Common use of Additional Tax Amounts Clause in Contracts

Additional Tax Amounts. All payments on the Notes or in connection with or arising out of this Indenture or any Security Document will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company will pay such withholding or deduction which is required by law or by regulation or governmental policy having the force of law, and will pay additional amounts (“Additional Tax Amounts”) as will result in receipt by the Holder of each Note of such amounts as would have been received by such Holder had no such withholding or deduction been required, except that no Additional Tax Amounts shall be payable: for or on account of: any Tax that would not have been imposed but for: (i) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Governmental Authority imposing the Tax other than merely holding such Note or the receipt of payments thereunder, including, without limitation, such holder or beneficial owner being or having been a national, domiciliary or resident of the jurisdiction of such Governmental Authority or treated as a resident thereof or being or having been physically present or engaged in a business therein or having or having had a permanent establishment therein; (ii) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium, if any, and interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Tax Amounts if it had presented such Note for payment on any date within such 30-day period; (iii) the failure of the Holder or beneficial owner to comply with a timely request of the Company addressed to the holder or beneficial owner, as the case may be (such request to be made in accordance with Section 11.01), to provide information concerning such holder's or beneficial owner's nationality, residence, identity or connection with any Governmental Authority, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Tax Amounts would have otherwise been payable to such holder; (iv) the presentation of such Note (in cases in which presentation is required) for payment in a jurisdiction in which the Company or a guarantor thereof is resident for tax purposes, unless the Company does not provide timely notice to the Holder of reasonable arrangements for the presentation of such Note for payment elsewhere; (v) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (vi) any withholding or deduction that is imposed or levied on a payment to an individual and is required to be made 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 Directive; or (vii) any combination of Taxes referred to in the preceding clauses (i) through (viii); or

Additional Tax Amounts. All payments made by or on behalf of the Issuer under or with respect to the Notes or in connection with or arising out any of this Indenture or any Security Document will the Guarantors on its guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future TaxesTaxes imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor (including any successor entity), is then incorporated or resident for tax purposes or any political subdivision thereof or therein (for avoidance of doubt, it being understood that tax residency for these purposes does not result from mere permanent establishments) (each of the foregoing, a “Tax Authority”), unless such the withholding or deduction of such Taxes is then required by law or by regulation or governmental policy having the force of law. In If any deduction or withholding for, or on account of, any Taxes of any Tax Authority shall at any time be required to be made from or imposed directly on any Holder or beneficial owner of the event that Notes on any such withholding payments made by or deduction is so requiredon behalf of the Issuer under or with respect to the Notes or any of the Guarantors with respect to any guarantee, including payments of principal, redemption price, purchase price, interest, premium or Additional Interest, if any, the Company will Issuer or the relevant Guarantor, as applicable, shall pay such withholding or deduction which is required by law or by regulation or governmental policy having the force of law, and will pay additional amounts (the “Additional Tax Amounts”) ), as will result may be necessary in receipt by order that the Holder of each Note net amounts received and retained in respect of such payments by each Holder or beneficial owner (including Additional Tax Amounts) after such withholding, deduction or imposition shall equal the respective amounts as which would have been received by and retained in respect of such Holder had no payments in the absence of such withholding withholding, deduction or deduction been requiredimposition; provided, except however, that no Additional Tax Amounts shall be payable: for or payable with respect to: (a) any payments on account of: any Tax that a Note in respect of Taxes which would not have been imposed but for: (i) the existence of any present or former connection between for the Holder or the beneficial owner of the Note being, or having been, a citizen or resident or national of, incorporated in, or carrying on a business in the jurisdiction in which such Taxes are imposed other than by the mere holding of such Note and the Governmental Authority imposing the Tax other than merely holding such Note or enforcement of rights thereunder or the receipt of payments thereunder, including, without limitation, such holder in respect thereof; (b) any Taxes that are imposed or withheld as a result of the failure of the Holder of a Note or beneficial owner being of a Note to satisfy any certification, identification, information or having been other reporting requirement, which is required or imposed by a nationalstatute, domiciliary treaty, regulation or resident administrative practice of the relevant taxing jurisdiction as a precondition to exemption from all or part of such Governmental Authority or treated as a resident thereof or being or having been physically present or engaged in a business therein or having or having had a permanent establishment thereinTaxes; (iic) the presentation of such any Note presented for payment (where Notes are in cases in which physical, certificated form and presentation is required) more than 30 days after the later of the date on which the relevant payment of the principal of, premium, if any, and interest on, such Note became due and payable pursuant is first made available for payment to the terms thereof or was made or duly provided for, Holder (except to the extent that the Holder thereof would have been entitled to such Additional Tax Amounts if it had the Note been presented on the last day of such Note for payment on any date within such 30-30 day period); (iii) the failure of the Holder or beneficial owner to comply with a timely request of the Company addressed to the holder or beneficial owner, as the case may be (such request to be made in accordance with Section 11.01), to provide information concerning such holder's or beneficial owner's nationality, residence, identity or connection with any Governmental Authority, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Tax Amounts would have otherwise been payable to such holder; (iv) the presentation of such Note (in cases in which presentation is required) for payment in a jurisdiction in which the Company or a guarantor thereof is resident for tax purposes, unless the Company does not provide timely notice to the Holder of reasonable arrangements for the presentation of such Note for payment elsewhere; (vd) any estate, inheritance, gift, sale, transfer, personal property or similar TaxTax or assessment; (vie) any withholding Taxes payable otherwise than by way of deduction or deduction withholding; (f) any person who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment would not have been entitled to the Additional Tax Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of the Note; (g) any Holder of a Note or a beneficial owner of a Note that is imposed or levied on was a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on “10-percent shareholder” of the taxation Company as defined in Section 871(h)(3) of savings income the United States Internal Revenue Code of 1986, as amended (the “Code”), or any law implementing successor provision; (h) any Holder of a Note or complying with, or introduced a beneficial owner of a Note that is a bank receiving interest described in order to conform to, such DirectiveSection 881(c)(3)(A) of the Code; or (viii) any combination of Taxes referred to in the preceding clauses items (ia) through (viii); orh) above. In addition to the foregoing, the Issuer and the Guarantors shall also pay any present or future stamp, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies or Taxes which are levied by any Tax Authority on the execution, delivery, registration or enforcement of any of the Notes, the Indenture, any guarantee or any other document or instrument referred to therein or herein, or the receipt of any payments with respect to the Notes or the guarantees. The Issuer and the Guarantors shall not, however, be obligated to pay any present or future stamp, transfer, court or documentary tax, or any other excise or property tax, charge or similar levy or Tax which is levied by any Tax Authority in connection with any transfer of any Note by any Holder. If the Issuer or any Guarantor, as the case may be, becomes aware that it shall be obligated to pay Additional Tax Amounts with respect to any payment under or with respect to the Notes or any guarantee, the Issuer or the relevant Guarantor, as the case may be, shall deliver to the Trustee on a date which is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Tax Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Tax Amounts shall be payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Tax Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Tax Amounts. The Issuer or the relevant Guarantor shall make all required withholdings and deductions and shall remit the full amount deducted or withheld to the relevant Tax Authority in accordance with applicable law. The Issuer or the relevant Guarantor shall use commercially reasonable efforts to facilitate administrative actions necessary to assist beneficial owners to obtain any refund of or credit against Taxes for which Additional Tax Amounts are not paid as a result of the conditions in the proviso to the first paragraph of this Section 4.20. In the event that either the Issuer or the relevant Guarantor has become, or would be, obliged to pay on the next date on which any amount would be payable under or with respect to the Notes, any Additional Tax Amounts as a result of certain changes affecting the laws relating to withholding or deduction of Taxes, the Issuer may redeem all, but not less than all, the Notes in accordance with Section 3.8. Whenever in the Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest, Additional Interest or of any other amount payable under, or with respect to, any of the Notes, such mention shall be deemed to include mention of the payment of Additional Tax Amounts to the extent that, in such context, Additional Tax Amounts are, were or would be payable in respect thereof. (n) Release of Company and Subsidiary Guarantees and Guarantors.

