), (c), (d), (e), (f), and (g). The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17For purposes of the foregoing, the Company holding of or the receipt of any payment with respect to a Note shall not be required to make any payment for any taxesconstitute a connection between the holder (or between a fiduciary, dutiessettlor, assessments beneficiary, member or governmental charges of whatever nature imposed by any government shareholder of, or a political subdivision person having a power over, such holder if such . holder is an estate, a trust, a partnership or taxing authority of or in any government or political subdivision. Neither a corporation) and the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional AmountUnited States.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the “Additional Amounts”); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such holder’s past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “10-percent shareholder’’ Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3the Code;
(viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusion of the CodeECOFIN Council meeting of November 26-27, 2000, or any successor provisionlaw implementing or complying with, or introduced in order to conform to, such Directive; or;
(ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (viii) in the ordinary course of its trade or business;
(b) this Section 4(a); nor shall any Additional Amounts be paid to any Holder that holder who is not a fiduciary partnership or other than the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only this Note to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 1 contract
Sources: Note (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments The Company will pay as additional interest on the 2013 Notes or 2013 Coupons to the holder or beneficial owner of any 2013 Note or 2013 Coupon who is a United States Alien such additional amounts (“Additional Amounts”) as may be necessary in respect of the Notes shall be made order that every net payment by or on behalf of the Company without or any Paying Agents of principal of, or interest on, the 2013 Notes or 2013 Coupons, after deduction or withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments assessment or other governmental charges of whatever naturecharge imposed upon, imposed or levied as a result of, such payment by the United States or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided for in such Notes Note or Coupon to be then due and payablepayable before any such tax, duty, assessment or other governmental charge; provided, however, that the foregoing obligation to pay Additional Amounts shall not applyapply to:
(a) to any Taxes that tax, duty, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such holder or beneficial owner, owner (or between a fiduciary, settlor, beneficiary, member member, shareholder or shareholder of the other equity owner of, or a person having a power over, such holder or beneficial owner owner, if the such holder or beneficial owner is an estate, a trust, partnership a limited liability company, a partnership, a corporation or corporationother entity) and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having such a Person holding power) being or having been a power over an estate citizen or trust administered by resident or treated as a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States therein or being or having been present therein or having or having had a permanent establishment in the United States;
therein, (ii) having a current the failure of such holder or former connection beneficial owner to comply with the any requirement under United States income tax laws and regulations to establish entitlement to an exemption from such tax, duty, assessment or other governmental charge (other than a connection arising solely as a result any such exemption which is conditioned upon the disclosure to the Company, any Paying Agent or any governmental authority of the ownership nationality, residence or identity of such Notes, the receipt beneficial owner of any payment the 2013 Note or the enforcement of any rights thereunder2013 Coupon), including or (iii) such holder or beneficial owner being or having been a citizen or resident of with respect to the United States;
(iii) being or having been States a personal holding company, a controlled foreign corporation, a passive foreign investment company company, a foreign private foundation, a foreign tax exempt organization or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated which accumulates earnings to avoid United States federal income tax;
(ivb) being any tax, duty, assessment or other governmental charge imposed by reason of the holder or beneficial owner (i) owning or having been a “owned, directly or indirectly, actually or constructively, 10-percent shareholder’’ % or more of the Company within the meaning total combined voting power of Section 871(h)(3) all classes of stock of the CodeCompany, or any successor provision; or;
(vii) being a bank receiving payments on an extension interest described in section 881(c)(3)(A) of credit made pursuant to the Code or (iii) being a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor controlled foreign corporation with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled United States that is related to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the paymentCompany by stock ownership;
(c) to any Taxes that tax, duty, assessment or other governmental charge which would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been so imposed but for the presentation by the Holder holder or beneficial owner of such Note, where presentation is required, 2013 Note or 2013 Coupon for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided forfor and notice is given to holders, whichever occurs later;
(i) , except to any withholding the extent that the holder or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable beneficial owner would have been entitled to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make Additional Amounts on presenting such 2013 Note or 2013 Coupon on any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.date during such 30-day period;
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the “Additional Amounts”); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such holder’s past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “10-percent shareholder’’ Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3the Code; or
(viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusion of the CodeECOFIN Council meeting of November 26-27, 2000, or any successor provisionlaw implementing or complying with, or introduced in order to conform to, such Directive; or;
(ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (viii) in the ordinary course of its trade or business;
(b) this Section 4(a); nor shall any Additional Amounts be paid to any Holder that holder who is not a fiduciary partnership or other than the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only this Note to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 1 contract
Sources: Note Agreement (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments The Company will pay as additional interest on the 2009 Notes or 2009 Coupons to the holder or beneficial owner of any 2009 Note or 2009 Coupon who is a United States Alien such additional amounts (“Additional Amounts”) as may be necessary in respect of the Notes shall be made order that every net payment by or on behalf of the Company without or any Paying Agents of principal of, or interest on, the 2009 Notes or 2009 Coupons, after deduction or withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments assessment or other governmental charges of whatever naturecharge imposed upon, imposed or levied as a result of, such payment by the United States or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided for in such Notes 2009 Note or 2009 Coupon to be then due and payablepayable before any such tax, duty, assessment or other governmental charge; provided, however, that the foregoing obligation to pay Additional Amounts shall not applyapply to:
(a) to any Taxes that tax, duty, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such holder or beneficial owner, owner (or between a fiduciary, settlor, beneficiary, member member, shareholder or shareholder of the other equity owner of, or a person having a power over, such holder or beneficial owner owner, if the such holder or beneficial owner is an estate, a trust, partnership a limited liability company, a partnership, a corporation or corporationother entity) and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having such a Person holding power) being or having been a power over an estate citizen or trust administered by resident or treated as a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States therein or being or having been present therein or having or having had a permanent establishment in the United States;
therein, (ii) having a current the failure of such holder or former connection beneficial owner to comply with the any requirement under United States income tax laws and regulations to establish entitlement to an exemption from such tax, duty, assessment or other governmental charge (other than a connection arising solely as a result any such exemption which is conditioned upon the disclosure to the Company, any Paying Agent or any governmental authority of the ownership nationality, residence or identity of such Notes, the receipt beneficial owner of any payment the 2009 Note or the enforcement of any rights thereunder2009 Coupon), including or (iii) such holder or beneficial owner being or having been a citizen or resident of with respect to the United States;
(iii) being or having been States a personal holding company, a controlled foreign corporation, a passive foreign investment company company, a foreign private foundation, a foreign tax exempt organization or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated which accumulates earnings to avoid United States federal income tax;
(ivb) being any tax, duty, assessment or other governmental charge imposed by reason of the holder or beneficial owner (i) owning or having been a “owned, directly or indirectly, actually or constructively, 10-percent shareholder’’ % or more of the Company within the meaning total combined voting power of Section 871(h)(3) all classes of stock of the CodeCompany, or any successor provision; or;
(vii) being a bank receiving payments on an extension interest described in section 881(c)(3)(A) of credit made pursuant to the Code or (iii) being a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor controlled foreign corporation with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled United States that is related to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the paymentCompany by stock ownership;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.
Appears in 1 contract
Payment of Additional Amounts. All payments of principal and interest in respect of the 2020 Notes shall or Coupons will be made by free and clear of, and without deduction or on behalf of the Company without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or other governmental charges of whatever naturewhatsoever nature imposed, imposed levied, collected, withheld or levied assessed by the United States or any political subdivision or taxing authority thereof or therein (collectivelytherein, “Taxes”) unless such withholding or deduction is required by law. If In the event such withholding or deduction is required by law, subject to the limitations set forth below, the Company shall will pay as additional interest on the 2020 Notes or Coupons to each the holder or beneficial owner of any 2020 Note or Coupon who is not a United States Person (as defined below) Alien such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order that the every net payment by the Company or the any Paying Agent of principal of or a withholding agent of interest on the principal of, and premium, if any, and interest on, such Notes2020 Notes or Coupons (including upon redemption), after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed upon or as a result of such withholding payment by the United States or deduction (including any withholding political subdivision or deduction on such Additional Amounts)taxing authority thereof or therein, will not be less than the amount provided for in such Notes 2020 Note or Coupon to be then due and payablepayable before any such tax, duty, assessment or other governmental charge; provided, however, that the foregoing obligation to pay Additional Amounts shall not applyapply to:
(a) to any Taxes that tax, duty, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such holder or beneficial owner, owner (or between a fiduciary, settlor, beneficiary, member member, shareholder or shareholder of the other equity owner of, or a person having a power over, such holder or beneficial owner owner, if the such holder or beneficial owner is an estate, a trust, partnership a limited liability company, a partnership, a corporation or corporationother entity) and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having such a Person holding power) being or having been a power over an estate citizen or trust administered by resident or treated as a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States therein or being or having been present therein or having or having had a permanent establishment in the United States;
therein, (ii) having a current the failure of such holder or former connection beneficial owner to comply with the any requirement under United States income tax laws and regulations to establish entitlement to a partial or complete exemption from such tax, duty, assessment or other governmental charge (other than a connection arising solely as a result any such exemption which is conditioned upon the disclosure to the Company, any paying agent or any governmental authority of the ownership nationality, residence or identity of such Notes, the receipt beneficial owner of any payment the 2020 Note or the enforcement of any rights thereunderCoupon), including or (iii) such holder or beneficial owner being or having been a citizen or resident of with respect to the United States;
(iii) being or having been States a personal holding company, a foreign personal holding company, a controlled foreign corporation, a passive foreign investment company company, a foreign private foundation, a foreign tax exempt organization or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated which accumulates earnings to avoid United States federal income tax;
(ivb) being any tax, duty, assessment or other governmental charge imposed by reason of the holder or beneficial owner (i) owning or having been a “10-percent shareholder’’ owned, directly or indirectly, actually or constructively, 10 per cent. or more of the Company within the meaning total combined voting power of Section 871(h)(3) all classes of stock of the CodeCompany, or any successor provision; or;
(vii) being a bank receiving payments on an extension interest described in section 881(c)(3)(A) of credit made pursuant the Code or (iii) being a controlled foreign corporation with respect to a loan agreement entered into in the ordinary course of its trade or businessUnited States that is related to the Company by stock ownership;
(bc) any tax, duty, assessment or other governmental charge which would not have been so imposed but for the presentation by the holder or beneficial owner of such 2020 Note or coupon for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or beneficial owner would have been entitled to such Additional Amounts on presenting such 2020 Note or coupon on any Holder date during such 10-day period;
(d) any estate, inheritance, gift, sales, transfer, personal property, wealth, interest equalization or any similar tax, assessment or governmental charge;
(e) any tax, duty, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on such 2020 Note or Coupon;
(f) any tax, duty, assessment or other governmental charge which is payable by a holder that is not the sole beneficial owner of such Notesthe 2020 Note or the Coupon, or a portion of such Noteseither, or that is a fiduciary, partnership or partnership, limited liability companycompany or other similar entity, but only to the extent that a beneficial owner, a beneficiary or settlor with respect to the fiduciary, a beneficial owner such fiduciary or member of the partnership or such partnership, limited liability company or similar entity would not have been entitled to the payment of any an Additional Amounts Amount had the beneficiarysuch beneficial owner, settlor, beneficial owner beneficiary or member received directly its beneficial or distributive share of the payment;
(cg) to any Taxes that would not have been imposed but for the failure of the Holder tax, duty, assessment or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax other governmental charge required to be withheld by any Paying Agent from any payment of principal of or interest on the Notesany 2020 Note or Coupon, if such payment can be made without such withholding by at least one any other Paying Agent paying agent;
(h) any tax, duty, assessment or other governmental charge required to be withheld or deducted where such withholding or deduction is imposed on a payment to an individual pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such European Council Directive;
(i) any tax, duty, assessment or other governmental charge that would not have been imposed in respect of any 2020 Note or coupon if such 2020 Note or coupon had been presented to another paying agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a), (b), (c), (d), (e), (f), (g), (h) through and (i). For purposes of the foregoing, the holding of or the receipt of any payment with respect to a 2020 Note or a Coupon shall not constitute a connection between the holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) aboveand the United States. Any reference herein, in the Fiscal Agency Agreement or in the 2020 Notes to principal or interest shall be deemed to refer to Additional Amounts which may be payable under the provisions of this section. The Notes are subject in Company shall pay all cases stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority therein with respect to any tax, fiscal the execution and delivery of the Fiscal Agency Agreement or other law or regulation or administrative or judicial interpretation applicable to such issuance of the 2020 Notes. Except as specifically provided in this Section 2.17the 2020 Notes, the Company shall not be required to make any payment for with respect to any taxestax, dutiesduty, assessments assessment or other governmental charges of whatever nature charge imposed by any government or a any political subdivision or taxing authority of thereof or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amounttherein.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of the Notes shall be made by (a) If any deduction or on behalf of the Company without withholding or deduction for, or on account of, for any present or future taxes, duties, assessments or other governmental charges of whatever nature, imposed or levied by the United States (x) Bermuda or any taxing political subdivision or governmental authority thereof or therein having power to tax, (collectivelyy) any jurisdiction, “Taxes”other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) unless such withholding any other jurisdiction, other than the United States, in which the Company or deduction a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax shall at any time be required by law. If such withholding jurisdiction (or deduction is required any such political subdivision or taxing authority) in respect of any amounts to be paid by lawthe Company or a successor corporation under the Notes, the Company shall or a successor corporation will pay to each beneficial owner who is not Holder of a United States Person (Note as defined below) additional interest such additional amounts (“"Additional Amounts”") on such Notes as are may be necessary in order that the net payment by the Company amounts paid to such Holder of such Note who, with respect to any such tax, assessment or the Paying Agent other governmental charge, is not resident in, or a withholding agent of the principal citizen of, and premium, if any, and interest on, such Notesjurisdiction, after such withholding deduction or deduction (including any withholding or deduction on such Additional Amounts)withholding, will shall be not be less than the amount provided specified in such Notes Note to which such Holder is entitled; PROVIDED, HOWEVER, the Company or a successor corporation shall not be then due and payable; provided, however, that the foregoing obligation required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes that Any tax, assessment or other governmental charge which would not have been imposed but for (a) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over such Holder, if the beneficial owner such Holder is an estate, trusttrust partnership, partnership limited liability company or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or are subject to its jurisdiction, including, without limitation, such Holder (or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notestherein, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs laterlater or (c) the presentation of a Note for payment in Bermuda or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere;
(iii) to Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(iii) Any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of, premium, if any, or any withholding interest on, the Notes;
(iv) Any tax, assessment or deduction other governmental charge that is imposed on a payment pursuant to Sections 1471 through 1474 or withheld by reason of the Code and related Treasury regulations and pronouncements failure by the Holder or any successor provisions thereto (that are substantially comparable and not materially more onerous the beneficial owner of the Note to comply withwith a request of the Company addressed to the Holder (a) to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or (b) to make and deliver any regulations declaration or official lawother similar claim (other than a claim for refund of a tax, agreement assessment or interpretations thereof implementing an intergovernmental approach theretoother governmental charge withheld by the Company) or satisfy any information or reporting requirements, which, in the case of (a) or (b), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or
(jv) Any combination of items. (i), (ii), (iii) and (iv) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Note to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of (x) Bermuda or any political subdivision or governmental authority thereof or therein having power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax to be included in the case income for tax purposes of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal a beneficiary or other law or regulation or administrative or judicial interpretation applicable settlor with respect to such Notes. Except as specifically provided in this Section 2.17fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Note.
