Indemnification for Taxes. (a) So long as the Person to whom such payment is due has complied with the requirements of Sections 2.3(d) and (e) hereof, all payments (including, without limitation, payments on account of principal, interest and fees) shall be made by the Company without deduction or withholding for or on account of any tax, assessment or other governmental charge imposed by any jurisdiction (not being a branch profits tax, a franchise tax or a tax imposed on the overall net income of its lending office by the jurisdiction in which it is incorporated, in which its lending office is located or in which it is managed and controlled) ("Taxes"). If the Company is required by law to make any deduction or withholding of any Taxes of any jurisdiction from any payment due hereunder to a person who has complied with the requirements of Sections 2.3(d) and (e) hereof, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. (b) If the Company makes any payment hereunder in respect of which it is required by law to make any deduction or withholding of any Taxes, it shall pay the full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Purchasers as soon as practicable after it has made such payment to the applicable authority a receipt issued by such authority or a statement of the Company confirming the payment to such authority of all amounts so required to be deducted or withheld from such payment. (c) If any Purchaser is required by law to make any payment on account of Taxes on or in relation to any sum received or receivable hereunder by such Purchaser or any liability for Taxes in respect of any such payment is imposed, levied or assessed against any Purchaser, the Company will, upon demand and delivery to the Company of a photocopy of a receipt (if any) issued by the applicable authority which received such payment or a statement of such Purchaser confirming such payment to such authority, promptly indemnify such Purchaser against such tax payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith. (d) Each Purchaser shall submit to the Company, on the Closing Date and from time to time as required by law, two duly completed and signed copies of one of the following as such Purchaser may deem appropriate: Form 1001 (relating to such Purchaser and evidencing its entitlement to a complete exemption from withholding on all amounts to be paid by the Company and received by such Purchaser pursuant to this Agreement), Form 4224 (relating to all amounts to be paid by the Company and received by such Purchaser pursuant to this Agreement) or Form W-8 of the United States Internal Revenue Service. (e) Thereafter and from time to time, each Purchaser shall (in particular, but without limitation, within 10 days of the transfer or assignment to it becoming effective, each transferee and each assignee of each Purchaser and each subsequent transferee and assignee shall), submit to the Company such additional duly completed and signed copies of one or the other (as each Purchaser (or any assignee or transferee) may deem appropriate) of such Forms 1001, 4224, W-8 (or such successor Forms as shall be adopted from time to time by the relevant United States taxing authorities) or of such a certification as may be (a) notified by the Company to each Purchaser, and (b) required under then current United States law or regulations to avoid United States withholding taxes on payments in respect of all amounts to be paid by the Company and received by each Purchaser. (f) The Company shall, upon receipt of any of the forms or certificates referred to in such Section 2.3(d) or (e) hereof, acknowledge such receipt and the compliance by such Purchaser with such Section 2.3(d) or (e), as the case may be.
Appears in 1 contract
Samples: Note Purchase Agreement (Aegis Consumer Funding Group Inc)
Indemnification for Taxes. (a) So long as All payments made by the Person to whom such payment is due has complied with the requirements of Sections 2.3(d) Borrower under this Agreement and (e) hereof, all payments (including, without limitation, payments on account of principal, interest and fees) any Notes shall be made by the Company free and clear of, and without deduction or withholding for or on account of of, any taxpresent or future income, assessment stamp or other governmental charge imposed taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction Governmental Authority, excluding net income taxes and franchise and excise taxes (not being a branch profits tax, a franchise tax or a tax imposed in lieu of net income taxes) imposed on the overall net income Administrative Agent or any Lender as a result of its lending office by a present or former connection between the Administrative Agent or such Lender and the jurisdiction in which it is incorporatedof the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, in which delivered or performed its lending office is located obligations or in which it is managed and controlled) ("Taxes"received a payment under, or enforced, this Agreement or any Note). If the Company is any such non-excluded taxes, levies, imposts, duties, charges, fees deductions or withholdings ("Non-Excluded Taxes") are required by law to make any deduction or withholding of any Taxes of any jurisdiction be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any Note, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment due of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a person who has complied state thereof if such Lender fails to comply with the requirements of Sections 2.3(d) and (e) hereof, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required.
paragraph (b) If the Company makes any payment hereunder in respect of which it is required by law to make any deduction or withholding of any Taxes, it shall pay the full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Purchasers as soon as practicable after it has made such payment to the applicable authority a receipt issued by such authority or a statement of the Company confirming the payment to such authority of all amounts so required to be deducted or withheld from such paymentthis subsection 4.
