Common use of Redemption for Changes in Withholding Taxes Clause in Contracts

Redemption for Changes in Withholding Taxes. The Company will be entitled to redeem the Notes, at its option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event that the Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts or indemnification payments as a result of: • a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Taxing Jurisdiction, which change or amendment is announced after May 13, 2004; or • any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after May 13, 2004, and, in each case, the Company or the Guarantor, as applicable, cannot avoid such obligation by taking reasonable measures available to it. Before the Company publishes or mails notice of redemption of the Notes as described above, it will deliver to the Trustee an Officers’ Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion of independent legal counsel of recognized standing stating that the Company or the Guarantor, as applicable, would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Appears in 1 contract

Sources: Global Note (Assured Guaranty LTD)

Redemption for Changes in Withholding Taxes. The Company will be entitled to redeem the Notes, at its option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event that the Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts or indemnification payments as a result of: • a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Taxing Jurisdiction, which change or amendment is announced after May 13, 2004; or • any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after May 13, 2004, and, in each case, the Company or the Guarantor, as applicable, cannot avoid such obligation by taking reasonable measures available to it. Before the Company publishes or mails notice of redemption of the Notes as described above, it will deliver to the Trustee an Officers’ Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion of independent legal counsel of recognized standing stating that the Company or the Guarantor, as applicable, would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Appears in 1 contract

Sources: Global Note (Assured Guaranty US Holdings Inc.)

Redemption for Changes in Withholding Taxes. The Company Subject to the BMA Redemption Requirements, the Senior Notes will be entitled to redeem the Notesredeemable, at its optionthe option of the Company, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ noticeprior notice to the Holders of the Senior Notes, on any date prior to their maturity, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Redemption Date, in the event that the Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments as a result of: (i) a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Taxing Jurisdiction, which change or amendment is announced after May 13April 2, 20042019; or (ii) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after May 13April 2, 20042019, and, in each case, the Company or the Guarantor, as applicable, cannot avoid such obligation by taking reasonable measures available to it. Installments of interest on the Senior Notes for which the Redemption Date is after a Regular Record Date and on or before the following Interest Payment Date shall be payable to the Holders of such Senior Notes registered as such at the close of business on the Regular Record Date therefor. Before the Company publishes or mails any notice of redemption of the Notes as described aboveSenior Notes, it will deliver to the Trustee an Officers’ Certificate to the effect that it the Company cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion Opinion of independent legal counsel of recognized standing Counsel stating that the Company or the Guarantor, as applicable, would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Appears in 1 contract

Sources: First Supplemental Indenture (Renaissancere Holdings LTD)

Redemption for Changes in Withholding Taxes. The Company Subject to the BMA Redemption Requirements, the Senior Notes will be entitled to redeem the Notesredeemable, at its optionthe option of the Company, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ noticeprior notice to the Holders of the Senior Notes, on any date prior to their maturity, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Redemption Date, in the event that the Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments as a result of: (i) a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Taxing Jurisdiction, which change or amendment is announced after May 1331, 20042023; or (ii) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after May 1331, 20042023, and, in each case, the Company or the Guarantor, as applicable, cannot avoid such obligation by taking reasonable measures available to it. Before the Company publishes or mails any notice of redemption of the Notes as described aboveSenior Notes, it will deliver to the Trustee an Officers’ Certificate to the effect that it the Company cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion Opinion of independent legal counsel of recognized standing Counsel stating that the Company or the Guarantor, as applicable, would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Appears in 1 contract

Sources: Second Supplemental Indenture (Renaissancere Holdings LTD)

Redemption for Changes in Withholding Taxes. The Company Subject to the BMA Redemption Requirements, the Senior Notes will be entitled to redeem the Notesredeemable, at its optionthe option of the Company, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ noticeprior notice to the Holders of the Senior Notes, on any date prior to their maturity, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date)Redemption Date, in the event that the Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts or indemnification payments as a result of: (i) a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Taxing Jurisdiction, which change or amendment is announced after May 13February 18, 20042025; or (ii) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after May 13February 18, 20042025, and, in each case, the Company or the Guarantor, as applicable, cannot avoid such obligation by taking reasonable measures available to it. Before the Company publishes or mails any notice of redemption of the Notes as described aboveSenior Notes, it will deliver to the Trustee an Officers’ Certificate to the effect that it the Company cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion Opinion of independent legal counsel of recognized standing Counsel stating that the Company or the Guarantor, as applicable, would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Appears in 1 contract

Sources: Third Supplemental Indenture (Renaissancere Holdings LTD)