Common use of Absence of Taxes Clause in Contracts

Absence of Taxes. Under current laws and regulations (and interpretations thereof) related to taxes imposed by the Republic of Chile (“Chile”) or any political subdivision or any authority or agency therein or thereof having power to tax, or of any other jurisdiction in which the Company is organized or otherwise resident or deemed resident or doing business for tax purposes or any jurisdiction from or through which a payment is made or deemed made (each, a “Relevant Taxing Jurisdiction”), there are no taxes, duties, levies, imposts, deductions, charges or withholdings, including interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”) imposed or, to the knowledge of the Company, pending or proposed, by any Relevant Taxing Jurisdiction either on or by virtue of the execution of, delivery or performance by the Company of, or the enforcement of, the Transaction Documents or of any other document to be furnished hereunder or thereunder or on any payment to be made under or pursuant to this Agreement other than (i) a 0.8% stamp Tax on the incurrence of the indebtedness evidenced by the Securities, which will be paid by the Company upon the issuance of the Securities; (ii) a 4% withholding Tax on interest payments, and all other payments deemed to be interest payments, with respect to the Securities to the extent paid to a person domiciled or residing outside of Chile; (iii) payments of fees, compensation and reimbursement of costs contemplated in the Transaction Documents, made to persons domiciled or residing outside of Chile are (or may be, in the case of reimbursement of costs) subject to a withholding Tax at a rate of up to 35%, except if the reimbursement of costs is specified in the contract or if the payment is deemed a “comisión mercantil” pursuant to the Commercial Code of Chile and the interpretation of the SII, in which cases such payment will be exempted from withholding Tax, or the payment is deemed a professional or technical assistance service, in which case it will be subject to a 15% withholding Tax, provided that the creditor or beneficiary of the payment is not domiciled or resident in any of the countries deemed as preferential tax regimes pursuant to article 41H of the Chilean Income Tax Law (“Ley de Impuesto a la Renta”), in which case it will be subject to a 20% withholding Tax (the withholding Tax rate applicable to payments of fees, compensation, services and reimbursement of costs to a person not domiciled in, or resident of, Chile may be reduced or may be exempted if there is a double taxation treaty in force between Chile and the country of such person’s residency that contemplates a reduced or exempt regime applicable to such payments) and (iv) any such Taxes imposed on the income of the Underwriters by reason of their having a present or former connection with such Relevant Taxing Jurisdiction that does not arise solely from their activities in connection with this Agreement. No Underwriter will be deemed resident, domiciled, carrying on business or subject to taxation in any Relevant Taxing Jurisdiction solely by reason of the execution, delivery, performance and enforcement of this Agreement, assuming that no such Underwriter is domiciled in, or a resident of, Chile or has a permanent establishment in Chile.

Absence of Taxes. Under Except as described in or expressly contemplated by each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, under the current laws and regulations (and interpretations thereof) related to taxes imposed by of the Republic United States of Chile (“Chile”) America or Brazil or any political subdivision or any authority or agency therein or thereof having power to tax, or of any other jurisdiction in which the Company is organized or otherwise resident or deemed resident or doing business for tax purposes or any jurisdiction from or through which a payment is made or deemed made (each, a “Relevant Taxing Jurisdiction”), there are no taxestaxes (including stamp tax), duties, levies, imposts, deductions, charges or withholdings, including interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”) withholdings imposed or, to the knowledge of the Company, pending or proposed, by any Relevant Taxing Jurisdiction either (i) on or by virtue of the execution of, delivery or performance by the Company of, or the enforcement of, the Transaction Documents or of any other document to be furnished hereunder or thereunder or (ii) on any payment to be made under or pursuant to this Agreement other than or the ADS Deposit Agreement, the sale of the ADSs and the Underlying Shares to the International Underwriters, or the resale of such ADSs and Underlying Shares by the International Underwriters to investors, the sale of the Offered Shares to the Brazilian Placement Agents, the placement of the Offered Shares by the International Underwriters, the deposit of the Underlying Shares under the ADS Deposit Agreement, or relating to the issuance, creation, delivery, transfer, placement or sale of the Offered ADSs or Offered Shares, as applicable, in the context of the Global Offering, in each case except for (iA) withholding income or similar tax or taxes payable by the International Underwriters and the Brazilian Placement Agents relating to fees and commissions they will receive in connection with the Global Offering, (B) Global Offering registration fees payable to the B3, (C) a 0.8% stamp Tax on registration fee payable to the incurrence Commission, (D) a registration fee payable to the ANBIMA, (E) a filing fee payable to the JUCESP in connection with the registration of the indebtedness evidenced by minutes of the Securities, which will be paid by corporate acts relating to the Company upon the Global Offering and issuance of the Securities; (ii) a 4% withholding Tax on interest paymentsCommon Shares and placement and sale of the Offered ADSs and Offered Shares, and all other payments deemed to be interest payments(F) if applicable, with respect the IOF — Imposto sobre Operações de Crédito, Câmbio e Seguro, ou Relativas a Títulos e Valores Mobiliários relating to the Securities to issuance, creation, delivery, transfer, sale or placement of the extent paid to a person domiciled Offered ADSs or residing outside of Chile; (iii) payments of feesOffered Shares, compensation and reimbursement of costs contemplated in the Transaction Documents, made to persons domiciled or residing outside of Chile are (or may beas applicable, in the case of reimbursement of costs) subject to a withholding Tax at a rate of up to 35%, except if the reimbursement of costs is specified in the contract or if the payment is deemed a “comisión mercantil” pursuant to the Commercial Code of Chile and the interpretation context of the SII, in which cases such payment will be exempted from withholding Tax, or the payment is deemed a professional or technical assistance service, in which case it will be subject to a 15% withholding Tax, provided that the creditor or beneficiary of the payment is not domiciled or resident in any of the countries deemed as preferential tax regimes pursuant to article 41H of the Chilean Income Tax Law (“Ley de Impuesto a la Renta”), in which case it will be subject to a 20% withholding Tax (the withholding Tax rate applicable to payments of fees, compensation, services and reimbursement of costs to a person not domiciled in, or resident of, Chile may be reduced or may be exempted if there is a double taxation treaty in force between Chile and the country of such person’s residency that contemplates a reduced or exempt regime applicable to such payments) and (iv) any such Taxes imposed on the income of the Underwriters by reason of their having a present or former connection with such Relevant Taxing Jurisdiction that does not arise solely from their activities in connection with this Agreement. No Underwriter will be deemed resident, domiciled, carrying on business or subject to taxation in any Relevant Taxing Jurisdiction solely by reason of the execution, delivery, performance and enforcement of this Agreement, assuming that no such Underwriter is domiciled in, or a resident of, Chile or has a permanent establishment in ChileGlobal Offering.

Absence of Taxes. Under Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, under the current laws and regulations (and interpretations thereof) related to taxes imposed by of the Republic United States of Chile (“Chile”) America or Brazil or any political subdivision or any authority or agency therein or thereof having power to tax, or of any other jurisdiction in which the Company is organized or otherwise resident or deemed resident or doing business for tax purposes or any jurisdiction from or through which a payment is made or deemed made (each, a “Relevant Taxing Jurisdiction”), there are no taxes, duties, levies, imposts, deductions, charges or withholdings, including interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”) withholdings imposed or, to the knowledge of the Company, pending or proposed, by any Relevant Taxing Jurisdiction either (i) on or by virtue of the execution of, delivery or performance by the Company of, or the enforcement of, the Transaction Documents or of any other document to be furnished hereunder or thereunder or (ii) on any payment to be made under or pursuant to this Agreement other than (i) a 0.8% stamp Tax on or the incurrence ADS Deposit Agreement, the sale by the Selling Shareholders of the indebtedness evidenced ADSs and the underlying International Shares to the International Underwriters, or the resale of such ADSs and underlying International Shares by the International Underwriters to investors, the sale by the Selling Shareholders of the Brazilian Shares to the Brazilian Underwriters, the placement of the Brazilian Shares by the Agents, the deposit of the International Shares by the Selling Shareholders under the ADR Deposit Agreement, or relating to the issuance, creation, delivery, transfer, placement or sale of the Securities, which will be paid as applicable, in the context of the Global Offering, in each case except for [(A) income tax, taxes payable by the Company upon International Underwriters, the issuance Agents and the Brazilian Underwriters relating to fees and commissions they will receive in connection with the Global Offering, (B) a registration fee payable to the ANBIMA, (C) if applicable, the IOF – Imposto sobre Operações de Crédito, Câmbio e Seguro, ou Relativas a Títulos e Valores Mobiliários relating to the issuance, creation, delivery, transfer, placement or sale of the Securities; (ii) a 4% withholding Tax on interest payments, and all other payments deemed to be interest payments, with respect to the Securities to the extent paid to a person domiciled or residing outside of Chile; (iii) payments of fees, compensation and reimbursement of costs contemplated in the Transaction Documents, made to persons domiciled or residing outside of Chile are (or may beas applicable, in the case of reimbursement of costs) subject to a withholding Tax at a rate of up to 35%, except if the reimbursement of costs is specified in the contract or if the payment is deemed a “comisión mercantil” pursuant to the Commercial Code of Chile and the interpretation context of the SII, in which cases such payment will be exempted from withholding Tax, or the payment is deemed a professional or technical assistance service, in which case it will be subject to a 15% withholding Tax, provided that the creditor or beneficiary Global Offering]; none of the payment is not domiciled or resident in any holders of the countries deemed as preferential tax regimes pursuant to article 41H of the Chilean Income Tax Law (“Ley de Impuesto a la Renta”), in which case it will be subject to a 20% withholding Tax (the withholding Tax rate applicable to payments of fees, compensation, services and reimbursement of costs to a person not domiciled in, ADSs or resident of, Chile may be reduced Brazilian Shares placed outside Brazil or may be exempted if there is a double taxation treaty in force between Chile and the country of such person’s residency that contemplates a reduced or exempt regime applicable to such payments) and (iv) any such Taxes imposed on the income of the Underwriters by reason of their having a present or former connection with such Relevant Taxing Jurisdiction that does not arise solely from their activities in connection with this Agreement. No Underwriter paying agent will be deemed resident, domiciled, carrying on business or subject to taxation in any Relevant Taxing Jurisdiction solely by reason of the execution, delivery, performance and or enforcement of any of this Agreement or the ADS Deposit Agreement, assuming that no such Underwriter is domiciled in, or a resident of, Chile or has a permanent establishment in Chile.

