FATCA Mitigation Sample Clauses

FATCA Mitigation. Notwithstanding any other provision of this agreement, if a FACTC deduction is or will be required to be made by any party under Clause 23.10 in respect of a payment to any FATCA Non-Exempt Lender, the FATCA Non-Exempt Lender may either: (a) transfer its entire interest in the Loan to a U.S. branch or Affiliate, or (b) nominate one or more transferee lenders who upon becoming a Lender would be a FATCA Exempt Party, by notice in writing to the Agent and the Borrower specifying the terms of the proposed transfer, and upon the approval and consent of the Agent and the Borrower, cause such transferee lender(s) to purchase all of the FATCA Non-Exempt Lender’s interest in the Loan.
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FATCA Mitigation. Notwithstanding any other provision of this Agreement, if a FATCA Deduction is or will be required to be made by any party under Section 7.4 in respect of a payment to any FATCA Non-Exempt Lender, the FATCA Non-Exempt Lender may either: (i) transfer its entire interest in the Loan to a U.S. branch or Affiliate, or (ii) nominate one or more transferee lenders who upon becoming a Lender would be a FATCA Exempt Party, by notice in writing to the Facility Agent and the Borrowers specifying the terms of the proposed transfer, and cause such transferee lender(s) to purchase all of the FATCA Non- Exempt ▇▇▇▇▇▇’s interest in the Loan.
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FATCA Mitigation. Notwithstanding any other provision to this Agreement, if a FATCA Deduction is or will be required to be made by any Party under Clause 8.14 in respect of a payment to any Lender which is a FATCA FFI (a “FATCA Non-Exempt Lender”), the FATCA Non-Exempt Lender may either: (a) transfer its entire interest in the Loan to a U.S. branch or affiliate; or (b) (subject to the prior written consent of the Borrower in the case of a transferee which is not already a Lender, such consent not to be unreasonably withheld or delayed) nominate one or more transferee lenders who upon becoming a Lender would be a FATCA Exempt Party, by notice in writing to the Agent and the Borrower specifying the terms of the proposed transfer, and cause such transferee lender(s) to purchase all of the FATCA Non-Exempt Lender’s interest in the Loan.
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FATCA Mitigation. (i) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b) or (c) in respect of a payment to any FATCA Non-Exempt Lender, the Borrower may (but shall not be required to), in addition to making any FATCA Deductions already required and any associated gross-up and indemnity payments under this Clause 22.5, elect to either: (A) Prepay in full the Contribution of the FATCA Non-Exempt Lender (plus accrued and unpaid interest, the Mandatory Cost, if any, and all other amounts then due the FATCA Non-Exempt Lender) in accordance with and subject to the conditions of Clause 8 upon 15 days’ written notice to the Facility Agent and such FATCA Non-Exempt Lender, specifying the amount to be prepaid, the date on which the prepayment is to be made and the basis for the FATCA Deduction, or (B) if no Event of Default or Potential Event of Default has occurred and is continuing, nominate one or more Transferee Lenders who upon becoming a Lender would be an Exempt FATCA Party, by notice in writing to the Facility Agent and the FATCA Non-Exempt Lender specifying the terms of the proposed transfer, and, subject to sub-clause (ii) below, cause such Transferee Lender(s) to purchase all of the FATCA Non-Exempt Lender’s Contribution and Commitment. (ii) If the Borrower elects to nominate one or more Transferee Lenders under Clause 22.5(e)(i)(B), the relevant FATCA Non-Exempt Lender shall transfer its Contribution and Commitment to such Transferee Lender(s), but only after such FATCA Non-Exempt Lender has received one or more payments from the Borrower and such Transferee Lender(s) in an aggregate amount at least equal to the aggregate outstanding Contribution of such FATCA Non-Exempt Lender, together with accrued interest thereon to the date of payment of such Contribution and all other amounts payable to such FATCA Non-Exempt Lender under the Finance Documents. (iii) If a FATCA Deduction is or will be required to be made by the Borrower under Clause 22.5(b) or (c) in respect of a payment to any Creditor Party as a result of the Facility Agent not being a FATCA Exempt Party, at the written request of the Creditor Party, the Facility Agent shall resign and a successor Facility Agent who is a FATCA Exempt Party shall be appointed pursuant to the Agency and Trust Deed.
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FATCA Mitigation. Notwithstanding any other provision to this Agreement, if a FATCA Deduction is or will be required to be made by any Party under Clause 8.15 in respect of a payment to any Lender which is a FATCA FFI (a “FATCA Non-Exempt Lender”), the FATCA Non-Exempt Lender may either: (a) transfer its entire interest in the Loan to a U.S. branch or affiliate; or (b) (subject to the prior written consent of the Borrowers in the case of a transferee which is not already a Lender, such consent not to be unreasonably withheld or delayed and always provided that it should be deemed to be reasonable for the Borrowers to withhold such consent in circumstances where any transfer under this Clause 15.8(b) would result in any Increased Cost being incurred by the transferee lender) nominate one or more transferee lenders who upon becoming a Lender would be a FATCA Exempt Party, by notice in writing to the Agent and the Borrowers specifying the terms of the proposed transfer, and cause such transferee lender(s) to purchase all of the FATCA Non-Exempt Lender’s interest in the Loan.
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FATCA Mitigation. Notwithstanding any other provision to this Agreement, if a FATCA Deduction is or will be required to be made by any Party under Clause 8.15 in respect of a payment to any Lender which is a FATCA FFI (a "FATCA Non-Exempt Lender"), the FATCA Non-Exempt Lender may either:
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FATCA Mitigation. 12.11.1 If a Lender gives a confirmation that it is not a FATCA Exempt Party under clause 12.8.1(a) or 12.8.3 or it is treated as not being a FATCA Exempt Party under clause 12.8.5(a), the Borrower may (but shall not be required to), in addition to making any FATCA Deductions already required and any associated gross-up and indemnity payments under this clause 12, give notice (a Borrower’s FATCA Notice) to the Agent in writing that the remainder of this clause 12.11 shall apply (and the Agent shall pass on any Borrower’s FATCA Notice to the Lenders as soon as practicable following receipt). 12.11.2 Following the issue by the Borrower of a Borrower’s FATCA Notice under clause 12.11.1, a Lender which has given a confirmation that it is not a FATCA Exempt Party under clause 12.8.1(a) or 12.8.3 or which is treated as not being a FATCA Exempt Party under clause 12.8.5(a) may, if it is a FATCA Exempt Party or becomes a FATCA Exempt Party at least six weeks before the date of any proposed transfer pursuant to clause 12.11.4 or, as the case may be, at least six weeks before any proposed prepayment pursuant to clause 12.11.5, notify the Agent of that fact in writing prior to the proposed date of prepayment or, as the case may be, transfer (and the Agent shall pass on any such notice to the Borrower as soon as practicable following receipt), in which case the provisions of clause 12.11.4 or, as the case may be, clause 12.11.5 shall not apply. 12.11.3 The Borrower may, within two months of the date of a Borrower’s FATCA Notice, or such longer period as the Agent may agree, notify the Agent in writing that it either: (a) intends to prepay in full the participation of each Lender that is a FATCA Non Exempt Lender, specifying the amount to be prepaid and the date on which the prepayment is to be made (which date shall be the last day of the current Interest Period); or (b) if no Default has occurred, nominates one or more New Lenders who would meet the requirements of clause 32.1 (Assignments and transfers by the Lenders) and who upon becoming a Lender would be a FATCA Exempt Party, and shall accompany the notification with a draft Transfer Certificate containing as much information as it can reasonably obtain in relation to the proposed transfer. 12.11.4 If the Borrower gives a notice under clause 12.11.3(b), the Borrower shall cause such New Lender(s) to assume all of the relevant FATCA Non-Exempt Lender’s participation in the Loans and the relevant FATCA Non-Exempt L...
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FATCA Mitigation. (a) Notwithstanding any other provision of this Agreement, if a FATCA Deduction is or will be required to be made by any party under Clause 23.8 in respect of a payment to any FATCA Non-Exempt Lender, the FATCA Non-Exempt Lender may either: 111 ‌ SK 26945 0003 10902825 v6 (i) transfer its entire interest in the Loan to a U.S. branch or Affiliate, or (ii) nominate one or more transferee lenders who upon becoming a Lender would be a FATCA Exempt Party, by notice in writing to the Agent and the Borrower specifying the terms of the proposed transfer, and cause such transferee lender(s) to purchase all of the FATCA Non-Exempt ▇▇▇▇▇▇’s interest in the Loan.
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FATCA Mitigation. 23.10 in respect of a payment to any FATCA Non-Exempt Lender, the FATCA Non-Exempt Lender may either: (i) transfer its entire interest in the Loan to a U.S. branch or Affiliate, or (ii) nominate one or more transferee lenders who upon becoming a Lender would be a FATCA Exempt Party, by notice in writing to the Agent and the Borrower specifying the terms of the proposed transfer, and cause such transferee lender(s) to purchase all of the FATCA Non-Exempt Lender’s interest in the Loan.
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Related to FATCA Mitigation

