Flow-Through Entities Sample Clauses
Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted.
Flow-Through Entities. If your institution is organized outside the U.S. and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. See attached. [DP&L Letterhead] Fifth Third Bank as Administrative Agent for the Lenders party to the Credit Agreement and Each of the Lenders party to the Credit Agreement Ladies and Gentlemen: I am the Senior Vice President and General Counsel of The Dayton Power and Light Company, an Ohio corporation (the “Company”). In such capacity, I have reviewed the Credit Agreement dated as of the date hereof among the Company, the Lenders party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of America, N.A., PNC Capital Markets, National Association and U.S. Bank, National Association, as Co-Syndication Agents (the “Credit Agreement”). I am rendering this opinion to you, at the request of the Company, pursuant to Section 4.01(a)(v) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. In connection with this opinion, I have examined the following:
(i) the Credit Agreement;
(ii) the Notes (and, together with the Credit Agreement, the “Loan Documents”); and
(iii) such corporate records of the Company, such certificates of officers of the Company and of governmental authorities, and such matters of law as I have considered necessary under the circumstances. In rendering this opinion, I have assumed the genuineness of all signatures (other than the signatures of the officers of the Company executing the Loan Documents on behalf of the Company), the authenticity of all documents submitted to me as originals and the conformity to the original of all documents submitted to me as copies or specimens and the authenticity of the originals of such documents submitted to me as copie...
Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. ☐ Attach Form W-8 for current Tax Year ☐ Confirm Tax ID Number: This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth be- low and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capi- talized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contem- plated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percent- age interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Commitments or Loans identified below (including without limitation the Revolving Loans, any Letters of Credit, any Floorplan Loan Exposure and Swingline Loans) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connect...
Flow-Through Entities. If your institution is organized outside the U.S. and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners.
Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we require an original form W-9. * Additional guidance and instructions as to where to submit this documentation can be found at this link:
Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a partnership, trust, qualified or non-qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must, without limiting the obligations to deliver certain forms and documents under Section 3.01 of the Credit Agreement, be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Two original copies of each applicable tax form must be submitted.
Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form
Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement listing each owner’s percentage ownership and their country of permanent residence. Flow-through entities other than Qualified Intermediaries are required to include appropriate tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form.
Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, other non- U.S. flow-through entity or Qualified or Non-Qualified Intermediary, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Subject to applicable exceptions (including an exception for certain U.S. branches of foreign banks), Non-Qualified Intermediaries and Foreign Flow-Through Entities other than “foreign withholding partnerships” are generally required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing the form applicable to your institution. Original tax form(s) must be submitted within 90 days after the first payment of income.
Flow-Through Entities. If Purchaser is, for U.S. federal income tax purposes, a partnership, a grantor trust, an S corporation or an entity that is disregarded as an entity separate from its owner and is owned by any of the foregoing (each, a “Flow Through Entity”), Purchaser hereby represents that no other Person (for purposes of this Section, a “Beneficial Owner”) will be treated as a partner or member for tax purposes in Holdings pursuant to Treasury Regulations Section 1.7704-1(h)(3) by reason of the fact that: (a) substantially all of the value of such Beneficial Owner’s interest in the Flow Through Entity is attributable to the Flow Through Entity’s interest (direct or indirect) in Holdings; and (b) a principal purpose of the use of the tiered arrangement is to permit Holdings to satisfy the 100-partner limitation set forth in Treasury Regulations Section 1.7704-1(h)(1)(ii) (assuming for purposes of this representation that Holdings intends to satisfy such 100-partner limitation).