(b) The Company shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not be required to make any available, a certified copy thereof) evidencing the payment for any of the withholding taxes, dutiesif any, assessments by the Company. Copies of such documentation shall be made available to the Holders of the Notes or governmental the Paying Agents, as applicable, upon request therefor.
(c) The Company shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of whatever nature the Notes or any other document or instrument referred to herein or in the Notes, excluding any such taxes, charges or similar levies imposed by any government or a political subdivision or taxing authority jurisdiction outside of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional AmountBermuda.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of the Notes shall be made by If any deduction or on behalf of the Company without withholding or deduction for, or on account of, for any present or future taxes, duties, assessments or other governmental charges of whatever nature, imposed or levied by the United States (x) Bermuda or any taxing political subdivision or governmental authority thereof or therein having power to tax, (collectivelyy) any jurisdiction, “Taxes”other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) unless such withholding any other jurisdiction, other than the United States, in which the Company or deduction a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax shall at any time be required by law. If such withholding jurisdiction (or deduction is required any such political subdivision or taxing authority) in respect of any amounts to be paid by lawthe Company or a successor corporation under the Notes, the Company or a successor corporation shall pay to each beneficial owner who is not a United States Person (Holder of Notes as defined below) additional interest, such additional amounts (“"Additional Amounts”") on such Notes as are may be necessary in order that the net payment by the Company amounts paid to such holder of such Notes who, with respect to any such tax, assessment or the Paying Agent other governmental charge, is not resident in, or a withholding agent of the principal citizen of, and premium, if any, and interest on, such Notesjurisdiction, after such withholding deduction or deduction (including any withholding or deduction on such Additional Amounts)withholding, will shall be not be less than the amount provided specified in such Notes to be then due and payablewhich such Holder is entitled; provided, however, that the foregoing obligation Company or a successor corporation shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(a) to any Taxes Any tax, assessment or other governmental charge that would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership partnership, limited liability company or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
therein, (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later, or (iii) the presentation of a Note for payment in Bermuda or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere;
(b) Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(c) Any tax, assessment or other governmental charge that is payable otherwise than by withholding from payment of principal of, premium, if any, or any interest on the Notes;
(d) Any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a request of the Company addressed to the Holder (i) to any withholding provide information, documents or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 other evidence concerning the nationality, residence or identity of the Code Holder or such beneficial owner or (ii) to make and related Treasury regulations and pronouncements deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any successor provisions thereto information or reporting requirements, which, in the case of (that are substantially comparable and not materially more onerous i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to comply with) and any regulations exemption from all or official lawpart of such tax, agreement assessment or interpretations thereof implementing an intergovernmental approach theretoother governmental charge; or
(je) in the case of any Any combination of items (a), (b), (c) through and (id) above. The Notes are subject in all cases ; nor shall Additional Amounts be paid with respect to any taxpayment of the principal of, fiscal or any premium or interest on, any Note to any Holder who is a fiduciary or partnership or limited liability company or other law or regulation or administrative or judicial interpretation applicable than the sole beneficial owner of such payment to the extent such Notes. Except as specifically provided in this Section 2.17, the Company shall not payment would be required to make by the laws of (x) Bermuda or any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax to be included in the income for tax purposes of a beneficiary or in any government settlor with respect to such fiduciary or political subdivision. Neither a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation Holder of any Additional Amountssuch Note. The Company shall give prompt notice provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes, if any, by the Company. Copies of such documentation shall be made available to the Trustee Holders of the Notes or the Paying Agent, as applicable, upon becoming aware request therefor. All references in the Indenture to principal of its requirement to pay premium, if any, and interest on the Notes shall include any Additional AmountAmounts payable by the Company in respect of such principal, such premium, if any, and such interest.
Appears in 1 contract
Sources: Indenture (Global Crossing LTD)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the "Additional Amounts"); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States of America including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such holder's past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a “precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10-percent shareholder’’ % shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(vviii) being any withholding or deduction which is imposed on a bank receiving payments on payment to an extension of credit individual and is required to be made pursuant to a loan agreement entered into any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in the ordinary course of its trade or business;order to conform to, such Directive; or
(bix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 5(a); nor shall any Additional Amounts be paid to any Holder that holder who is not a fiduciary partnership or other than the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only this Note to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 1 contract
Sources: Global Note (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect If specified pursuant to Section 301, the provisions of the Notes this Section 1008 shall be made by applicable to Securities of any series. The Company will pay to a Holder who is a United States Alien such additional amounts (the "Additional Amounts") as may be necessary so that every net payment of principal of (and premium, if any) and interest on any Security or on behalf of the Company without any coupon appertaining thereto, after deduction or withholding or deduction for, for or on account of, of any present or future taxestax, dutiesassessment or other governmental charge imposed upon such Holder, assessments or governmental charges by reason of whatever naturethe making of such payment, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided for in such Notes Security or in such coupon to be then due and payable; provided. The Company shall not be required, however, that the foregoing obligation to pay make any payment of any Additional Amounts shall not applyfor or on account of:
(aA) to any Taxes that tax, assessment or other governmental charge which would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership or corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a Person holding citizen or resident or treated as a power over an estate resident thereof or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or present therein, or having or having had a permanent establishment in the United States;
therein, or (ii) having the presentation of a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, Security or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, coupon appertaining thereto for payment on a date more than 30 10 days after the date on which such payment became becomes due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(B) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(C) any tax, assessment or other governmental charge imposed by reason of such Holder's past or present status as a passive foreign investment company, a controlled foreign corporation, a personal holding company or foreign personal holding company with respect to the United States, or as a corporation which accumulates earnings to avoid United States Federal income tax;
(D) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of (or premium, if any) or interest on, such Security or coupon;
(E) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of (or premium, if any) or interest on, any Security or coupon if such payment can be made without withholding by any other paying agent;
(F) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the Holder or beneficial owner of such Security or coupon, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(G) any tax, assessment or other governmental charge imposed on interest received by (i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and related Treasury the regulations and pronouncements that may be promulgated thereunder) of the Company or any successor provisions thereto (that are substantially comparable and not materially more onerous ii) a controlled foreign corporation with respect to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach theretothe Company within the meaning of the Code; or
(jH) in the case of any combination of items (a), (b), (c), (d), (e), (f) through and (i) above. The Notes are subject in all cases g); nor shall any Additional Amounts be paid to any tax, fiscal Holder who is a fiduciary or partnership or other law than the sole beneficial owner of such Security or regulation a coupon appertaining thereto to the extent that a beneficiary or administrative or judicial interpretation applicable settlor with respect to such Notes. Except as specifically provided in this Section 2.17fiduciary, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision member of such partnership or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall a beneficial owner thereof would not have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice been entitled to the Trustee upon becoming aware payment of its requirement to pay such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of the Securities or any Additional Amountcoupon appertaining thereto.
Appears in 1 contract
Sources: Indenture (Lehman Brothers Inc//)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the "Additional Amounts"); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlorsettler, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such holder's past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a “precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10-percent shareholder’’ % shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (vii) in the ordinary course of its trade or business;
(b) this Section 5(a); nor shall any Additional Amounts be paid to any Holder that holder who is not a fiduciary or partnership or other than the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only this Note to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 1 contract
Sources: Note Agreement (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the "Additional Amounts"); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlorsettler, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settler, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such holder's past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a “precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10-percent shareholder’’ % shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the "code"), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (vii) in the ordinary course of its trade or business;
(b) this Section 4(a); nor shall any Additional Amounts be paid to any Holder that holder who is not a fiduciary or partnership or other than the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only this Note to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 1 contract
Sources: Note Agreement (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by If any deduction or on behalf of the Company without withholding or deduction for, or on account of, for any present or future taxes, duties, assessments or other governmental charges of whatever nature, imposed or levied by the United States (x) Bermuda or any taxing political subdivision or governmental authority thereof or therein having power to tax, (collectivelyy) any jurisdiction, “Taxes”other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) unless such withholding any other jurisdiction, other than the United States, in which the Company or deduction a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax shall at any time be required by law. If such withholding jurisdiction (or deduction is required any such political subdivision or taxing authority) in respect of any amounts to be paid by lawthe Company or a successor corporation under the Notes, the Company shall or a successor corporation will pay to each beneficial owner who is not a United States Person (Holder of the Notes as defined below) additional interest, such additional amounts (“"Additional Amounts”") on such Notes as are may be necessary in order that the net payment by the Company amounts paid to such holder of such Notes who, with respect to any such tax, assessment or the Paying Agent other governmental charge, is not resident in, or a withholding agent of the principal citizen of, and premium, if any, and interest on, such Notesjurisdiction, after such withholding deduction or deduction (including any withholding or deduction on such Additional Amounts)withholding, will shall be not be less than the amount provided specified in such Notes to be then due and payablewhich such Holder is entitled; provided, however, that the foregoing obligation Company or a successor corporation shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(a) to any Taxes Any tax, assessment or other governmental charge that would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership partnership, limited liability company or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
therein, (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later, or (iii) the presentation of a Note for payment in Bermuda or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere;
(b) Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(c) Any tax, assessment or other governmental charge that is payable otherwise than by withholding from payment of principal of, premium, if any, or any interest on the Notes;
(d) Any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a request of the Company addressed to the Holder (i) to any withholding provide information, documents or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 other evidence concerning the nationality, residence or identity of the Code Holder or such beneficial owner or (ii) to make and related Treasury regulations and pronouncements deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any successor provisions thereto information or reporting requirements, which, in the case of (that are substantially comparable and not materially more onerous i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to comply with) and any regulations exemption from all or official lawpart of such tax, agreement assessment or interpretations thereof implementing an intergovernmental approach theretoother governmental charge; or
(je) in the case of any Any combination of items (a), (b), (c) through and (id) above. The Notes are subject in all cases ; nor shall Additional Amounts be paid with respect to any taxpayment of the principal of, fiscal or any premium or interest on, any Note to any Holder who is a fiduciary or partnership or limited liability company or other law or regulation or administrative or judicial interpretation applicable than the sole beneficial owner of such payment to the extent such Notes. Except as specifically provided in this Section 2.17, the Company shall not payment would be required to make by the laws of (x) Bermuda or any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax to be included in the income for tax purposes of a beneficiary or in any government settlor with respect to such fiduciary or political subdivision. Neither a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation Holder of any Additional Amountssuch Note. The Company shall give prompt notice provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes, if any, by the Company. Copies of such documentation shall be made available to the Trustee Holders of the Notes or the Paying Agent, as applicable, upon becoming aware of its requirement request therefor. All references in this Indenture to pay principal of, premium, if any, and interest on the Notes shall include any Additional AmountAmounts payable by the Company in respect of such principal, such premium, if any, and such interest.
Appears in 1 contract
Sources: Indenture (Global Crossing LTD)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by If any deduction or on behalf of the Company without withholding or deduction for, or on account of, for any present or future taxes, duties, assessments or other governmental charges of whatever nature, imposed or levied by the United States (x) Bermuda or any taxing political subdivision or governmental authority thereof or therein having power to tax, (collectivelyy) any jurisdiction, “Taxes”other than the United States, from or through which payment on any tranche of Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) unless such withholding any other jurisdiction, other than the United States, in which the Company or deduction a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax shall at any time be required by law. If such withholding jurisdiction (or deduction is required any such political subdivision or taxing authority) in respect of any amounts to be paid by lawthe Company or a successor corporation under any tranche of Notes, the Company shall or a successor corporation will pay to each beneficial owner who is not a United States Person (Holder of such tranche of Notes as defined below) additional interest, such additional amounts (“"Additional Amounts”") on such Notes as are may be necessary in order that the net payment by the Company amounts paid to such holder of such Notes who, with respect to any such tax, assessment or the Paying Agent other governmental charge, is not resident in, or a withholding agent of the principal citizen of, and premium, if any, and interest on, such Notesjurisdiction, after such withholding deduction or deduction (including any withholding or deduction on such Additional Amounts)withholding, will shall be not be less than the amount provided specified in such Notes to be then due and payablewhich such Holder is entitled; provided, however, that the foregoing obligation Company or a successor corporation shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(a) to any Taxes Any tax, assessment or other governmental charge that would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership partnership, limited liability company or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
therein, (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later, or (iii) the presentation of a Note for payment in Bermuda or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere;
(b) Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(c) Any tax, assessment or other governmental charge that is payable otherwise than by withholding from payment of principal of, premium, if any, or any interest on the Notes;
(d) Any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a request of the Company addressed to the Holder (i) to any withholding provide information, documents or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 other evidence concerning the nationality, residence or identity of the Code Holder or such beneficial owner or (ii) to make and related Treasury regulations and pronouncements deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any successor provisions thereto information or reporting requirements, which, in the case of (that are substantially comparable and not materially more onerous i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to comply with) and any regulations exemption from all or official lawpart of such tax, agreement assessment or interpretations thereof implementing an intergovernmental approach theretoother governmental charge; or
(je) in the case of any Any combination of items (a), (b), (c) through and (id) above. The Notes are subject in all cases ; nor shall Additional Amounts be paid with respect to any taxpayment of the principal of, fiscal or any premium or interest on, any Note to any Holder who is a fiduciary or partnership or limited liability company or other law or regulation or administrative or judicial interpretation applicable than the sole beneficial owner of such payment to the extent such Notes. Except as specifically provided in this Section 2.17, the Company shall not payment would be required to make by the laws of (x) Bermuda or any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax to be included in the income for tax purposes of a beneficiary or in any government settlor with respect to such fiduciary or political subdivision. Neither a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation Holder of any Additional Amountssuch Note. The Company shall give prompt notice provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes, if any, by the Company. Copies of such documentation shall be made available to the Trustee Holders of the Notes or the Paying Agent, as applicable, upon becoming aware of its requirement request therefor. All references in this Indenture to pay principal of, premium, if any, and interest on the Notes shall include any Additional AmountAmounts payable by the Company in respect of such principal, such premium, if any, and such interest.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction forIf, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), will not be less than the amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(a) to any Taxes that would not have been imposed but for the beneficial owner, or a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner if the beneficial owner is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of any change in applicable law, regulation or treaty, or in any official application or interpretation thereof after the ownership date of such Notesthis Agreement or, if later, the receipt date a bank becomes a Bank hereunder, the Company is required by law or regulation to make any deduction, withholding or backup withholding of any payment taxes, levies, imposts, duties, fees, liabilities or the enforcement similar charges of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder America, any possession or beneficial owner of such Notes, if compliance is required by statute, by regulation territory of the United States of America (including the Commonwealth of Puerto Rico) or any taxing authority therein or by an applicable income tax treaty area subject to which the jurisdiction of the United States is of America ("U.S. Taxes") from any payments to a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding Bank in respect of Loans then or thereafter outstanding, or other amounts owing hereunder, the amount payable by the Company or will be increased to the Paying Agent amount which, after deduction from the payment;
(e) to any Tax such increased amount of all U.S. Taxes required to be withheld by any Paying Agent from any payment of principal of or interest on deducted therefrom, will yield the Notes, if such payment can amount required under this Agreement to be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach with respect thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, that the Company shall not be required to make pay any payment for additional amount pursuant to this subsection (c) to any taxesBank that (i) is not, dutieson the date this Agreement is executed by such Bank or, assessments if later, the date such Bank became a Bank hereunder, either (x) entitled to submit Form W-8 BEN relating to such Bank and entitling it to a complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans, Form W-8 BEN relating to all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans or governmental charges Form W-8 BEN relating to such Bank and entitling it to a complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans (or, in any such case, such successor forms as shall be adopted from time to time by the Internal Revenue Service), or (y) a U.S. person (as such term is defined in Section 7701(a)(30) of whatever nature imposed by the Code), or (ii) has failed to submit any government form or certificate that it was required to file pursuant to subsection (a) of this Section 11.18 and entitled to file under applicable law, or (iii) is no longer entitled to submit Form W-8 BEN or Form W-8 ECI as a political subdivision result of any change in circumstances other than a change in applicable law, regulation or taxing authority of treaty or in any government official application or political subdivisionthe account of any Bank pursuant to this subsection (c), then such Bank will agree to use reasonable efforts to change the jurisdiction of its applicable lending office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank, is not otherwise disadvantageous to such Bank. Neither Within thirty (30) days after the Trustee nor Company's payment of any such U.S. Taxes, the Paying Agent Company shall have any responsibility or liability deliver to the Agent, for the determinationaccount of the relevant Bank(s), verification originals or calculation certified copies of official tax receipts evidencing such payment thereof or other evidence of payment reasonably satisfactory to the Agent. The obligations of the Company under this subsection (c) shall survive the payment in full of the Loans and the termination of the Commitments. If any Bank or the Agent determines it has received or been granted a refund, credit against, relief or remission for, or repayment of, any taxes paid or payable by it because of any Additional Amounts. The U.S. Taxes paid by the Company shall give prompt notice and evidenced by such a tax receipt, such Bank or Agent shall, to the Trustee upon becoming aware extent it can do so without prejudice to the retention of the amount of such refund, credit, relief, remission or repayment, pay to the Company such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Company had not been required to make such deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and the Agent to arrange its requirement tax affairs in whatever manner it deems fit nor oblige any Bank or the Agent to pay disclose any Additional Amountinformation relating to its tax affairs or any computations in connection with such taxes.
Appears in 1 contract
Sources: Unsecured Credit Agreement (Empire District Electric Co)
Payment of Additional Amounts. All payments in respect If specified pursuant to Section 301, the provisions of the Notes this Section 1008 shall be made applicable to Securities of any series. The Company will, subject to the exceptions and limitations set forth below, pay to the Holder of any Security or coupon who is a United States Alien such additional amounts as may be necessary so that every net payment on such Security or coupon, after deduction or withholding by or on behalf of the Company without withholding or deduction for, any of its Paying Agents for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges charge imposed upon or as a result of whatever nature, imposed or levied such payment by the United States (or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amountstherein), will not be less than the amount provided in such Notes Security or in such coupon to be then due and payable; provided. However, however, that the foregoing obligation Company will not be required to pay Additional Amounts shall not applymake any payment of additional amounts for or on account:
(a) to any Taxes tax, assessment or other governmental charge that would not have been so imposed but for (i) the beneficial ownerexistence of any present or former connection between such Holder (or between a fiduciary, settlor or beneficiary of, or a person holding a power over, such Holder, if such Holder is an estate or trust, or a member or shareholder of such Holder, if such Holder is a partnership or corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder of the beneficial owner if the beneficial owner is an estateshareholder) being or having been a citizen, trust, partnership resident or corporation, treated as a resident thereof or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or present therein or having or having had a permanent establishment in the United States;
therein, or (ii) having a current such Holder's present or former connection with the United States (other than a connection arising solely status as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a foreign personal holding company, controlled foreign corporation or passive foreign investment company or a controlled foreign corporation with respect to the United States or as a foreign personal holding company corporation that has accumulated accumulates earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notestax, assessment or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company other governmental charge which would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been so imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, Security or coupon for payment on a date more than 30 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(ic) any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other governmental charge;
(d) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment in respect of any Security or coupon, if such payment can be made without such withholding by at least one other Paying Agent;
(e) any tax, assessment or deduction that other governmental charge which is payable otherwise than by withholding from payments in respect of such Security or coupon;
(f) any tax, assessment or other governmental charge imposed on a payment pursuant Holder of a Security or coupon that actually or constructively owns 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to Sections 1471 through 1474 vote within the meaning of Section 871(h)(3) of the Code and or that is a controlled foreign corporation related Treasury regulations and pronouncements to the Company through stock ownership;
(g) any tax, assessment or any successor provisions thereto (that are substantially comparable and not materially more onerous other governmental charge imposed as a result of the failure to comply with) and any regulations with applicable certification, information, documentation or official lawother reporting requirements concerning the nationality, agreement residence, identity or interpretations thereof implementing an intergovernmental approach thereto; orconnection with the United States of the Holder or beneficial owner of a Security or coupon, if such compliance is required by statute or by regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(jh) in any tax, assessment or other governmental charge imposed with respect to payments on any Registered Security by reason of the case failure of the Holder to fulfill the statement requirement of Sections 871(h) or 881(c) of the Code; or 100
(i) any combination of items (a), (b), (c), (d), (e), (f), (g) through and (i) above. The Notes are subject in all cases h); nor will additional amounts be paid with respect to any tax, fiscal payment on any such Security or coupon to a Holder who is a fiduciary or partnership or other law than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or regulation any political subdivision thereof) to be included in the income for federal income tax purposes of a beneficiary or administrative or judicial interpretation applicable settlor with respect to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government fiduciary or a political subdivision member of such partnership or taxing authority a beneficial owner who would not have been entitled to payment of the additional amounts had such beneficiary, settlor, member or in any government beneficial owner been the Holder of such Security or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountcoupon.
Appears in 1 contract
Sources: Indenture (Cardinal Health Inc)
Payment of Additional Amounts. All Any and all payments to a Holder of principal (and premium, if any) and interest in respect of the Notes shall Securities will be made by or on behalf of the Company free and clear of, and without withholding or deduction for, or on account of, any and all present or and future withholding taxes, duties, assessments assessments, levies, imposts or governmental charges of whatever nature(“Taxes”) whatsoever imposed by or on behalf of, imposed the Cayman Islands, Brazil or levied by the United States Japan or any political subdivision or taxing authority thereof or therein (collectivelytherein, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by lawIn that event, the Company or the Guarantors, as the case may be, shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (the “Additional Amounts”) on such Notes as are necessary will result in order that the net payment receipt by the Company or the Paying Agent or a withholding agent Holders of the principal of, and premium, such amounts as would have been received by them if any, and interest on, such Notes, after no such withholding or deduction (including any withholding or deduction on had been required, except that no such Additional Amounts), will not be less than the amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not applybe payable in respect of any Security:
(ai) to any Taxes that would not have been imposed but held by, or by a third party on behalf of, a holder which is liable for the beneficial ownersuch taxes, duties, assessments, levies, imposts or governmental charges in respect of such Security by reason of its (or a fiduciary, settlor, beneficiary, member or shareholder shareholder, beneficiary of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(ii) having a current some present or former connection with the United States Cayman Islands, Brazil or Japan (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;Cayman Islands, Brazil or Japan or being or having been engaged in trade or business therein) other than the mere holding of such Security; or
(ii) where (in the case of a payment of principal, premium, if any, or interest on the Maturity Date or date of earlier redemption) the relevant Security is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had surrendered the relevant Security on the last day of such period of 30 days; or
(iii) being if such tax is an estate, inheritance, gift, sales, transfer or having been a personal holding companyproperty tax or any similar tax, a passive foreign investment company assessment, levy, impost or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;governmental charge; or
(iv) being or having been if such amount is (a) payable other than by withholding from a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Codepayment on such Security, or (b) required to be withheld by a paying agent and such payment can be made without such withholding by any successor provisionother paying agent; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade if such tax, duty, assessment, levy, impost or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that governmental charge would not have been imposed but for the failure of the Holder or beneficial owner such holder to comply with any applicable certification, identification information, documentation or information other reporting requirements concerning the nationality, residence, identity or connection with the United States Cayman Islands, Brazil or Japan of the Holder or beneficial owner of such Notes, Security if such compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to relief or exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that of all or part of such tax, duty, assessment, levy, impost or governmental charge; or
(vi) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Sections 1471 through 1474 Council Directive 200348/EC of 3 June 2003 on taxation of savings income in the form of interest payments or any European Union Directive otherwise implementing the conclusions of the Code ECOFIN Council meeting of 26 and related Treasury regulations and pronouncements 27 November 2000 or any successor provisions thereto (that are substantially comparable and not materially more onerous law implementing or complying with, or introduced in order to comply with) and conform to, any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach theretosuch Directive; or
(jvii) in the case of any combination of items (ai) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountvi).
Appears in 1 contract
Payment of Additional Amounts. All payments The Company will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the "Additional Amounts") to the Holder of this Note who is a United States Alien as may be necessary in respect order that every net payment of the Notes shall be made by or principal of and interest on behalf of the Company without this Note and any other amounts payable on such Note, after withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or governmental charges charge imposed upon or as a result of whatever nature, imposed or levied such payment by the United States (or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amountstherein), will not be less than the amount provided for in such Notes this Note to be then due and payable; provided. The Company will not, however, that the foregoing obligation be required to pay make any payment of Additional Amounts shall not applyto any such Holder for or on account of:
(a) to any Taxes such tax, assessment or other governmental charge that would not have been so imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner such Holder, if the beneficial owner such Holder is an estate, a trust, a partnership or a corporation) and the United States and its possessions, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a Person holding a power over an estate citizen or trust administered by a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States or present therein or having or having had a permanent establishment in the United States;
therein or (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, this Note for payment on a date more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(ib) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by reason of such Holder's past or present status as a personal holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organization;
(d) any withholding tax, assessment or deduction other governmental charge that is payable otherwise than by withholding from payments on or in respect of this Note;
(e) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of or interest on this Note, if such payment can be made without such withholding by any other Paying Agent in a city in Western Europe;
(f) any tax, assessment or other governmental charge that would not have been imposed on a payment pursuant but for the failure to Sections 1471 through 1474 comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the Code and related Treasury regulations and pronouncements owner or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States or of any successor provisions thereto political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(that are substantially comparable and not materially g) any tax, assessment or other governmental charge imposed by reason of such Holder's past or present status as the actual or constructive owner of 10% or more onerous of the total combined voting power of all classes of stock entitled to comply with) and any regulations vote of the Company or official law, agreement as a direct or interpretations thereof implementing an intergovernmental approach theretoindirect subsidiary of the Company; or
(jh) in the case of any combination of items (a), (b), (c), (d), (e), (f) through or (i) above. The Notes are subject in all cases g); nor shall Additional Amounts be paid with respect to any tax, fiscal payment on this Note to a United States Alien who is a fiduciary or partnership or other law than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or regulation any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or administrative or judicial interpretation applicable settlor with respect to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government fiduciary or a political subdivision member of such partnership or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall a beneficial owner who would not have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice been entitled to the Trustee upon becoming aware Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of its requirement to pay any Additional Amountthis Note.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of In the Notes shall be made by or on behalf of event that the Company without is required to make any withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or governmental charges of whatever nature, taxes imposed or levied by the United States Republic of South Africa (or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”therein) unless such withholding from any payment made under or deduction is required by law. If such withholding or deduction is required by lawwith respect to the Securities, the Company shall (a) pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts of interest (“Additional Amounts”"ADDITIONAL AMOUNTS") on such Notes as are may be necessary in order so that the net payment amount received by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction each Holder (including any withholding or deduction on such Additional Amounts), ) will not be less than the amount provided in the Holder would have received had such Notes taxes not been withheld or deducted, and (b) provide to be then due and payableeach Holder certified copies of tax receipts evidencing the payment by the Company of the applicable South African taxes within 30 days after the date of such payment; providedPROVIDED, howeverHOWEVER, that no Additional Amount will be payable with respect to a payment made to a non-resident Holder if the foregoing obligation to pay Additional Amounts shall not applytax so imposed is:
(ai) to any Taxes tax, duty, assessment or other governmental charge that would not have been imposed but for (a) the beneficial ownerexistence of any present or former connection, other than the holding of Securities or the receipt of amounts payable in respect of Securities, between the Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the beneficial owner Holder, if the beneficial owner Holder is an estate, nominee, trust, partnership or corporation) and South Africa or any common monetary area for South Africa purposes, in other words, Lesotho, Namibia, Botswana and Swaziland, including, without limitation, the Holder (or a Person holding a power over an estate the fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment therein or (b) the presentation of Securities (where presentation is required) for payment on a date more than 30 days after the date on which the payment in respect of such Securities first became due and payable or provided for, whichever occurs later, except to the United Statesextent that the Holder would have been entitled to such Additional Amounts had the Securities been presented for payment on the last day of that period of 30 days;
(ii) having any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or beneficial owner of the Securities with a current request by the Company addressed to the Holder or former connection with beneficial owner (a) to provide information, concerning the United States nationality, residence or identity of the Holder or beneficial owner or (b) to make any declaration or other than similar claim or satisfy any information or reporting requirement, which, in the case of (a) or (b), is required or imposed by a connection arising solely statute, regulation or administrative practice of the taxing jurisdictions as a result of the ownership precondition to exemption form all or part of such Notestax, the receipt of any payment duty, assessment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United Statesother governmental charge;
(iii) being any estate, inheritance, gift, sale, transfer, personal property or having been a personal holding companysimilar tax, a passive foreign investment company duty, assessment or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income taxother governmental charge;
(iv) being any tax, duty, assessment or having been a “10-percent shareholder’’ other governmental charge which is payable otherwise than by deduction or withholding from payment of principal of or interest on the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; orSecurities;
(v) being any tax, assessment, duty or other governmental charge imposed on a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only Securities to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of held the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach theretoSecurities; or
(jvi) in the case of any combination of items (ai), (ii), (iii), (iv) through and (iv) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.
Appears in 1 contract
Sources: Indenture (Drdgold LTD)
Payment of Additional Amounts. All payments in respect If specified pursuant to Section 301, the provisions of the Notes this Section 1010 shall be made applicable to Securities of any series. The Company will, subject to the exceptions and limitations set forth below, pay to the Holder of any Security who is a United States Alien such additional amounts as may be necessary so that every net payment on such Security, after deduction or withholding by or on behalf of the Company without withholding or deduction for, any of its Paying Agents for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges charge imposed upon or as a result of whatever nature, imposed or levied such payment by the United States (or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amountstherein), will not be less than the amount provided in such Notes Security to be then due and payable; provided. However, howeverthe Company will not make any payment of additional amounts if the Holder is subject to taxation solely for reasons other than its ownership of the Security, that nor will the foregoing obligation to pay Additional Amounts shall not applyCompany make any payment of additional amounts for or on account of:
(a) to any Taxes tax, assessment or other governmental charge that would not have is imposed or withheld solely by reason of the existence of any present or former connection (other than the mere fact of being a Holder of a Security) between such Holder (or between a fiduciary, settlor, beneficiary or person holding a power over such Holder, if such Holder is an estate or trust, or a member or shareholder of such Holder, if such Holder is a partnership or corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder) being or having been a citizen or resident of the United States or treated as a resident thereof;
(b) any tax, assessment or other governmental charge that is imposed but for or withheld solely by reason of the beneficial owner, Holder (or a fiduciary, settlor, beneficiarybeneficiary or person holding a power over such Holder, if such Holder is an estate or trust, or a member or shareholder of the beneficial owner such Holder, if the beneficial owner such Holder is an estate, trust, a partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
) (i) being or having been present in, or engaged in a trade or business in in, the United States States, (ii) being treated as having been present in, or engaged in a trade or business in, the United States, or (iii) having or having had a permanent establishment in the United States;
(iic) having a current any tax, assessment or former connection with the United States (other than a connection arising governmental charge that is imposed or withheld solely as a result by reason of the ownership Holder (or a fiduciary, settlor, beneficiary or person holding a power over such Holder, if such Holder is an estate or trust, or a member or shareholder of such NotesHolder, the receipt of any payment if such Holder is a partnership or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iiicorporation) being or having been with respect to the United States a personal holding company, a controlled foreign corporation, a passive foreign investment company or a controlled foreign corporation with respect to the United States company, or a foreign personal holding company private foundation or other foreign tax-exempt organization, or being a corporation that has accumulated accumulates earnings to avoid United States federal income tax;
(ivd) being any tax, assessment or having been other governmental charge imposed on a “Holder that actually or constructively owns 10-percent shareholder’’ % or more of the total combined voting power of all classes of stock of the Company entitled to vote within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax tax, assessment or other governmental charge that is payable by any method other than withholding or deduction by the Company or any Paying Agent from payments in respect of such Security;
(f) any gift, estate, inheritance, sales, transfer, personal property or excise tax or any similar tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment in respect of principal of or interest on the Notes, any Security if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European UnionAgent;
(fh) to any Taxes tax, assessment or other governmental charge that would not have been is imposed but for or withheld by reason of a change in law, regulation, regulation or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(gi) any tax, assessment or other governmental charge imposed as a result of the failure to any estatecomply with applicable certification, inheritanceinformation, giftdocumentation or other reporting requirements concerning the nationality, salesresidence, excise, transfer, wealth, capital gains identity or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for connection with the presentation by United States of the Holder or beneficial owner of a Security, if such Notecompliance is required by statute or by regulation of the United States, where presentation is requiredas a precondition to relief or exemption from such tax, for payment on a date more than 30 days after the date on which payment became due and payable assessment or the date on which payment thereof is duly provided for, whichever occurs laterother governmental charge;
(ij) any tax, assessment or other governmental charge imposed with respect to payments in respect of any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 Security by reason of the Code and related Treasury regulations and pronouncements failure of the Holder to fulfill the statement requirement of Sections 871(h) or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with881(c) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach theretoof the Code; or
(jk) in the case of any combination of items (a) through ), (b), (c), (d), (e), (f), (g), (h), (i) aboveand (j). The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17In addition, the Company shall will not be required pay additional amounts to make any payment for any taxesa beneficial owner of a Security that is a fiduciary, dutiespartnership, assessments limited liability company or governmental charges other fiscally transparent entity, or to a beneficial owner of whatever nature imposed by any government a Security that is not the sole beneficial owner of such Security, as the case may be. This exception, however, will apply only to the extent that a beneficiary or settlor with respect to the fiduciary, or a political subdivision beneficial owner or taxing authority member of the partnership, limited liability company or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall other fiscally transparent entity, would not have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice been entitled to the Trustee upon becoming aware payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its requirement to pay any Additional Amountbeneficial or distributive share of the payment.
