Additional United Kingdom Withholding Tax Matters. i. Subject to clause (f)(ii) of this Section, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Lender shall on or prior to the later of (A) the date it becomes a Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower. ii. As to any Lender that (A) holds a passport under the HMRC DT Treaty Passport scheme and (B) wishes such scheme to apply to this Agreement, 1. as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date; 2. as to any such Lender that becomes a Lender in accordance with this Agreement after the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the date on which such Lender becomes a Lender under this Agreement; and 3. upon satisfying either clause (ii)(A) or (ii)(B), such Lender shall have satisfied its obligation under clause (f)(i) of this Section. iii. If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause (f)(ii) of this Section, the UK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if: 1. each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or 2. each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: a. such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or
Appears in 1 contract
Samples: Credit Agreement (Greif, Inc)
Additional United Kingdom Withholding Tax Matters. i. (i) Subject to clause paragraph (f)(iiii) of this Sectionbelow, each UK Treaty Lender and each the UK Borrower which makes a payment to such which that UK Treaty Lender is entitled (or any Loan Party making a payment to that UK Treaty Lender on account of an obligation of the UK Borrower) shall cooperate in completing any procedural formalities necessary for such that UK Borrower (or any Loan Party making a payment to that UK Treaty Lender on account of an obligation of the UK Borrower) to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Lender shall on or prior to the later of a UK Tax Deduction.
(A) the date it A UK Treaty Lender which becomes a Lender (whether hereunder on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender day on which this Agreement is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms entered into that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (A) holds a passport under the HMRC DT Treaty Passport scheme Scheme and (B) wishes such scheme to apply to this Agreement,, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Annex B-2; and
1. as to any such (B) a UK Treaty Lender that is which becomes a Lender hereunder after the day on which this Agreement is entered into that holds a passport under the Restatement Effective DateHMRC DT Treaty Passport Scheme and wishes such scheme to apply to this Agreement, such Lender shall provide its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption or otherwise in writing to each the UK Borrower within 15 days of it becoming a party to this Agreement, and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;
2. as to any such Lender that becomes a Lender in accordance with this Agreement after the Restatement Effective Datehaving done so, such UK Treaty Lender shall provide its scheme reference number and its jurisdiction of tax residence be under no obligation pursuant to each UK Borrower and the Administrative Agent by or reasonably promptly following the date on which such Lender becomes a Lender under this Agreement; and
3. upon satisfying either clause paragraph (ii)(Aj)(i) or (ii)(B), such Lender shall have satisfied its obligation under clause (f)(i) of this Sectionabove.
(iii. ) If a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause paragraph (f)(iij)(ii) of this Section, above and:
(A) the UK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if:
1. each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such that Lender; or
2. each (B) the UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such that Lender but:
a. such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Compass Minerals International Inc)
Additional United Kingdom Withholding Tax Matters. i. (i) Subject to clause clauses (f)(iiii) of this Sectionand (iii) below, each a Treaty Lender and each UK Borrower which makes a payment to such which that Treaty Lender is entitled shall cooperate co-operate in completing any procedural formalities necessary for such that UK Borrower to obtain authorization to make such that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Kingdom; (ii)(A) a Treaty Lender shall on or prior to the later of (A) the date it which becomes a Treaty Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender day on which this Agreement is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms entered into that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (A) holds a passport under the HMRC DT Treaty Passport scheme scheme, and (B) which wishes such that scheme to apply to this Agreement,
1. as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK the Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;
2. as to any such Agent; and (B) a Treaty Lender that which becomes a Treaty Lender in accordance with hereunder after the day on which this Agreement after is entered into that holds a passport under the Restatement Effective DateHMRC DT Treaty Passport scheme, such Lender and which wishes that scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to each the UK Borrower and the Administrative Agent by or reasonably promptly following Agent, and, having done so, that Treaty Lender shall be under no further obligation pursuant to paragraph (h) and (i)(i) above; (iii) nothing in paragraph (i) above shall require a Treaty Lender to: (A) register under the date on which such Lender becomes a Lender under this AgreementHMRC DT Treaty Passport scheme; and
3. upon satisfying either clause (ii)(AB) apply the HMRC DT Treaty Passport scheme to any Borrowings if it has so registered; or (ii)(B), such Lender shall have satisfied C) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (i)(ii) above and the UK Borrower making that payment has not complied with its obligation obligations under clause paragraph (f)(ii)(iv) of this Section.
iii. If below; (iv) if a Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause paragraph (f)(iii)(ii) of this Section, above the relevant UK Borrower(s) Borrower shall make a Borrower DTTP Filing with respect to such Lenderfiling, and shall promptly provide such Lender with a copy of such filing; provided that, if:
where (1. each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
2. each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. such ) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; oror (2) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Treaty Lender without a deduction for tax within 60 days of the date of the Borrower DTTP Filing, and, in each case, the UK Borrower has notified that Treaty Lender in writing, that Treaty Lender and the UK Borrower shall co-operate
Appears in 1 contract
Samples: Credit Agreement (Cott Corp /Cn/)
Additional United Kingdom Withholding Tax Matters. i. (i) Subject to clause (f)(iiii) of this Sectionbelow, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Lender shall on or prior to the later of Kingdom.
(ii) (A) the date it becomes a A Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (Ax) holds a passport under the HMRC DT Treaty Passport scheme and (By) wishes such scheme to apply to this Agreement,
1. as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;
2. as to any such Agent; (B) a Lender that which becomes a Lender in accordance with this Agreement hereunder after the Restatement Effective DateDate that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the date on which such Lender becomes a Lender under this Agreement; and
3. Agent, and (C) upon satisfying either clause (ii)(AA) or (ii)(B)B) above, such Lender shall have satisfied its obligation under clause paragraph (f)(ig)(i) of this Sectionabove.
(iii. ) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause paragraph (f)(iig)(ii) of this Sectionabove, the UK Borrower(s) Borrower shall make a Borrower DTTP Filing filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if:
1. each (A) the UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
2. each (B) the UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or
(2) HM Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax within 60 days of the date of such Borrower DTTP Filing; and in each case, such UK Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such UK Borrower shall co-operate in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom.
(iv) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Commitment or its participation in any Loan or other Revolving Exposure unless the Lender otherwise agrees.
(v) Each UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender.
(vi) Each Lender shall notify each UK Borrower and the Administrative Agent whether it is (a) a UK Treaty Lender, (b) a Lender which is entitled to be paid without United Kingdom withholding tax for other reasons or (c) a lender which must be paid subject to United Kingdom withholding tax and will promptly notify each UK Borrower and the Administrative Agent if there is any change in such status (for example if it determines in its sole discretion that it has ceased to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any UK Borrower hereunder).
Appears in 1 contract
Additional United Kingdom Withholding Tax Matters. i. (i) Subject to clause (f)(iiii) of this Sectionbelow, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Kingdom.
(I) A Lender shall on or prior to the later of (A) the date it becomes a Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (Ax) holds a passport under the HMRC DT Treaty Passport scheme and (By) wishes such scheme to apply to this Agreement,
1. as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;Agent; and
2. as to any such (II) a Lender that which becomes a Lender in accordance with hereunder after the day on which this Agreement after closes that (x) holds a passport under the Restatement Effective DateHMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the date on which such Lender becomes a Lender under this Agreement; Agent, and
3. upon (III) Upon satisfying either clause (ii)(AA) or (ii)(B)B) above, such Lender shall have satisfied its obligation under clause paragraph (f)(ig)(i) of this Sectionabove.
(iii. ) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause paragraph (f)(iig)(ii) of this Sectionabove, the UK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if:
1. (I) each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
2. (II) each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or
(2) HM Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax within 60 days of the date of such Borrower DTTP Filing; and in each case, such UK Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such UK Borrower shall co-operate in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom.
(iv) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.
(v) Each UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender.