Additional Tax Amounts. All At all times prior to a Tax Redemption Date, all payments of principal of, and premium (if any) and interest on the Notes or in connection with or arising out of this Indenture or any Security Document under the Guarantees will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so requiredrequired and if no Tax Redemption Date has been fixed by the Company, the Company or the applicable Guarantor, as the case may be, will pay such withholding or deduction which is required by law or by regulation or governmental policy having the force of law, and will pay additional amounts (“Additional Tax Amounts”) as will result in receipt by the Holder holder of each Note or the Guarantees, as the case may be, of such amounts as would have been received by such Holder holder had no such withholding or deduction been required, except that no Additional Tax Amounts shall be payable: : (a) for or on account of: : (1) any Tax that would not have been imposed but for: (i2) the existence of any present or former connection between the Holder holder or beneficial owner of such Note or Guarantee, as the case may be, and the Governmental Authority imposing the Tax other than merely holding such Note or the receipt of payments thereunderthereunder or under a Guarantee, including, without limitation, such holder or beneficial owner being or having been a national, domiciliary or resident of the jurisdiction of such Governmental Authority or treated as a resident thereof or being or having been physically present or engaged in a business therein or having or having had a permanent establishment therein; (ii3) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium, if any, and interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the Holder holder thereof would have been entitled to such Additional Tax Amounts if it had presented such Note for payment on any date within such 30-day period; (iii4) the failure of the Holder holder or beneficial owner to comply with a timely request of the Company or any Guarantor addressed to the holder or beneficial owner, as the case may be (such request to be made in accordance with Section 11.01)be, to provide information concerning such holder's ’s or beneficial owner's ’s nationality, residence, identity or connection with any Governmental Authority, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Tax Amounts would have otherwise been payable to such holder; (iv5) the presentation of such Note (in cases in which presentation is required) for payment in a jurisdiction in which the Company Company, a Surviving Person, or a guarantor thereof Guarantor is resident for tax purposes, unless the Company does not provide timely notice to the Holder of reasonable arrangements for the presentation of such Note could not have been presented for payment elsewhere; (v6) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (vi7) any withholding or deduction that is imposed or levied on a payment to an individual and is required to be made 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 Directive; or (vii) 8) any combination of Taxes referred to in the preceding clauses (i) through and (viiiii); or (b) with respect to any payment of the principal of, or premium, if any, or interest on, such Note or any payment under any Guarantee to a holder, if the holder is a fiduciary, partnership or person other than the sole beneficial owner of any payment to the extent that the beneficiary or settlor with respect to the fiduciary, or a member of the partnership, or the beneficial owner would not have been entitled to such Additional Tax Amounts had that beneficiary, settlor, partner or beneficial owner been the holder thereof. Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, any Note or under any Guarantee, such mention shall be deemed to include payment of Additional Tax Amounts provided for in this Indenture to the extent that, in such context, Additional Tax Amounts are, were or would be payable in respect thereof.

Additional Tax Amounts. All Neither the Company nor the Guarantor will withhold or deduct from payments on made with respect to the Notes or in connection with or arising out of this Indenture or any Security Document will be made without withholding or deduction for, or Securities on account of, of any present or future Taxestaxes, duties, assessments or governmental charges imposed by or on behalf of any Cayman Islands, United States or Israeli taxing authority unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that the Company or the Guarantor is required to withhold or deduct on account of any such withholding taxes from any payment made under or deduction is so requiredwith respect to the Securities, the Company or the Guarantor, as the case may be, will pay such withholding or deduction which is required by law or by regulation or governmental policy having the force of law, and will pay additional tax amounts (“the "Additional Tax Amounts”") as will result in receipt so that the net amount received by the each Holder of each Note of Securities, including those Additional Tax Amounts, will equal the amount that such amounts as Holder would have received if such taxes had not been received by such Holder had no such withholding required to be withheld or deduction been required, except that no deducted. Additional Tax Amounts shall will not be payable: for payable with respect to a payment made to a Holder of Securities to the extent of: (1) Any tax imposed by the United States or on account of: by any Tax political subdivision or having authority thereof or therein; (2) any taxes that would not have been imposed so imposed, deducted or withheld but for: (i) for the existence of any present or former connection between the Holder or beneficial owner of such Note and the Governmental Authority imposing the Tax other than merely holding such Note a Security (or the receipt of payments thereunderbetween fiduciary, includingsettler, without limitationbeneficiary, such holder member or beneficial owner being or having been a national, domiciliary or resident of the jurisdiction of such Governmental Authority or treated as a resident thereof or being or having been physically present or engaged in a business therein or having or having had a permanent establishment therein; (ii) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal shareholder of, premiumor possessor of power over, if any, and interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Tax Amounts if it had presented such Note for payment on any date within such 30-day period; (iii) the failure of the Holder or beneficial owner of such Security, if the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant taxing jurisdiction (other than the mere receipt of such payment, or the ownership or holding of, or the execution, delivery, registration or enforcement of, such Security); (3) any estate, inheritance, gift, sales/excise, transfer or personal property tax or similar tax, assessment or governmental charge, except as provided in this Indenture; (4) any taxes payable otherwise than by deduction or withholding from payments under or with respect to comply with a timely request Security or the Guarantee of a Security; (5) any taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Company addressed to the holder Security or beneficial ownerowner of any payment on the Security or the Guarantee of such Security had (i) made a declaration of such non-residence, as the case may be (such request to be made in accordance with Section 11.01)or any other claim or filing for exemption, to provide information which it is entitled or (ii) complied with any certification, indemnification, information, documentation or other reporting requirement concerning such holder's or beneficial owner's the nationality, residence, identity or connection with the relevant taxing jurisdiction of such Holder or beneficial owner of such Security or any Governmental Authoritypayment on such Security (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the taxing jurisdiction as a precondition to exemption from, if and or reduction in the rate of the imposition, deduction or withholding of, such taxes, (y) at least 30 days prior to the extent that due and timely compliance first payment date with such request would have reduced or eliminated any withholding or deduction as respect to which Additional Tax Amounts would such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the taxing jurisdiction, Holders at that time have otherwise been payable to such holder; (iv) the presentation of such Note (in cases in which presentation is required) for payment in a jurisdiction in which notified by the Company or the Guarantor or any other Person through whom payment may be made that a guarantor thereof is resident declaration of nonresidence or other claim or filing for tax purposes, unless the Company does not provide timely notice to the Holder of reasonable arrangements for the presentation of exemption or such Note for payment elsewhere; (v) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (vi) any withholding or deduction that is imposed or levied on a payment to an individual and compliance is required to be made pursuant and (z) Holders shall not be required to European Council Directive 2003/48/EC deliver any certification, declaration or other documentation that they are not legally able to deliver); (6) any taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Security for payment within 30 days after the date on which such payment or such Security became due and payable or the date on which payment thereof is duly provided for whichever is later (except to the extent that the Holder would have been entitled to Additional Tax Amounts had the Security been presented on the taxation last day of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive30-day period); or (vii7) any combination payment under or with respect to a Security to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of Taxes referred such payment or Security to in the preceding clauses (i) through (viii); orextent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Security would not have been entitled to the Additional Tax Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Security.

Additional Tax Amounts. All payments on the Notes or in connection with or arising out of this Indenture or any Security Document under the Guarantees will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company or the applicable Guarantor, as the case may be, will pay such withholding or deduction which is required by law or by regulation or governmental policy having the force of law, and will pay additional amounts (“Additional Tax Amounts”) as will result in receipt by the Holder of each Note or the Guarantees, as the case may be, of such amounts as would have been received by such Holder had no such withholding or deduction been required, except that no Additional Tax Amounts shall be payable: : (a) for or on account of: of any Tax that would not have been imposed but for: (i) the existence of any present or former connection between the Holder or beneficial owner of such Note or Guarantee, as the case may be, and the Governmental Authority imposing the Tax other than merely holding such Note or the receipt of payments thereunderthereunder or under a Guarantee, including, without limitation, such holder or beneficial owner being or having been a national, domiciliary or resident of the jurisdiction of such Governmental Authority or treated as a resident thereof or being or having been physically present or engaged in a business therein or having or having had a permanent establishment therein; (ii) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium, if any, and interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Tax Amounts if it had presented such Note for payment on any date within such 30-day period; (iii) the failure of the Holder or beneficial owner to comply with a timely request of the Company or any Guarantor addressed to the holder or beneficial owner, as the case may be (such request to be made in accordance with Section 11.0112.01), to provide information concerning such holder's ’s or beneficial owner's ’s nationality, residence, identity or connection with any Governmental Authority, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Tax Amounts would have otherwise been payable to such holder; (iv) the failure of each Holder that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Holder”) to deliver to the Company two (2) completed originals of an appropriate U.S. Internal Revenue Service Form W-8, as applicable, or any subsequent versions thereof or successors thereto, on or before the date such Non-U.S. Holder becomes a Holder, or the failure of each Non-U.S. Holder to deliver such forms promptly at or any form previously delivered by such Non-U.S. Transferee becomes invalid. (v) the presentation of such Note (in cases in which presentation is required) for payment in a jurisdiction in which the Company Company, a Surviving Person, or a guarantor thereof Guarantor is resident for tax purposes, unless the Company does not provide timely notice to the Holder of reasonable arrangements for the presentation of such Note for payment elsewhere; (vvi) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (vivii) any withholding or deduction that is imposed or levied on a payment to an individual and is required to be made 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 Directive; or (viiviii) any combination of Taxes referred to in the preceding clauses (i) through (viiivii); or (b) with respect to any payment on such Note or any payment under any Guarantee to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of any payment to the extent that the beneficiary or settlor with respect to the fiduciary, or a member of the partnership, or the beneficial owner would not have been entitled to such Additional Tax Amounts had that beneficiary, settler, partner or beneficial owner been the holder thereof,; all Taxes described in the foregoing clauses (a) and (b) being “Excluded Taxes.” Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, any Note or under any Guarantee, such mention shall be deemed to include payment of Additional Tax Amounts provided for in this Indenture to the extent that, in such context, Additional Tax Amounts are, were or would be payable in respect thereof.