  • Set Off; Mitigation The Company’s obligation to pay Employee the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of amounts owed by Employee to the Company or its affiliates; provided, however, that to the extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment shall not modify the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Employee and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Employee shall not be required to mitigate the amount of any payment provided pursuant to this Agreement by seeking other employment or otherwise, and except as provided in Section 8(d)(iv) hereof, the amount of any payment provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of Employee’s other employment or otherwise.

  • Set Off; No Mitigation The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

  • Mitigation; Offset The Executive is under no obligation to seek other Employment or to otherwise mitigate the obligations of the Company under this Agreement, and the Company may not offset against amounts or benefits due Executive under this Agreement or otherwise on account of any claim (other than any preexisting debts then due in accordance with their terms) the Company or its affiliates may have against him or any remuneration or other benefit earned or received by Executive after such termination.

  • FATCA Withholding The Trust represents, warrants and covenants to the Indenture Trustee and the Note Paying Agent that, (i) to the best of the Trust’s knowledge, the Indenture Trustee, Note Registrar and Note Paying Agent are not obligated in respect of any payments to be made by the Trust pursuant to this Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”), provided such parties have obtained the requisite information about the Noteholders; (ii) the Noteholders are required to provide information sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax (the “FATCA Information”) to the Trust and the Indenture Trustee, (iii) the Trust shall comply with all requirements of the Code with respect to the withholding from any payment made by it on any Note of any applicable FATCA Withholding Tax imposed thereon and with respect to any applicable reporting requirement in connection therewith; and (iv) to the extent the Trust determines that FATCA Withholding Tax is applicable, it will promptly notify the Note Paying Agent of such fact. To the extent the Trust has the Noteholders’ information, the Trust will provide the FATCA Information to the Indenture Trustee, the Note Registrar and the Note Paying Agent upon request. Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Trust, the Indenture Trustee, the Note Registrar and the Note Paying Agent with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the FATCA Information. In addition, each holder of a Note will be deemed to understand that the Note Paying Agent has the right to withhold interest payable with respect to the Note (without any corresponding gross-up) on any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements.