AEOI. (a) Each Limited Partner:
AEOI. The U.S. tax provisions commonly known as the Foreign Account Tax Compliance Act, the regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance promulgated thereunder (or which may be promulgated in the future) and any applicable intergovernmental agreements in respect thereof (or any similar intergovernmental agreements which may be applicable to the Company or any Company Subsidiary), including any implementing legislation, regulations and guidance promulgated (or which may be promulgated) thereunder and any subsequent amendments to any of the foregoing (“FATCA”) and similar withholding or information reporting provisions, including the “Common Reporting Standard” developed by the OECD and any legislation, regulations, intergovernmental agreements and guidance in respect thereof (all such provisions, collectively with FATCA, the “AEOI Regimes”) impose or may impose a number of obligations on the Company or Company Subsidiaries. In this regard:
AEOI. Each Limited Partner agrees to provide any information or certifications (including without limitation information about such Limited Partner’s direct and indirect owners) that may reasonably be requested by the Partnership to allow the Partnership, the Target Company or any member of any “expanded affiliated group” (as defined in Section 1471(e)(2) of the Code) to which the Partnership or the Target Company belongs to (a) enter into, maintain or otherwise comply with the agreement contemplated by Section 1471(b) of the Code; (b) comply with their obligations under, and avoid becoming subject to withholding, or to obtain any available exemption, reduction or refund of any tax withheld, pursuant to AEOI, any equivalent legislation in any jurisdiction or any agreement entered into pursuant to any such legislation; (c) satisfy any information reporting requirements imposed by AEOI; and/or (d) satisfy any requirements necessary to avoid withholding taxes under FATCA with respect to any payments to be received or made by the Partnership. Each Limited Partner further agrees that, in the event that such Limited Partner fails to comply with any of the above requirements in a timely manner, such Limited Partner hereby (i) irrevocably authorizes the General Partner as its true and lawful attorney-in-fact in accordance with clause 7.2.5 to (A) transfer such Limited Partner’s Partnership Interest to a third party (including, without limitation, an existing Limited Partner) or an entity organized under the laws of the U.S. or a state thereof in exchange for the consideration negotiated by the General Partner in good faith for such Partnership Interest; and (B) take any other action the General Partner deems in good faith to be reasonable to mitigate any adverse effect of such failure on the Partnership or any other Limited Partner; (ii) agrees to take any steps the General Partner reasonably deems to be necessary to effectuate the foregoing; and (iii) indemnifies the Partnership, the General Partner, the Manager and the Sub-Manager for all loss, cost, expenses, damage, claims and/ or demands (including, but not limited to, any withholding tax, penalties or interest suffered by any of them) arising as a result of such Limited Partner’s failure to comply with the above requirements in a timely manner.
AEOI. Each Shareholder acknowledges and agrees that:
AEOI a. Each Limited Partner: i. shall provide, in a timely manner, such information regarding the Limited Partner and its beneficial owners and/or controlling persons and such forms or documentation as may be requested from time to time by the General Partner or the Partnership to enable the Partnership to comply with the requirements and obligations imposed on it pursuant to AEOI and shall update such information as necessary;
AEOI. The Purchaser acknowledges and agrees that:
AEOI. The U.S. tax provisions commonly known as the Foreign Account Tax Compliance Act, the regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance promulgated thereunder (or which may be promulgated in the future) and any applicable intergovernmental agreements in respect thereof (or any similar intergovernmental agreements which may be applicable to the Company or any Company Subsidiary), including any implementing legislation, regulations and guidance promulgated (or which may be promulgated) thereunder and any subsequent amendments to any of the foregoing (“FATCA”) and similar withholding or information reporting provisions, including the “Common Reporting Standard” developed by the OECD and any legislation, regulations, intergovernmental agreements and guidance in respect thereof (all such provisions, collectively with FATCA, the “AEOI Regimes”) impose or may impose a number of obligations on the Company or Company Subsidiaries. In this regard: (a) The Investor acknowledges that, in order to comply with the provisions of the AEOI Regimes and avoid the imposition of U.S. federal withholding tax, the Board may, from time to time and to the extent provided under the AEOI Regimes, (i) require further information and/or documentation from the Investor, which information and/or documentation may (A) include, but is not limited to, information and/or documentation relating to or concerning the Investor, the Investor’s direct and indirect beneficial owners (if any), and any such Person’s identity, residence (or jurisdiction of formation) and income tax status, and (B) need to be certified by the Investor under penalties of perjury, and (ii) provide or disclose any such information and documentation to governmental agencies of the United States or other jurisdictions (including the U.S. Internal Revenue Service (the “IRS”)) and Persons from or through which the Company or any Company Subsidiary may receive payments or with which the Company or any Company Subsidiary may have an account (within the meaning of the AEOI Regimes). (b) The Investor agrees that it shall provide such information and/or documentation concerning itself and its direct and indirect beneficial owners (if any), as and when requested by the Board, as the Board, in its sole discretion, determines is necessary or advisable for the Company to comply with its obligations under the AEOI Regimes, including, but not limited to, in connection w...