Absence of Taxes. Under Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the current laws and regulations (and interpretations thereof) related to taxes imposed by of the Republic United States of Chile (“Chile”) America or Brazil, any political subdivision thereof or any authority or agency therein or thereof having power to tax, or of any other applicable taxing jurisdiction in which the Company is organized or otherwise resident or deemed resident or doing business for tax purposes or any jurisdiction from or through which a payment is made or deemed made (each, a “Relevant Taxing Jurisdiction”), there are no taxes, duties, levies, imposts, deductions, charges or withholdings, including interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”) withholdings imposed or, to the knowledge of the Company, pending or proposed, by any Relevant Taxing Jurisdiction either (i) on or by virtue of the execution of, delivery or performance by the Company of, or the enforcement of, the Transaction Documents or of any other document to be furnished hereunder or thereunder or (ii) on any payment to be made under or pursuant to this Agreement other than (i) a 0.8% stamp Tax on or the incurrence of ADS Deposit Agreement, the indebtedness evidenced by the Securities, which will be paid sale by the Company upon of the Units and ADSs to the Underwriters, the placement of the Units by the Underwriters, the deposit of the Shares by the Company for custody under the Unit Administration Agreement, the deposit of the Units by the Company under the ADR Deposit Agreement, or relating to the issuance, creation, delivery, transfer, placement or sale of the Shares, Units and/or ADSs in the context of the Global Offering, in each case except for (A) taxes payable by the International Underwriters and the Brazilian Underwriters relating to fees and commissions they will receive in connection with the Global Offering, (B) an administrative fee (taxa de fiscalização) and a registration fee payable to the CVM, (C) a registration fee payable to the SEC, (D) a listing fee (Taxa de Registro para Análise de Listagem) payable to the BM&FBOVESPA, (E) a listing fee payable to NYSE, (F) a registration fee payable to the ANBIMA, (G) a filing fee payable to the JUCESP in connection with the registration of the minutes of the corporate acts relating to the Global Offering and issuance of the Securities; (ii) a 4% withholding Tax on interest paymentsShares and placement and sale of the Units and the ADSs, and all other payments deemed to be interest payments(H) if applicable, with respect the IOF – Imposto sobre Operações de Crédito, Câmbio e Seguro, ou Relativas a Titulos e Valores Mobiliários relating to the Securities to issuance, creation, delivery, transfer, placement or sale of the extent paid to a person domiciled or residing outside of Chile; (iii) payments of feesShares, compensation and reimbursement of costs contemplated Units and/or ADSs in the Transaction Documents, made to persons domiciled or residing outside of Chile are (or may be, in the case of reimbursement of costs) subject to a withholding Tax at a rate of up to 35%, except if the reimbursement of costs is specified in the contract or if the payment is deemed a “comisión mercantil” pursuant to the Commercial Code of Chile and the interpretation context of the SII, in which cases such payment will be exempted from withholding Tax, or the payment is deemed a professional or technical assistance service, in which case it will be subject to a 15% withholding Tax, provided that the creditor or beneficiary Global Offering; none of the payment is not domiciled or resident in any holders of the countries deemed as preferential tax regimes pursuant to article 41H of the Chilean Income Tax Law (“Ley de Impuesto a la Renta”), in which case it will be subject to a 20% withholding Tax (the withholding Tax rate applicable to payments of fees, compensation, services and reimbursement of costs to a person not domiciled in, ADSs or resident of, Chile may be reduced or may be exempted if there is a double taxation treaty in force between Chile and the country of such person’s residency that contemplates a reduced or exempt regime applicable to such payments) and (iv) any such Taxes imposed on the income of the Underwriters by reason of their having a present or former connection with such Relevant Taxing Jurisdiction that does not arise solely from their activities in connection with this Agreement. No Underwriter paying agent will be deemed resident, domiciled, carrying on business or subject to taxation in any Relevant Taxing Jurisdiction solely by reason of the execution, delivery, performance and or enforcement of any of this Agreement, assuming that no Agreement or the ADS Deposit Agreement and the ADSs. (gg) Ratings. No “nationally recognized statistical rating organization” as such Underwriter term is domiciled in, or a resident of, Chile defined for purposes of Rule 436(g)(2) (i) has imposed (or has a permanent establishment informed the Company that it is considering imposing) any condition (financial or otherwise) on the Company’s retaining any rating assigned to the Company or any securities of the Company or (ii) has indicated to the Company that it is considering any of the actions described in ChileSection 7(c)(ii) hereof.