Appears in 1 contract
Sources: Indenture (Philip Morris USA Inc.)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, (a) If any present or future taxes, duties, assessments or other governmental charges of whatever nature, are imposed or levied by the United States jurisdiction where the Payor is organized or otherwise considered to be a resident for tax purposes, any taxing jurisdiction from or through which the Payor makes a payment on the Notes, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (collectively, “Taxes”the "Relevant Tax Jurisdiction") unless such withholding or deduction is required by law. If such withholding or deduction is required by lawin respect of any payments under the Notes, the Company shall Payor will pay to each beneficial owner who is not holder of a United States Person (as defined below) Note, to the extent it may lawfully do so, such additional amounts (“"Additional Amounts”") on such Notes as are may be necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, amounts paid to such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), holder will be not be less than the amount provided specified in such Notes Note to be then due and payablewhich such holder is entitled; provided, however, that the foregoing obligation Payor will not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes that Any tax, assessment or other governmental charge which would not have been imposed but for (a) the beneficial owner, existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including such holder (or such fiduciary, settlor, beneficiary, member, shareholder or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) thereof or being or having been a personal holding company, a passive foreign investment company present or a controlled foreign corporation with respect to the United States engaged in trade or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being business therein or having been had a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, permanent establishment therein or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Note (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;
(iii) to Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(iii) Any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of, premium, if any, or any withholding interest on, the Notes;
(iv) Any tax, assessment or deduction other governmental charge that is imposed on a payment pursuant to Sections 1471 through 1474 or withheld by reason of the Code and related Treasury regulations and pronouncements failure by the holder or any successor provisions thereto (that are substantially comparable and not materially more onerous the beneficial owner of a Note to comply with) and any regulations with a request of the Payor addressed to the holder to provide information, documents or official lawother evidence concerning the nationality, agreement residence or interpretations thereof implementing an intergovernmental approach theretoidentity of the holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or
(jv) in the case of any Any combination of items (a) through (i) the above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.;
Appears in 1 contract
Sources: Senior Working Capital Credit Agreement (Primacom Ag)
Payment of Additional Amounts. All payments in respect If specified pursuant to Section 301, the provisions of the Notes this Section 1006 shall be made applicable to Securities of any series. The Issuers will, subject to the exceptions and limitations set forth below, pay to the Holder of any Security or coupon who is a United States Alien such additional amounts as may be necessary so that every net payment on such Security or coupon, after deduction or withholding by the Issuers or on behalf any of the Company without withholding or deduction for, its Paying Agents for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges charge imposed upon or as a result of whatever nature, imposed or levied such payment by the United States (or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amountstherein), will not be less than the amount provided in such Notes Security or in such coupon to be then due and payable; provided. However, however, that the foregoing obligation Issuers will not be required to pay Additional Amounts shall not applymake any payment of additional amounts for or on account of:
(a) to any Taxes tax, assessment or other governmental charge that would not have been so imposed but for (i) the beneficial ownerexistence of any present or former connection between such Holder (or between a fiduciary, settler or beneficiary of, or a fiduciaryperson holding a power over, settlorsuch Holder, beneficiaryif such Holder is an estate or trust, or a member or shareholder of the beneficial owner such Holder, if the beneficial owner such Holder is an estate, trust, a partnership or corporation) and the United States, including, without limitation, such Holder (or a Person such fiduciary, settler, beneficiary, person holding a power over an estate power, member or trust administered by shareholder) being or having been a fiduciary holdercitizen, being considered as:
(i) resident or treated as a resident thereof or being or having been engaged in a trade or business in the United States or present therein or having or having had a permanent establishment in the United States;
therein, or (ii) having a current such Holder's present or former connection with the United States (other than a connection arising solely status as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a foreign personal holding company, controlled foreign corporation or passive foreign investment company or a controlled foreign corporation with respect to the United States or as a foreign personal holding company corporation that has accumulated accumulates earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notestax, assessment or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company other governmental charge which would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been so imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, Security or coupon for payment on a date more than 30 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(ic) any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other governmental charge;
(d) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment in respect of any Security or coupon, if such payment can be made without such withholding by at least one other Paying Agent;
(e) any tax, assessment or deduction that other governmental charge which is payable otherwise than by withholding from payments in respect of such Security or coupon;
(f) any tax, assessment or other governmental charge imposed on a payment pursuant Holder of a Security or coupon that actually or constructively owns 10 percent or more of the capital or profits of the Partnership entitled to Sections 1471 through 1474 vote within the meaning of Section 871(h)(3) of the Code and or that is a controlled foreign corporation related Treasury regulations and pronouncements to the Issuers through equity ownership;
(g) any tax, assessment or any successor provisions thereto (that are substantially comparable and not materially more onerous other governmental charge imposed as a result of the failure to comply withwith applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of a Security or coupon, if such compliance is required by statute or by regulation of the United States, as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(h) and any regulations tax, assessment or official law, agreement other governmental charge imposed with respect to payments on any Registered Security by reason of the failure of the Holder to fulfill the statement requirement of Sections 871(h) or interpretations thereof implementing an intergovernmental approach thereto881(c) of the Code; or
(ji) in the case of any combination of items (a), (b), (c), (d), (e), (f), (g) through and (i) above. The Notes are subject in all cases h); nor will additional amounts be paid with respect to any tax, fiscal payment on any such Security or coupon to a Holder who is a fiduciary or partnership or other law than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or regulation any political subdivision thereof) to be included in the income for federal income tax purposes of a beneficiary or administrative or judicial interpretation applicable settler with respect to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government fiduciary or a political subdivision member of such partnership or taxing authority a beneficial owner who would not have been entitled to payment of the additional amounts had beneficiary, settler, member or in any government beneficial owner been the Holder of such Security or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountcoupon.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the "Additional Amounts"); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlorsettler, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such holder's past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a “precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10-percent shareholder’’ % shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (vii) in the ordinary course of its trade or business;
(b) this Section 4(a); nor shall any Additional Amounts be paid to any Holder that holder who is not a fiduciary or partnership or other than the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only this Note to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 1 contract
Sources: Note Agreement (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, If any present or future taxes, duties, assessments or other governmental charges of whatever nature, are imposed or levied by the jurisdiction, other than the United States States, where ▇▇▇▇▇▇ Parent or a successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any taxing jurisdiction, other than the United States, from or through which the Payor makes a payment on the Debt Securities, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (collectively, the “TaxesRelevant Tax Jurisdiction”) unless such withholding or deduction is required by law. If such withholding or deduction is required by lawin respect of any payments under the Debt Securities, including any Guarantee with respect to any series of Debt Securities, the Company Payor shall pay to each beneficial owner who is not Holder of a United States Person (as defined below) Debt Security, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, amounts paid to such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), Holder will be not be less than the amount provided specified in such Notes Debt Security to be then due and payablewhich such holder is entitled; provided, however, that the foregoing obligation Payor shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(a) to any Taxes that tax, assessment or other governmental charge which would not have been imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such holder (or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident of the Relevant Tax Jurisdiction or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
Relevant Tax Jurisdiction or (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Debt Security (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;
(ib) to any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or deduction in respect of) principal of, premium, if any, or any interest on, the Debt Securities;
(d) any tax, assessment or other governmental charge that is imposed on a payment pursuant to Sections 1471 through 1474 or withheld by reason of the Code and related Treasury regulations and pronouncements failure by the holder or any successor provisions thereto (that are substantially comparable and not materially more onerous the beneficial owner of the Debt Security to comply with) and any regulations or official lawwith a request of the Payor addressed to the holder to provide information, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal documents or other law evidence concerning the nationality, residence or identity of the holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or judicial interpretation applicable to part of such Notes. Except as specifically provided in this Section 2.17tax, the Company shall not be required to make any payment for any taxes, duties, assessments assessment or other governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.charge; or
Appears in 1 contract
Sources: Indenture (Cooper Industries, Ltd.)
Payment of Additional Amounts. All payments in respect of In the Notes shall be made by or on behalf of event that the Company without is required to make any withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or governmental charges of whatever nature, taxes imposed or levied by the United States Republic of South Africa (or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”therein) unless such withholding from any payment made under or deduction is required by law. If such withholding or deduction is required by lawwith respect to the Securities, the Company shall (a) pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts of interest (“Additional Amounts”"ADDITIONAL AMOUNTS") on such Notes as are may be necessary in order so that the net payment amount received by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction each Holder (including any withholding or deduction on such Additional Amounts), ) will not be less than the amount provided in the Holder would have received had such Notes taxes not been withheld or deducted, and (b) provide to be then due and payableeach Holder certified copies of tax receipts evidencing the payment by the Company of the applicable South African taxes within 30 days after the date of such payment; providedPROVIDE, howeverHOWEVER, that no Additional Amount will be payable with respect to a payment made to a non-resident Holder if the foregoing obligation to pay Additional Amounts shall not applytax so imposed is:
(ai) to any Taxes tax, duty, assessment or other governmental charge that would not have been imposed but for (a) the beneficial ownerexistence of any present or former connection, other than the holding of Securities or the receipt of amounts payable in respect of Securities, between the Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the beneficial owner Holder, if the beneficial owner Holder is an estate, nominee, trust, partnership or corporation) and South Africa or any common monetary area for South Africa purposes, in other words, Lesotho, Namibia, Botswana and Swaziland, including, without limitation, the Holder (or a Person holding a power over an estate the fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment therein or (b) the presentation of Securities (where presentation is required) for payment on a date more than 30 days after the date on which the payment in respect of such Securities first became due and payable or provided for, whichever occurs later, except to the United Statesextent that the Holder would have been entitled to such Additional Amounts had the Securities been presented for payment on the last day of that period of 30 days;
(ii) having any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or beneficial owner of the Securities with a current request by the Company addressed to the Holder or former connection with beneficial owner (a) to provide information, concerning the United States nationality, residence or identity of the Holder or beneficial owner or (b) to make any declaration or other than similar claim or satisfy any information or reporting requirement, which, in the case of (a) or (b), is required or imposed by a connection arising solely statute, regulation or administrative practice of the taxing jurisdictions as a result of the ownership precondition to exemption form all or part of such Notestax, the receipt of any payment duty, assessment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United Statesother governmental charge;
(iii) being any estate, inheritance, gift, sale, transfer, personal property or having been a personal holding companysimilar tax, a passive foreign investment company duty, assessment or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income taxother governmental charge;
(iv) being any tax, duty, assessment or having been a “10-percent shareholder’’ other governmental charge which is payable otherwise than by deduction or withholding from payment of principal of or interest on the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; orSecurities;
(v) being any tax, assessment, duty or other governmental charge imposed on a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only Securities to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of held the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach theretoSecurities; or
(jvi) in the case of any combination of items (ai), (ii), (iii), (iv) through and (iv) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect If specified pursuant to Section 301, the provisions of the Notes this Section 1010 shall be made applicable to Securities of any series. The Company will, subject to the exceptions and limitations set forth below, pay to the Holder of any Security or coupon who is a United States Alien such additional amounts as may be necessary so that every net payment on such Security or coupon, after deduction or withholding by or on behalf of the Company without withholding or deduction for, any of its Paying Agents for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges charge imposed upon or as a result of whatever nature, imposed or levied such payment by the United States (or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amountstherein), will not be less than the amount provided in such Notes Security or in such coupon to be then due and payable; provided. However, howeverthe Company will not make any payment of additional amounts if the Holder is subject to taxation solely for reasons other than its ownership of the Security or coupon, that nor will the foregoing obligation to pay Additional Amounts shall not applyCompany make any payment of additional amounts for or on account of:
(a) to any Taxes tax, assessment or other governmental charge that would not have is imposed or withheld solely by reason of the existence of any present or former connection (other than the mere fact of being a Holder of a Security or coupon) between such Holder (or between a fiduciary, settlor, beneficiary or person holding a power over such Holder, if such Holder is an estate or trust, or a member or shareholder of such Holder, if such Holder is a partnership or corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder) being or having been a citizen, resident of the United States or treated as a resident thereof;
(b) any tax, assessment or other governmental charge that is imposed but for or withheld solely by reason of the beneficial owner, Holder (or a fiduciary, settlor, beneficiarybeneficiary or person holding a power over such Holder, if such Holder is an estate or trust, or a member or shareholder of the beneficial owner such Holder, if the beneficial owner such Holder is an estate, trust, a partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
) (i) being or having been present in, or engaged in a trade or business in in, the United States States, (ii) being treated as having been present in, or engaged in a trade or business in, the United States, or (iii) having or having had a permanent establishment in the United States;
(iic) having a current any tax, assessment or former connection with the United States (other than a connection arising governmental charge that is imposed or withheld solely as a result by reason of the ownership Holder (or a fiduciary, settlor, beneficiary or person holding a power over such Holder, if such Holder is an estate or trust, or a member or shareholder of such NotesHolder, the receipt of any payment if such Holder is a partnership or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iiicorporation) being or having been with respect to the United States a personal holding company, a controlled foreign corporation, a foreign personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States company, or a foreign personal holding company private foundation or other foreign tax-exempt organization, or being a corporation that has accumulated accumulates earnings to avoid United States federal income tax;
