Common use of Early Redemption for Tax Reasons Clause in Contracts

Early Redemption for Tax Reasons. The Notes may be redeemed at the option of the Company, in whole but not in part, at any time at a Redemption Price equal to the principal amount thereof plus accrued and unpaid interest to the Redemption Date if and when, as a result of any change in, execution of, or amendment to, any laws or regulations or ruling promulgated thereunder of the jurisdiction in which the Company is incorporated (or, in the case of a successor Person to the Company, of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) or the official entry or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application of or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction or such political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after the date hereof (or in the case of a successor Person to the Company, the date on which such successor Person became such pursuant to Section 8.01 and 8.02 of the Original Indenture), the Company would be required to pay Additional Amounts pursuant to Section 10.10 of the Original Indenture. For the avoidance of doubt, the Company shall have the option to so redeem the Notes in the event that it is required to pay Dutch Withholding Tax Xxx 0000 Additional Amounts; provided, however, that the Company shall take reasonable measures to avoid any withholding tax on interest payments under the Notes as per the Dutch Withholding Tax Act 2021 directly resulting from the purchase by the Company or its affiliates of any Notes; provided, further, that prior to giving the notice of redemption of the Notes (A) the Company or its successor shall deliver to the Trustee a Director’s Certificate to the effect that the obligations of the Company or its successor to pay Dutch Withholding Tax Act 2021 Additional Amounts cannot be avoided by the Company or its successor taking reasonable measures available to it, and (B) the Company or its successor shall deliver to the Trustee an Opinion of Counsel stating that the Company or its successor would be obligated to pay Dutch Withholding Tax 2021 Additional Amounts. The Trustee shall accept such Director’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth above, and shall be conclusive and binding on the Holders. For purposes of Section 11.08 of the Original Indenture, the reincorporation of the Company shall be treated as the adoption of a successor entity, provided, however, that redemption under Section 11.08 of the Original Indenture shall not be available if the reincorporation was performed in anticipation of a change in, execution of or amendment to any laws or treaties or the official application or interpretation of any laws or treaties of such new jurisdiction of incorporation that would result in an obligation to pay Additional Amounts.

Early Redemption for Tax Reasons. The Notes may be redeemed at the option of the Company, in whole but not in part, at any time at a Redemption Price equal to the principal amount thereof plus accrued and unpaid interest to the Redemption Date if and when, as a result of any change in, execution of, or amendment to, any laws or regulations or ruling promulgated thereunder of the jurisdiction in which the Company is incorporated (or, in the case of a successor Person to the Company, of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) or the official entry or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application of or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction or such political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after the date hereof (or in the case of a successor Person to the Company, the date on which such successor Person became such pursuant to Section 8.01 and 8.02 of the Original Indenture), the Company would be required to pay Additional Amounts pursuant to Section 10.10 of the Original Indenture. For the avoidance of doubt, the Company shall have the option to so redeem the Notes in the event that it is required to pay Dutch Withholding Tax Xxx 0000 Additional Amounts; provided, however, that the Company shall take reasonable measures to avoid any withholding tax on interest payments under the Notes as per the Dutch Withholding Tax Act 2021 directly resulting from the purchase by the Company or its affiliates of any Notes; provided, further, that prior to giving the notice of redemption of the Notes (A) the Company or its successor shall deliver to the Trustee a Director’s Certificate to the effect that the obligations of the Company or its successor to pay Dutch Withholding Tax Act 2021 Additional Amounts cannot be avoided by the Company or its successor taking reasonable measures available to it, and (B) the Company or its successor shall deliver to the Trustee an Opinion of Counsel stating that the Company or its successor would be obligated to pay Dutch Withholding Tax 2021 Additional Amounts. The Trustee shall accept such Director’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth above, and shall be conclusive and binding on the Holders. For purposes of Section 11.08 of the Original Indenture, the reincorporation of the Company shall be treated as the adoption of a successor entity, provided, however, that redemption under Section 11.08 of the Original Indenture shall not be available if the reincorporation was performed in anticipation of a change in, execution of or amendment to any laws or treaties or the official application or interpretation of any laws or treaties of such new jurisdiction of incorporation that would result in an obligation to pay Additional Amounts.

Early Redemption for Tax Reasons. The Notes may be redeemed at the option of the Company, in whole but not in part, at any time at a Redemption Price equal to the principal amount thereof plus accrued and unpaid interest to the Redemption Date if and when, as a result of any change in, execution of, or amendment to, any laws or regulations or ruling promulgated thereunder of the jurisdiction in which the Company is incorporated (or, in the case of a successor Person to the Company, of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) or the official entry or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application of or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction or such political subdivision or taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after the date hereof (or in the case of a successor Person to the Company, the date on which such successor Person became such pursuant to Section 8.01 and 8.02 of the Original Indenture), the Company would be required to pay Additional Amounts pursuant to Section 10.10 of the Original Indenture. For the avoidance of doubt, the Company shall have the option to so redeem the Notes in the event that it is required to pay Dutch Withholding Tax Xxx Axx 0000 Additional Amounts; provided, however, that the Company shall take reasonable measures to avoid any withholding tax on interest payments under the Notes as per the Dutch Withholding Tax Act 2021 directly resulting from the purchase by the Company or its affiliates of any Notes; provided, further, that prior to giving the notice of redemption of the Notes (A) the Company or its successor shall deliver to the Trustee a Director’s Certificate to the effect that the obligations of the Company or its successor to pay Dutch Withholding Tax Act 2021 Additional Amounts cannot be avoided by the Company or its successor taking reasonable measures available to it, and (B) the Company or its successor shall deliver to the Trustee an Opinion of Counsel stating that the Company or its successor would be obligated to pay Dutch Withholding Tax 2021 Additional Amounts. The Trustee shall accept such Director’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth above, and shall be conclusive and binding on the Holders. For purposes of Section 11.08 of the Original Indenture, the reincorporation of the Company shall be treated as the adoption of a successor entity, provided, however, that redemption under Section 11.08 of the Original Indenture shall not be available if the reincorporation was performed in anticipation of a change in, execution of or amendment to any laws or treaties or the official application or interpretation of any laws or treaties of such new jurisdiction of incorporation that would result in an obligation to pay Additional Amounts.