(vi) Each Lender shall notify each Borrower and Administrative Agent if it determines in its sole discretion that it is ceases to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by any U.K. Borrower hereunder.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
Additional United Kingdom Withholding Tax Matters. i. (i) Subject to clause clauses (f)(iiii) of this Sectionand (iii) below, each a Treaty Lender and each UK Co-Borrower which makes a payment to such which that Treaty Lender is entitled shall cooperate co-operate in completing any procedural formalities necessary for such that UK Co-Borrower to obtain authorization to make such that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Kingdom; (ii)(A) a Treaty Lender shall on or prior to the later of (A) the date it which becomes a Treaty Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender day on which this Agreement is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms entered into that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (A) holds a passport under the HMRC DT Treaty Passport scheme scheme, and (B) which wishes such that scheme to apply to this Agreement,
1. as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each the UK Borrower Co-Borrowers and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;
2. as to any such Agent; and (B) a Treaty Lender that which becomes a Treaty Lender in accordance with hereunder after the day on which this Agreement after is entered into that holds a passport under the Restatement Effective DateHMRC DT Treaty Passport scheme, such Lender and which wishes that scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to each the UK Borrower Co-Borrowers and the Administrative Agent by or reasonably promptly following Agent, and, having done so, that Treaty Lender shall be under no further obligation pursuant to paragraph (h)(i) and (i)(i) above; (iii) nothing in paragraph (i) above shall require a Treaty Lender to: (A) register under the date on which such Lender becomes a Lender under this AgreementHMRC DT Treaty Passport scheme; and
3. upon satisfying either clause (ii)(AB) apply the HMRC DT Treaty Passport scheme to any Borrowings if it has so registered; or (ii)(B), such Lender shall C) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (i)(ii) above and the UK Co-Borrowers making that payment have satisfied its obligation not complied with their obligations under clause paragraph (f)(ii)(iv) of this Section.
iii. If below; (iv) if a Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause paragraph (f)(iii)(ii) of this Section, above the relevant UK Borrower(s) Co-Borrowers shall make a Borrower DTTP Filing with respect to such Lenderfiling, and shall promptly provide such Lender with a copy of such filing; provided that, if:
where (1. each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
2. each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. such ) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; oror (2) HM Revenue & Customs has not given the relevant UK Co-Borrowers authority to make payments to that Treaty Lender without a deduction for tax within 60 days of the date of the Borrower DTTP Filing, and, in each case, the relevant UK Co-Borrowers have notified that Treaty Lender in writing, that Treaty Lender and the relevant UK Co-Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Co-Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom; (v) if a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (i)(ii) above, no UK Co-Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees; (vi) a UK Co-Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Treaty Lender; and (vii) a Treaty Lender shall notify the UK Co-Borrowers and Administrative Agent if it determines in its sole discretion that it ceases to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by the UK Co-Borrowers hereunder.”.
Appears in 1 contract
Samples: Credit Agreement (Cott Corp /Cn/)
Additional United Kingdom Withholding Tax Matters. i. (i) Subject to clause (f)(iiii) of this Sectionand (iii) below, each a Treaty Lender and each UK Borrower which makes a payment to such which that Treaty Lender is entitled shall cooperate co-operate in completing any procedural formalities necessary for such that UK Borrower to obtain authorization to make such that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Kingdom; (ii)(A) a Treaty Lender shall on or prior to the later of (A) the date it which becomes a Treaty Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender day on which this Agreement is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms entered into that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (A) holds a passport under the HMRC DT Treaty Passport scheme scheme, and (B) which wishes such that scheme to apply to this Agreement,
1. as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK the Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;
2. as to any such Agent; and (B) a Treaty Lender that which becomes a Treaty Lender in accordance with hereunder after the day on which this Agreement after is entered into that holds a passport under the Restatement Effective DateHMRC DT Treaty Passport scheme, such Lender and which wishes that scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to each the UK Borrower and the Administrative Agent by or reasonably promptly following Agent, and, having done so, that Treaty Lender shall be under no further obligation pursuant to paragraph (g) and (h)(i) above; (iii) nothing in paragraph (i) above shall require a Treaty Lender to: (A) register under the date on which such Lender becomes a Lender under this AgreementHMRC DT Treaty Passport scheme; and
3. upon satisfying either clause (ii)(AB) apply the HMRC DT Treaty Passport scheme to any Borrowings if it has so registered; or (ii)(B), such Lender shall have satisfied C) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (h)(ii) above and the UK Borrower making that payment has not complied with its obligation obligations under clause paragraph (f)(ih)(iv) of this Section.
iii. If below; (iv) if a Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause paragraph (f)(iih)
(ii) of this Section, above the relevant UK Borrower(s) Borrower shall make a Borrower DTTP Filing with respect to such Lenderfiling, and shall promptly provide such Lender with a copy of such filing; provided that, if:
where (1. each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
2. each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. such ) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; oror (2) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Treaty Lender without a deduction for tax within 60 days of the date of the Borrower DTTP Filing, and, in each case, the UK Borrower has notified that Treaty Lender in writing, that Treaty Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom; (v) if a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees; (vi) a UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Treaty Lender; and (vii) a Treaty Lender shall notify the UK Borrower and Administrative Agent if it determines in its sole discretion that it is ceases to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by the UK Borrower hereunder.”
51. Clause (h) of Section 2.17 of the Credit Agreement is hereby renumbered as clause (i).
52. Clause (i) of Section 2.17 of the Credit Agreement is hereby renumbered as clause (j).
53. Clause (j) of Section 2.17 of the Credit Agreement is hereby renumbered as clause (k).
54. Clause (k) of Section 2.17 of the Credit Agreement is hereby renumbered as clause (l).
55. Clause (l) of Section 2.17 of the Credit Agreement is hereby deleted in its entirety.
56. Section 3.04 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Samples: Credit Agreement (Cott Corp /Cn/)
Additional United Kingdom Withholding Tax Matters. i. (i) Subject to clause clauses (f)(iiii) of this Sectionand (iii) below, each a Treaty Lender and each UK Borrower which makes a payment to such which that Treaty Lender is entitled shall cooperate co-operate in completing any procedural formalities necessary for such that UK Borrower to obtain authorization to make such that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Kingdom; (ii)(A) a Treaty Lender shall on or prior to the later of (A) the date it which becomes a Treaty Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender day on which this Agreement is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms entered into that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (A) holds a passport under the HMRC DT Treaty Passport scheme scheme, and (B) which wishes such that scheme to apply to this Agreement,
1. as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK the Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;
2. as to any such Agent; and (B) a Treaty Lender that which becomes a Treaty Lender in accordance with hereunder after the day on which this Agreement after is entered into that holds a passport under the Restatement Effective DateHMRC DT Treaty Passport scheme, such Lender and which wishes that scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence to each the UK Borrower and the Administrative Agent by or reasonably promptly following Agent, and, having done so, that Treaty Lender shall be under no further obligation pursuant to paragraph (h) and (i)(i) above; (iii) nothing in paragraph (i) above shall require a Treaty Lender to: (A) register under the date on which such Lender becomes a Lender under this AgreementHMRC DT Treaty Passport scheme; and
3. upon satisfying either clause (ii)(AB) apply the HMRC DT Treaty Passport scheme to any Borrowings if it has so registered; or (ii)(B), such Lender shall have satisfied C) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (i)(ii) above and the UK Borrower making that payment has not complied with its obligation obligations under clause paragraph (f)(ii)(iv) of this Section.
iii. If below; (iv) if a Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause paragraph (f)(iii)(ii) of this Section, above the relevant UK Borrower(s) Borrower shall make a Borrower DTTP Filing with respect to such Lenderfiling, and shall promptly provide such Lender with a copy of such filing; provided that, if:
where (1. each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
2. each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. such ) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; oror (2) HM Revenue & Customs has not given the UK Borrower authority to make payments to that Treaty Lender without a deduction for tax within 60 days of the date of the Borrower DTTP Filing, and, in each case, the UK Borrower has notified that Treaty Lender in writing, that Treaty Lender and the UK Borrower shall co-operate in completing any additional procedural formalities necessary for that UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom; (v) if a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (i)(ii) above, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees; (vi) a UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Treaty Lender; and (vii) a Treaty Lender shall notify the UK Borrower and Administrative Agent if it determines in its sole discretion that it is ceases to be entitled to claim the benefits of an income tax treaty to which the United Kingdom is a party with respect to payments made by the UK Borrower hereunder.
Appears in 1 contract
Samples: Credit Agreement
Additional United Kingdom Withholding Tax Matters. i. (i) Subject to clause (f)(ii) of this Section, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Lender shall on or prior to the later of (A) the date it becomes a Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
(ii. ) As to any Lender that (A) holds a passport under the HMRC DT Treaty Passport scheme and (B) wishes such scheme to apply to this Agreement,
1. (A) as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;
2. (B) as to any such Lender that becomes a Lender in accordance with this Agreement after the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the date on which such Lender becomes a Lender under this Agreement; and
3. (C) upon satisfying either clause (ii)(A) or (ii)(B), such Lender shall have satisfied its obligation under clause (f)(i) of this Section.
(iii. ) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause (f)(ii) of this Section, the UK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if:
1. (A) each UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
2. (B) each UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. (I) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or
(II) HM Revenue & Customs has not given such UK Borrower authority to make payments to such Lender without a deduction for tax within sixty (60) days of the date of such Borrower DTTP Filing; and in each case, such UK Borrower has notified such Lender in writing of either clause (I) or (II) of this clause (iii)(B), then such Lender and such UK Borrower shall cooperate in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom.
(iv) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with clause (f)(ii) of this Section, no UK Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of such Xxxxxx’s Commitment(s) or its participation in any Loan unless such Lender otherwise agrees.
(v) Each UK Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of such Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender.
(vi) Each Lender shall notify the Company, the UK Borrower and Administrative Agent if it determines in its sole discretion that it ceases to be entitled to claim the benefits of a Treaty with respect to payments of interest made by any UK Borrower hereunder.
Appears in 1 contract
Samples: Credit Agreement (Greif Inc)
Additional United Kingdom Withholding Tax Matters. i. Subject to clause (f)(iiii) of this Sectionbelow, each Lender and each UK U.K. Borrower which that makes a payment to such Lender shall cooperate in completing in a timely manner any procedural formalities necessary for such UK U.K. Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Lender shall on or prior to the later of Kingdom.
(A) the date it becomes a A Lender (whether on the Restatement Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (A) holds a passport under the HMRC DT Treaty Passport scheme and (B) wishes such scheme to apply to this Agreement,
1. as to any such Lender that is a Lender on the Restatement Effective Date, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK U.K. Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;Agent; and
2. as to any such (B) a Lender that becomes a Lender in accordance with this Agreement hereunder after the Restatement Effective DateDate that (1) holds a passport under the HMRC DT Treaty Passport scheme and (2) wishes such scheme to apply to this Agreement, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK U.K. Borrower and the Administrative Agent by or reasonably promptly following the date on which such Lender becomes a Lender under this Agreement; Agent, and
3. (C) upon satisfying either clause (ii)(AA) or (ii)(B)B) above, such Lender shall have satisfied its obligation under clause paragraph (f)(ig)(i) of this Sectionabove.
iii. If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause paragraph (f)(iig)(ii) of this Sectionabove, the UK U.K. Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if:
1. (A) each UK U.K. Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
2. (B) each UK U.K. Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. (1) such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or
(2) HM Revenue & Customs has not given such U.K. Borrower authority to make payments to such Lender without a deduction for tax within 60 days of the date of such DTTP Filing; and in each case, such U.K. Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such U.K. Borrower shall cooperate in completing in a timely manner any additional procedural formalities necessary for such U.K. Borrower to obtain authorization to make that payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom.
iv. If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (g)(ii) above, no U.K. Borrower shall make a DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Revolving Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.
Appears in 1 contract
Samples: Credit Agreement (Matrix Service Co)
Additional United Kingdom Withholding Tax Matters. i. (A) Subject to clause (f)(iiB) of this Sectionbelow, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom and each Lender shall on or prior to Kingdom.
(1) In the later case of (A) the date it becomes a Lender (whether on the Restatement Amendment Effective Date or such later date in accordance with Section 10.06) and (B) the date of the initial Credit Extension made to the UK Borrower, confirm to the UK Borrower whether or not such Lender is a Qualifying Lender; provided that, in furtherance of the foregoing, by its signature hereto, each Lender party hereto on the Restatement Effective Date hereby confirms that it is a Qualifying Lender as of the Restatement Effective Date solely for the purposes of UK withholding tax in respect of any payment of interest payable by a UK Borrower.
ii. As to any Lender that (Ax) holds a passport under the HMRC DT Treaty Passport scheme and (By) wishes such scheme to apply to this Credit Agreement,, its scheme reference number and its jurisdiction of tax residence are as set forth on its signature page to this Credit Agreement; and
1. as to any such Lender that is (2) a Lender on which becomes a Lender hereunder after the Restatement Amendment Effective DateDate that (x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Credit Agreement, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the Restatement Effective Date;
2. as to any such Lender that becomes a Lender in accordance with this Agreement after the Restatement Effective DateAgent, such Lender shall provide its scheme reference number and its jurisdiction of tax residence to each UK Borrower and the Administrative Agent by or reasonably promptly following the date on which such Lender becomes a Lender under this Agreement; and
(3. upon ) Upon satisfying either clause (ii)(A1) or (ii)(B)2) above, such Lender shall have satisfied its obligation under clause paragraph (f)(iv)(A) of this Sectionabove.
iii. (C) If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with clause paragraph (f)(iiv)(B) of this Sectionabove, the UK Borrower(s) shall make a Borrower DTTP Filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if:
(1. each ) a UK Borrower making a payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or
(2. each ) a UK Borrower making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but:
a. such Borrower DTTP Filing has been rejected by HM Revenue & Customs; or
Appears in 1 contract