(ivd) being any tax, assessment or having been other governmental charge imposed on a “Holder that actually or constructively owns 10-percent shareholder’’ % or more of the total combined voting power of all classes of stock of the Company entitled to vote within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the Holder for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(f) any tax, assessment or other governmental charge that is payable by any method other than withholding or deduction by the Company or any Paying Agent from payments in respect of such Security or coupon;
(g) any gift, estate, inheritance, sales, transfer, personal property or excise tax or any similar tax, assessment or other governmental charge;
(h) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment in respect of principal of any Security or interest on the Notes, coupon if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European UnionAgent;
(fi) to any Taxes tax, assessment or other governmental charge that would not have been is imposed but for or withheld by reason of a change in law, regulation, regulation or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(gj) any tax, assessment or other governmental charge imposed as a result of the failure to any estatecomply with applicable certification, inheritanceinformation, giftdocumentation or other reporting requirements concerning the nationality, salesresidence, excise, transfer, wealth, capital gains identity or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for connection with the presentation by United States of the Holder or beneficial owner of a Security or coupon, if such Notecompliance is required by statute or by regulation of the United States, where presentation is requiredas a precondition to relief or exemption from such tax, for payment on a date more than 30 days after the date on which payment became due and payable assessment or the date on which payment thereof is duly provided for, whichever occurs laterother governmental charge;
(ik) any tax, assessment or other governmental charge imposed with respect to payments on any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 Registered Security by reason of the Code and related Treasury regulations and pronouncements failure of the Holder to fulfill the statement requirement of Sections 871(h) or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with881(c) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach theretoof the Code; or
(jl) in the case of any combination of items (a) through ), (b), (c), (d), (e), (f), (g), (h), (i), (j) aboveand (k). The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17In addition, the Company shall will not be required pay additional amounts to make any payment for any taxesa beneficial owner of a Security or coupon that is a fiduciary, dutiespartnership, assessments limited liability company or governmental charges other fiscally transparent entity, or to a beneficial owner of whatever nature imposed by any government a Security or coupon that is not the sole beneficial owner of such Security or coupon, as the case may be. This exception, however, will apply only to the extent that a beneficiary or settlor with respect to the fiduciary, or a political subdivision beneficial owner or taxing authority member of the partnership, limited liability company or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall other fiscally transparent entity, would not have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice been entitled to the Trustee upon becoming aware payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its requirement to pay any Additional Amountbeneficial or distributive share of the payment.
Appears in 1 contract
Sources: Indenture (Kraft Foods Inc)
Payment of Additional Amounts. All payments The Company will, subject to certain exceptions and limitations set forth below, pay such additional amounts (the "Additional Amounts") to the Holder of this Note or of any Coupon appertaining hereto who is a United States Alien as may be necessary in respect order that every net payment of the Notes shall be made by or principal of and interest on behalf of the Company without this Note and any other amounts payable on such Note, after withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or governmental charges charge imposed upon or as a result of whatever nature, imposed or levied such payment by the United States (or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amountstherein), will not be less than the amount provided for in this Note or such Notes Coupon to be then due and payable; provided. The Company will not, however, that the foregoing obligation be required to pay make any payment of Additional Amounts shall not applyto any such Holder for or on account of:
(a) to any Taxes such tax, assessment or other governmental charge that would not have been so imposed but for (i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner such Holder, if the beneficial owner such Holder is an estate, a trust, a partnership or a corporation) and the United States and its possessions, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a Person holding a power over an estate citizen or trust administered by a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States or present therein or having or having had a permanent establishment in the United States;
therein or (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder of this Note or beneficial owner of any such Note, where presentation is required, Coupon for payment on a date more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(ib) to any withholding estate, inheritance, gift, sales, transfer or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements personal property tax or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations similar tax, assessment or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; orgovernmental charge;
(jc) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal assessment or other law governmental charge imposed by reason of such Holder's past or regulation present status as a personal holding company or administrative foreign personal holding company or judicial interpretation applicable controlled foreign corporation or passive foreign investment company with respect to such Notes. Except the United States or as specifically provided a corporation that accumulates earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organization;
(d) any tax, assessment or other governmental charge that is payable otherwise than by withholding from payments on or in respect of this Section 2.17Note;
(e) any tax, the Company shall not be assessment or other governmental charge required to make be withheld by any Paying Agent from any payment for any taxesof principal of or interest on this Note, duties, assessments or governmental charges of whatever nature imposed if such payment can be made without such withholding by any government other Paying Agent in a city in Western Europe; (f) any tax, assessment or a other governmental charge that would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the owner or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority of thereof or in any government therein as a precondition to relief or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility exemption from such tax, assessment or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.other governmental charge;
Appears in 1 contract
Payment of Additional Amounts. All payments in respect The Company shall pay to the holder (including, for purposes of the Notes shall this Section 4, each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) additional amounts as may be made by necessary so that every net payment of principal of and interest on this Note to such holder, after deduction or on behalf of the Company without withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges of whatever nature, charge imposed or levied upon such holder by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such Notes this Note to be then due and payablepayable (such amounts, the “Additional Amounts”); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlor, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States or treated as a resident thereof or being or having been engaged in trade or business or present in the United States, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a other governmental charge imposed on foreign personal holding company, company income or by reason of such holder’s past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States States, or as a foreign personal holding company corporation that has accumulated accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of the holder, if such compliance is required by statute or by regulation of the U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code of 1986, as amended (the “10-percent shareholder’’ Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code;
(viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any successor provisionlaw implementing or complying with, or introduced in order to conform to, such Directive; or;
(ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (viii) in the ordinary course of its trade or business;
(b) this Section 4(a); nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that holder who is a fiduciary, fiduciary or partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof, would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 1 contract
Sources: Note (Wal Mart Stores Inc)
Payment of Additional Amounts. All In the event that any payments in respect due and payable on the Bonds, or any delivery of Shares or other cash payment (if any) on conversion of the Notes shall be made by or on behalf of the Company without Bonds, is subject to withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or other governmental charges of whatever naturewhatsoever nature (“Taxes”) imposed, imposed levied, collected, withheld or levied assessed by or on behalf of Singapore, France or the United States or any taxing authority thereof other jurisdiction from which any payment is made on the Bonds (or therein (collectively, “Taxes”) unless such withholding any political subdivision or deduction is required by law. If such withholding or deduction is required by lawTaxing Authority thereof), the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (the “Additional Amounts”) on in respect of such Notes payments as are may be necessary in order that the net payment amounts received by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, Holders after such withholding or deduction (including any shall equal the respective amounts that would have been receivable in respect of the Bonds in the absence of such withholding or deduction on deduction, except that no such Additional Amounts), will not be less than the amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not applybe payable for or on account of:
(a) to any Taxes that would not have been imposed but for the beneficial owner, or a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner if the beneficial owner is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered asfor:
(i) the existence of any present or former connection between the Holder and/or the beneficial owner of such Bond and Singapore, France or the United States, other than merely holding such Bond, including such Holder and/or beneficial owner being or having been a national, domiciliary or resident of or treated as a resident thereof or being or having been present or engaged in a trade or business in the United States or having therein or having had a permanent establishment therein; or
(ii) the presentation of such Bond (if presentation is required) more than thirty (30) days after the later of the date on which any payment on such Bond became due and payable pursuant to the terms thereof or the date that such payment was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Bond for payment on any date within such thirty (30) day period; or
(iii) the presentation of such Bond (if presentation is required) for payment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of , unless such Notes, the receipt of any Bond could not have been presented for payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provisionelsewhere; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) any estate, inheritance, gift, sale, transfer, stamp, personal property or similar tax, assessment or other governmental charge including without limitation withholding or deduction imposed on a payment to an individual and required to be made pursuant to any Holder that is not European Union Directive 2003/48/EC on the sole beneficial owner taxation of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to savings implementing the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member conclusions of the partnership ECOFIN Council meeting of November 26-27 2000 or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner law implementing or member received directly its beneficial or distributive share of the payment;complying with such Directive; or
(c) to any Taxes tax, assessment or other governmental charge that would not have been is imposed but for or withheld by reason of the failure to comply by the Holder or the beneficial owner of the Bond with a request by the Company addressed to the Holder to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner owner, or to comply with make any applicable certificationdeclaration or other similar claim or satisfy any information or reporting requirement that is required or imposed by a statute, identification treaty, regulation or information reporting requirements concerning the nationality, residence, identity or connection with the United States administrative practice of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party jurisdiction as a precondition to exemption from all or a part of such Taxes;tax, assessment or other governmental charge; or
(d) presented for payment by or on behalf of a holder who would have been able to any Tax that is imposed otherwise than avoid such withholding or deduction by withholding by presenting the Company or the relevant Bond to another Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Conversion Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(je) in the case of any combination of items Taxes referred to in the preceding sub-clauses (a), (b), (c) through and (i) aboved). The Notes are subject Company's obligation hereunder to pay the Additional Amounts resulted from tax deduction or withholding under the laws of the United States shall cease upon the Holders' election not to have their Bonds redeemed under Section 3.6. Any reference in all cases this Indenture to any tax, fiscal payment due and payable in respect of the Bonds or other law or regulation or administrative or judicial interpretation applicable delivery of Shares upon conversion of the Bonds shall be deemed also to include any such Notes. Except as specifically provided Additional Amounts that may be payable in accordance with the provisions described in this Section 2.17, Indenture and under the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges terms of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional AmountBonds.
Appears in 1 contract
Sources: Indenture (Aerkomm Inc.)
Payment of Additional Amounts. All Any and all payments to a Holder of principal (and premium, if any) and interest in respect of the Notes shall Securities will be made by or on behalf of the Company free and clear of, and without withholding or deduction for, or on account of, any and all present or and future withholding taxes, duties, assessments assessments, levies, imposts or governmental charges of whatever nature("Taxes") whatsoever imposed by or on behalf of, imposed the Cayman Islands or levied by the United States Brazil or any political subdivision or taxing authority thereof or therein (collectivelytherein, “Taxes”) unless such withholding or deduction is required by law. If In that event, the Company or the Guarantors, as the case may be, shall pay such additional amounts (the "Additional Amounts") as will result in the receipt by the Holders of such amounts as would have been received by them if no such withholding or deduction is required by lawhad been required, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) except that no such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), will not be less than the amount provided in such Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not applybe payable in respect of any Security:
(ai) to any Taxes that would not have been imposed but held by, or by a third party on behalf of, a holder which is liable for the beneficial ownersuch taxes, duties, assessments, levies, imposts or governmental charges in respect of such Security by reason of its (or a fiduciary, settlor, beneficiary, member or shareholder shareholder, beneficiary of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(ii) having a current some present or former connection with the United States Cayman Islands or Brazil (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;Cayman Islands or Brazil or being or having been engaged in trade or business therein) other than the mere holding of such Security; or
(ii) where (in the case of a payment of principal, premium, if any, or interest on the Maturity Date or date of earlier redemption) the relevant Security is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if it had surrendered the relevant Security on the last day of such period of 30 days; or
(iii) being if such tax is an estate, inheritance, gift, sales, transfer or having been a personal holding companyproperty tax or any similar tax, a passive foreign investment company assessment, levy, impost or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;governmental charge; or
(iv) being or having been if such amount is (a) payable other than by withholding from a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Codepayment on such Security, or (b) required to be withheld by a paying agent and such payment can be made without such withholding by any successor provisionother paying agent; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade if such tax, duty, assessment, levy, impost or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that governmental charge would not have been imposed but for the failure of the Holder or beneficial owner such holder to comply with any applicable certification, identification information, documentation or information other reporting requirements concerning the nationality, residence, identity or connection with the United States Cayman Islands or Brazil of the Holder or beneficial owner of such Notes, Security if such compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to relief or exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that of all or part of such tax, duty, assessment, levy, impost or governmental charge; or
(vi) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Sections 1471 through 1474 Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments or any European Union Directive otherwise implementing the conclusions of the Code ECOFIN Council meeting of 26 and related Treasury regulations and pronouncements 27 November 2000 or any successor provisions thereto (that are substantially comparable and not materially more onerous law implementing or complying with, or introduced in order to comply with) and conform to, any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach theretosuch Directive; or
(jvii) in the case of any combination of items (ai) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountvi).
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the The Company shall pay to each beneficial owner the holder of this Note who is not a United States Person Alien (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order so that the every net payment of principal of and interest on this Note to such holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such holder by the Company United States of America or the Paying Agent any taxing authority thereof or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)therein, will not be less than the amount provided in such the Notes to be then due and payablepayable (such amounts, the "Additional Amounts"); provided, however, that the foregoing obligation Company shall not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been imposed but for (A) the beneficial ownerexistence of any present or former connection between such holder, or between a fiduciary, settlorsettler, beneficiarybeneficiary of, member or shareholder of, or possessor of the beneficial owner a power over, such holder, if the beneficial owner such holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(i) being or having been engaged in a trade or business in and the United States including, without limitation, such holder, or having such fiduciary, settlor, beneficiary, member, shareholder or having had a permanent establishment in the United States;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespossessor, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United StatesStates of America or treated as a resident thereof or being or having been engaged in trade or business in, or present in, the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;
(ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;
(iii) being any tax, assessment or having been a personal holding company, other governmental charge imposed by reason of such holder's past or present status as a passive foreign investment company or company, a controlled foreign corporation corporation, a personal holding company or foreign personal holding company with respect to the United States of America, or as a foreign personal holding company that has accumulated corporation which accumulates earnings to avoid United States federal income tax;
(iv) being any tax, assessment or having other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note;
(v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent;
(vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a “precondition to relief or exemption from such tax, assessment or other governmental charge;
(vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10-percent shareholder’’ % shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into and (vii) in the ordinary course of its trade or business;
(b) this Section 5(a); nor shall any Additional Amounts be paid to any Holder that holder who is not a fiduciary or partnership or other than the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only this Note to the extent that a beneficiary or settlor with respect to the such fiduciary, or a member of such partnership or a beneficial owner or member of the partnership or limited liability company thereof would not have been entitled to the payment of any such Additional Amounts had the such beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning been the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amountholder.
Appears in 1 contract
Sources: Note (Wal Mart Stores Inc)
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, If any present or future taxes, duties, assessments or other governmental charges of whatever natureare imposed by any jurisdiction where the Company or a successor thereof (a "Payor") is organized or otherwise considered by a taxing authority to be a resident for tax purposes, imposed any jurisdiction from or levied by through which the United States Payor makes a payment on the Securities, or, in each case, any political organization or any taxing governmental authority thereof or therein having the power to tax (collectively, “Taxes”the "Relevant Tax Jurisdiction") unless such withholding or deduction is required by law. If such withholding or deduction is required by lawin respect of any payments under the Securities, the Company shall Payor will pay to each beneficial owner who is not Holder of a United States Person (as defined below) Security, to the extent it may lawfully do so, such additional amounts (“"Additional Amounts”") on such Notes as are may be necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, amounts paid to such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), Holder will be not be less than the amount provided specified in such Notes Security to be then due and payablewhich such Holder is entitled; provided, however, that the foregoing obligation Payor will not be required to pay make any payment of Additional Amounts shall not applyfor or on account of:
(a1) to any Taxes that Any tax, assessment or other governmental charge which would not have been imposed but for (a) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of the beneficial owner a power over, such Holder, if the beneficial owner such Holder is an estate, trust, partnership partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction other than solely by the holding of Notes or by the receipt of principal or interest in respect of the Notes, including, without limitation, such Holder (or a Person holding a power over an estate such fiduciary, settlor, beneficiary, member, shareholder or trust administered by a fiduciary holder, being considered as:
(ipossessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business in the United States therein or having or having had a permanent establishment in the United States;
(ii) having a current therein or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, a Security (where presentation is required, ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs laterlater (in either case (x) or (y), except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented for such 30-day period);
(i2) to any withholding Any estate, inheritance, gift, sales, transfer, personal property or deduction similar tax, assessment or other governmental charge;
(3) Any tax, assessment or other governmental charge that is imposed on a payment pursuant to Sections 1471 through 1474 or withheld by reason of the Code failure by the Holder or the beneficial owner of the Security to comply with a reasonable and related Treasury regulations and pronouncements timely request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;
(4) Any tax, assessment or other governmental charge that is payable otherwise than by any deduction or withholding from any payment of the principal of, or any successor provisions thereto premium or interest on, any Security;
(that are substantially comparable and not materially more onerous 5) Any tax imposed on, or measured by, net income;
(6) Any tax, assessment or other governmental charge required to comply with) and be deducted or withheld by any regulations Paying Agent from any payment of the principal of, or official lawany premium or interest on, agreement any Security, if such payment can be made alternatively at the Holder's option without such deduction or interpretations thereof implementing an intergovernmental approach theretowithholding by any other Paying Agent available to such Holder at the same time; or
(j7) Any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Security to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the case income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security. The Payor will provide the Trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be made available to the Holders of the Securities or the Paying Agents, as applicable, upon request therefor. The Company will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of the Securities or any other document or instrument referred to therein (other than a transfer of the Securities), or the receipt of any combination of items (a) through (i) above. The Notes are subject in all cases payments with respect to the Securities, excluding any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments charges or governmental charges of whatever nature similar levies imposed by any government jurisdiction that is not a Relevant Tax Jurisdiction, other than those resulting from, or a political subdivision required to be paid in connection with, the enforcement of the Securities or taxing authority of any other such document or in any government or political subdivision. Neither instrument following the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation occurrence of any Additional Amounts. The Company shall give prompt notice Event of Default with respect to the Trustee upon becoming aware of its requirement Securities. All references in this Indenture to pay principal of, premium, if any, and interest on the Securities will include any Additional AmountAmounts payable by the Payor in respect of such principal, such premium, if any, and such interest.
Appears in 1 contract
Sources: Indenture (NCL CORP Ltd.)
Payment of Additional Amounts. All payments of principal and interest in respect of the Notes shall or Coupons will be made by free and clear of, and without deduction or on behalf of the Company without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or other governmental charges of whatever naturewhatsoever nature imposed, imposed levied, collected, withheld or levied assessed by the United States or any political subdivision or taxing authority thereof or therein (collectivelytherein, “Taxes”) unless such withholding or deduction is required by law. If In the event such withholding or deduction is required by law, subject to the limitations set forth below, the Company shall will pay as additional interest on the Notes or Coupons to each the holder or beneficial owner of any Note or Coupon who is not a United States Person (as defined below) Alien such additional amounts (“Additional Amounts”) on such Notes as are may be necessary in order that the every net payment by the Company or the any Paying Agent of principal of or a withholding agent of interest on the principal of, and premium, if any, and interest on, such NotesNotes or Coupons (including upon redemption), after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed upon or as a result of such withholding payment by the United States or deduction (including any withholding political subdivision or deduction on such Additional Amounts)taxing authority thereof or therein, will not be less than the amount provided for in such Notes Note or Coupon to be then due and payablepayable before any such tax, duty, assessment or other governmental charge; provided, however, that the foregoing obligation to pay Additional Amounts shall not applyapply to:
(a) to any Taxes that tax, duty, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between such holder or beneficial owner, owner (or between a fiduciary, settlor, beneficiary, member member, shareholder or shareholder of the other equity owner of, or a person having a power over, such holder or beneficial owner owner, if the such holder or beneficial owner is an estate, a trust, partnership a limited liability company, a partnership, a corporation or corporationother entity) and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having such a Person holding power) being or having been a power over an estate citizen or trust administered by resident or treated as a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States therein or being or having been present therein or having or having had a permanent establishment in the United States;
therein, (ii) having a current the failure of such holder or former connection beneficial owner to comply with the any requirement under United States income tax laws and regulations to establish entitlement to a partial or complete exemption from such tax, duty, assessment or other governmental charge (other than a connection arising solely as a result any such exemption which is conditioned upon the disclosure to the Company, any paying agent or any governmental authority of the ownership nationality, residence or identity of such Notes, the receipt beneficial owner of any payment the Note or the enforcement of any rights thereunderCoupon), including or (iii) such holder or beneficial owner being or having been a citizen or resident of with respect to the United States;
(iii) being or having been States a personal holding company, a foreign personal holding company, a controlled foreign corporation, a passive foreign investment company company, a foreign private foundation, a foreign tax exempt organization or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated which accumulates earnings to avoid United States federal income tax;
(ivb) being any tax, duty, assessment or other governmental charge imposed by reason of the holder or beneficial owner (i) owning or having been a “10-percent shareholder’’ owned, directly or indirectly, actually or constructively, 10 per cent. or more of the Company within the meaning total combined voting power of Section 871(h)(3) all classes of stock of the CodeCompany, or any successor provision; or;
(vii) being a bank receiving payments on an extension interest described in section 881(c)(3)(A) of credit made pursuant the Code or (iii) being a controlled foreign corporation with respect to a loan agreement entered into in the ordinary course of its trade or businessUnited States that is related to the Company by stock ownership;
(bc) any tax, duty, assessment or other governmental charge which would not have been so imposed but for the presentation by the holder or beneficial owner of such Note or coupon for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or beneficial owner would have been entitled to such Additional Amounts on presenting such Note or coupon on any Holder date during such 10-day period;
(d) any estate, inheritance, gift, sales, transfer, personal property, wealth, interest equalization or any similar tax, assessment or governmental charge;
(e) any tax, duty, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on such Note or Coupon;
(f) any tax, duty, assessment or other governmental charge which is payable by a holder that is not the sole beneficial owner of such Notesthe Note or the Coupon, or a portion of such Noteseither, or that is a fiduciary, partnership or partnership, limited liability companycompany or other similar entity, but only to the extent that a beneficial owner, a beneficiary or settlor with respect to the fiduciary, a beneficial owner such fiduciary or member of the partnership or such partnership, limited liability company or similar entity would not have been entitled to the payment of any an Additional Amounts Amount had the beneficiarysuch beneficial owner, settlor, beneficial owner beneficiary or member received directly its beneficial or distributive share of the payment;
(cg) to any Taxes that would not have been imposed but for the failure of the Holder tax, duty, assessment or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax other governmental charge required to be withheld by any Paying Agent from any payment of principal of or interest on the Notesany Note or Coupon, if such payment can be made without such withholding by at least one any other Paying Agent paying agent;
(h) any tax, duty, assessment or other governmental charge required to be withheld or deducted where such withholding or deduction is imposed on a payment to an individual pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26th-27th November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;
(i) any tax, duty, assessment or other governmental charge that would not have been imposed in respect of any Note or coupon if such Note or coupon had been presented to another paying agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a), (b), (c), (d), (e), (f), (g), (h) through and (i). For purposes of the foregoing, the holding of or the receipt of any payment with respect to a Note or a Coupon shall not constitute a connection between the holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) aboveand the United States. Any reference herein, in the Fiscal Agency Agreement or in the Notes to principal or interest shall be deemed to refer to Additional Amounts which may be payable under the provisions of this section. The Notes are subject in Company shall pay all cases stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority therein with respect to any tax, fiscal the execution and delivery of the Fiscal Agency Agreement or other law or regulation or administrative or judicial interpretation applicable to such issuance of the Notes. Except as specifically provided in this Section 2.17the Notes, the Company shall not be required to make any payment for with respect to any taxestax, dutiesduty, assessments assessment or other governmental charges of whatever nature charge imposed by any government or a any political subdivision or taxing authority of thereof or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amounttherein.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect (a) The Company shall, subject to the exceptions and limitations set forth below, pay to the Holder of the Notes shall any Note such additional amounts as may be made by necessary to ensure that every net payment on such Note, after deduction or on behalf of the Company without withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges charge imposed upon or as a result of whatever nature, imposed or levied such payment by the United States or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)United States, will not be less than the amount provided in such Notes note to be then due and payable; provided. However, however, that the foregoing obligation to pay Additional Amounts Company shall not applypay additional amounts for or on account of:
(ai) to any Taxes tax, assessment or other governmental charge that would not have been is imposed but for or withheld solely by reason of the existence of any present or former connection (other than the mere fact of being a Holder or beneficial owner, owner of a Note) between the Holder or beneficial owner (or between a fiduciary, settlor, beneficiarybeneficiary or person holding a power over such Holder or beneficial owner, if the beneficial owner is an estate or trust, or a partner, member or shareholder of the beneficial owner, if the beneficial owner is a partnership, limited liability company or corporation) of a Note and the United States, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, person holding a power, partner, member or shareholder) being or having been a citizen or resident of the United States or treated as being or having been a resident thereof;
(ii) any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the Holder or beneficial owner (or a fiduciary, settlor, beneficiary or person holding a power over such beneficial owner, if the beneficial owner is an estate, estate or trust, partnership or corporation, or a Person holding partner, member or shareholder of the beneficial owner, if the beneficial owner is a power over an estate partnership, limited liability company or trust administered by a fiduciary holder, being considered as:
corporation) (i) being or having been present in, or engaged in a trade or business in in, the United States States, (ii) being treated as having been present in, or engaged in a trade or business in, the United States, or (iii) having or having had a permanent establishment in the United States;
(iiiii) having a current any tax, assessment or former connection with the United States (other than a connection arising governmental charge that is imposed or withheld solely as a result by reason of the ownership of Holder or beneficial owner (or a fiduciary, settlor, beneficiary or person holding a power over such Notesbeneficial owner, if the receipt of any payment beneficial owner is an estate or the enforcement of any rights thereunder)trust, including being or having been a citizen partner, member or resident shareholder of the United States;
(iiibeneficial owner, if the beneficial owner is a partnership, limited liability company or corporation) being or having been with respect to the United States a personal holding company, a controlled foreign corporation, a passive foreign investment company or a controlled foreign corporation with respect to the United States or company, a foreign personal holding company private foundation or other foreign tax-exempt organization, or being a corporation that has accumulated accumulates earnings to avoid United States U.S. federal income tax;
(iv) being any tax, assessment or having been other governmental charge imposed on a “beneficial owner that actually or constructively owns 10-percent shareholder’’ % or more of the Company total combined voting power of all of our classes of stock that are entitled to vote within the meaning of Section 871(h)(3) of the Internal Revenue Code of 1986, as amended (the “Code, or any successor provision; or”);
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade any tax, assessment or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company other governmental charge which would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been so imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner presentation (where such presentation is required) of such NotesNote for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which such payment is duly provided for, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxeswhichever occurs later;
(dvi) to any Tax tax, assessment or other governmental charge that is imposed otherwise payable by any method other than by withholding or deduction by the Company or the Paying Agent any paying agent from the paymentpayments in respect of such Note;
(evii) any gift, estate, inheritance, sales, transfer, personal property or excise tax or any similar tax, assessment or other governmental charge;
(viii) any withholding or deduction that is imposed on a payment that is required to be made pursuant to European Council Directive 2003/48/EC or any Tax other Directive amending, supplementing or replacing such Directive, or any law implementing or complying with our introduced in order to conform to, such Directive or Directives.
(ix) any tax, assessment or other governmental charge required to be withheld by any Paying Agent paying agent from any payment in respect of principal of or interest on the Notes, any Note if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Unionpaying agent;
(fx) to any Taxes tax, assessment or other governmental charge that would not have been is imposed but for or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(gxi) to any estatetax, inheritance, gift, sales, excise, transfer, wealth, capital gains assessment or personal property tax or similar Taxes;
(h) to any Taxes that would not have been other governmental charge imposed but for as a result of the presentation by failure of the Holder or beneficial owner of such a Note to comply with a request to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of a Note, where presentation if such compliance is requiredrequired by statute or regulation of the United States as a precondition to relief or exemption from such tax, for payment on a date more than 30 days after the date on which payment became due and payable assessment or the date on which payment thereof is duly provided for, whichever occurs laterother governmental charge;
(ixii) any tax, assessment or other governmental charge imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of Section 871(h) or Section 881(c) of the Code; or
(xiii) any withholding tax, assessment or deduction that is other governmental charge imposed on a payment pursuant to under Sections 1471 through 1471-1474 of the Code and related the U.S. Treasury regulations thereunder (“FATCA”), any agreement with the U.S. Internal Revenue Service in connection with FATCA, any intergovernmental agreement between the United States and pronouncements any other jurisdiction with respect to FATCA, or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement regulation or interpretations thereof implementing an other official guidance enacted in any jurisdiction implementing, or in connection with, FATCA or any intergovernmental approach theretoagreement; or
(jxiv) in the case of any combination of items (ai) through (ixiii) above. The Notes are subject in all cases .
(b) In addition, the Company will not pay additional amounts to any taxa beneficial owner of a Note that is a fiduciary, fiscal partnership, limited liability company or other law fiscally transparent entity, or regulation to a beneficial owner of a Note that is not the sole beneficial owner of such Note, as the case may be. This exception, however, will apply only to the extent that a beneficiary or administrative settlor with respect to the fiduciary, or judicial interpretation applicable a beneficial owner, partner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to such Notesthe payment of an additional amount had the beneficiary, settlor, beneficial owner, partner or member received directly its beneficial or distributive share of the payment. For purposes of this paragraph, the term “beneficial owner of a Note” includes any Person holding a Note on behalf of or for the account of a beneficial owner. Except as specifically provided in under this Section 2.172.15, the Company shall not be required to make any payment for any taxestax, duties, assessments assessment or other governmental charges of whatever nature charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. .
(c) The Company shall give prompt shall, to the extent permitted by law, maintain a paying agent in a Member State of the European Union (if any) that will not require withholding or deduction of tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced to conform to, such European Council Directive.
(d) In the event that the Company is required to pay additional amounts to Holders of Notes, the Company will provide written notice to the Trustee upon becoming aware of its requirement obligation to pay additional amounts, and the notice shall set forth the additional amounts to be paid by the Company on such payment date. The Trustee shall not at any Additional Amounttime be under any duty or responsibility to any Holder of Notes to determine the additional amounts, or with respect to the nature, extent, or calculation of the amount of additional amounts owed, or with respect to the method employed in such calculation of the additional amounts.
Appears in 1 contract
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the The Company without withholding or deduction forshall, or on account ofsubject to certain exceptions and limitations set forth below, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“the "Additional Amounts”") on such Notes to the Holder of any Security or of any coupon appertaining thereto who is a United States Alien as are may be necessary in order that the every net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, (including original issue discount) on such NotesSecurity and any other amounts payable on such Security, after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such withholding payment by the United States (or deduction (including any withholding political subdivision or deduction on such Additional Amountstaxing authority thereof or therein), will not be less than the amount provided for in such Notes Security or coupon to be then due and payable; provided. The Company shall not, however, that the foregoing obligation be required to pay make any payment of Additional Amounts shall not applyto any such Holder for or on account of:
(a) to any Taxes such tax assessment or other governmental charge that would not have been so imposed but for for:
(i) the beneficial owner, existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner such Holder, if the beneficial owner such Holder is an estate, a trust, a partnership or a corporation) and the United States and its possessions, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a Person holding a power over an estate citizen or trust administered by a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States or presence therein or having, or having or having had had, a permanent establishment in the United Statestherein or;
(ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder of any such Security or beneficial owner of such Note, where presentation is required, coupon for payment on a date more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.
Appears in 1 contract
Sources: Indenture (Bell Atlantic Corp)
Payment of Additional Amounts. All payments in respect of The Company will, subject to the Notes shall be made by or on behalf of the Company without withholding or deduction forexceptions and limitations set forth below, pay to or on account ofof a beneficial owner of a Note who is not a United States person for U.S. federal income tax purposes such additional amounts as may be necessary to ensure that every net payment by the Company of the principal of and interest on such Note, after deduction or withholding for or on account of any present or future taxestax, dutiesassessment or other governmental charge imposed upon or as a result of such payment, assessments or governmental charges of whatever nature, imposed or levied by the United States or any political subdivision or taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to each beneficial owner who is not a United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as are necessary in order that the net payment by the Company or the Paying Agent or a withholding agent of the principal of, and premium, if any, and interest on, such Notes, after such withholding or deduction (including any withholding or deduction on such Additional Amounts)United States, will not be less than the amount provided in that would have been payable had no such Notes to be then due and payable; provideddeduction or withholding been required. However, however, that the foregoing obligation to Company will not pay Additional Amounts shall not applyadditional amounts for or on account of:
(ai) to any Taxes that such tax, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between the Holder or beneficial owner, owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of the beneficial owner such person, if the beneficial owner such person is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such person (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a Person holding a power over an estate citizen or trust administered by a fiduciary holder, being considered as:
(i) resident thereof or being or having been engaged in a trade or business in the United States or present therein or having, or having or having had had, a permanent establishment in the United States;
therein or (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notespresentation, the receipt of any payment or the enforcement of any rights thereunder)where required, including being or having been a citizen or resident of the United States;
(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(iv) being or having been a “10-percent shareholder’’ of the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or;
(v) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(b) to any Holder that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes;
(d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment;
(e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union;
(f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes;
(h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of any such Note, where presentation is required, Note for payment on a date more than 30 15 calendar days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(iii) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or governmental charge;
(iii) any tax, assessment or other governmental charge imposed by reason of the Holder or beneficial owner’s past or present status as a personal holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company for U.S. federal income tax purposes or as a corporation which accumulates earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organization;
(iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note;
(v) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of such Note, if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(vi) any tax, assessment or other governmental charge that would not have been imposed but for a failure by the Holder or beneficial owner (or any financial institution through which the Holder or beneficial owner holds any Note or through which payment on the Note is made) to comply with any withholding certification, information, identification, documentation or deduction that is other reporting requirements (including entering into and complying with an agreement with the Internal Revenue Service) imposed on a payment pursuant to, or complying with any requirements imposed under an intergovernmental agreement entered into between the United States and the government of another country in order to implement the requirements of, Sections 1471 through 1474 of the Internal Revenue Code and related Treasury regulations and pronouncements as in effect on the date of issuance of the Notes or any successor provisions thereto (that are substantially comparable and or amended version of these provisions, to the extent such successor or amended version is not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; orwith than these provisions as enacted on such date;
(jvii) in any tax, assessment or other governmental charge imposed by reason of such beneficial owner’s past or present status as the case actual or constructive owner of 10% or more of the total combined voting power of all classes of stock entitled to vote of the Company or as a direct or indirect affiliate of the Company;
(viii) any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Note upon presentation of such Note, where required, if such payment can be made without such deduction or withholding upon presentation of such Note, where required, to any other Paying Agent; or any combination of two or more of items (ai), (ii), (iii), (iv), (v), (vi), (vii) through and (iviii) above. The Notes are subject in all cases , nor shall additional amounts be paid with respect to any tax, fiscal payment on a Note to a United States Alien Holder who is a fiduciary or partnership or other law than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the United States (or regulation any political subdivision thereof) to be included in the income, for tax purposes, of a beneficiary or administrative or judicial interpretation applicable settlor with respect to such Notesfiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder of the Note. Except as specifically provided in this Section 2.17Article 5, the Company shall will not be required to make any payment for any taxestax, duties, assessments assessment or other governmental charges of whatever nature charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.
Appears in 1 contract
Sources: Supplemental Indenture (Xylem Inc.)