(c) If any Purchaser is required by law to make any payment on account of Taxes on or in relation to any sum received or receivable hereunder by such Purchaser or any liability for Taxes in respect of any such payment is imposed, levied or assessed against any Purchaser, the Company will, upon demand and delivery to the Company of a photocopy of a receipt (if any) issued by the applicable authority which received such payment or a statement of such Purchaser confirming such payment to such authority, promptly indemnify such Purchaser against such tax payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith.
(d) Each Purchaser shall submit to the Company, on the Closing Date and from time to time as required by law, two duly completed and signed copies of one of the following as such Purchaser may deem appropriate: Form 1001 (relating to such Purchaser and evidencing its entitlement to a complete exemption from withholding on all amounts to be paid by the Company and received by such Purchaser pursuant to this Agreement), Form 4224 (relating to all amounts to be paid by the Company and received by such Purchaser pursuant to this Agreement) or Form W-8 of the United States Internal Revenue Service.
(e) Thereafter and from time to time, each Purchaser shall (in particular, but without limitation, within 10 days of the transfer or assignment to it becoming effective, each transferee and each assignee of each Purchaser and each subsequent transferee and assignee shall), submit to the Company such additional duly completed and signed copies of one or the other (as each Purchaser (or any assignee or transferee) may deem appropriate) of such Forms 1001, 4224, W-8 (or such successor Forms as shall be adopted from time to time by the relevant United States taxing authorities) or of such a certification as may be (a) notified by the Company to each Purchaser, and (b) required under then current United States law or regulations to avoid United States withholding taxes on payments in respect of all amounts to be paid by the Company and received by each Purchaser.
(f) The Company shall, upon receipt of any of the forms or certificates referred to in such Section 2.3(d) or (e) hereof, acknowledge such receipt and the compliance by such Purchaser with such Section 2.3(d) or (e), as the case may be.
Appears in 1 contract
Indemnification for Taxes. (a) So long as All payments made by the Person to whom such payment is due has complied with the requirements of Sections 2.3(d) Borrower under this Agreement and (e) hereof, all payments (including, without limitation, payments on account of principal, interest and fees) any Notes shall be made by the Company free and clear of, and without deduction or withholding for or on account of of, any taxpresent or future income, assessment stamp or other governmental charge imposed taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction Governmental Authority, excluding net income taxes and franchise and excise taxes (not being a branch profits tax, a franchise tax or a tax imposed in lieu of net income taxes) imposed on the overall net income Administrative Agent or any Lender as a result of its lending office by a present or former connection between the Administrative Agent or such Lender and the jurisdiction in which it is incorporatedof the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, in which delivered or performed its lending office is located obligations or in which it is managed and controlled) ("Taxes"received a payment under, or enforced, this Agreement or any Note). If the Company is required by law to make any deduction such non-excluded taxes, levies, imposts, duties, charges, fees deductions or withholding of any Taxes of any jurisdiction from any payment due hereunder to a person who has complied with the requirements of Sections 2.3(dwithholdings ("Non-Excluded Taxes") and (e) hereof, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes are required to be withheld from any amounts payable to the Administrative Agent or deducted therefromany Lender hereunder or under any Note, will not the amounts so payable to the Administrative Agent or such Lender shall be less than increased to the amount due and extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder had no such deduction or withholding been required.
(b) If at the Company makes any payment hereunder in respect of which it is required by law to make any deduction or withholding of any Taxes, it shall pay the full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Purchasers as soon as practicable after it has made such payment to the applicable authority a receipt issued by such authority or a statement of the Company confirming the payment to such authority of all amounts so required to be deducted or withheld from such payment.
(c) If any Purchaser is required by law to make any payment on account of Taxes on rates or in relation to any sum received or receivable hereunder by such Purchaser or any liability for Taxes the amounts specified in respect of any such payment is imposed, levied or assessed against any Purchaser, the Company will, upon demand and delivery to the Company of a photocopy of a receipt (if any) issued by the applicable authority which received such payment or a statement of such Purchaser confirming such payment to such authority, promptly indemnify such Purchaser against such tax payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith.
(d) Each Purchaser shall submit to the Company, on the Closing Date and from time to time as required by law, two duly completed and signed copies of one of the following as such Purchaser may deem appropriate: Form 1001 (relating to such Purchaser and evidencing its entitlement to a complete exemption from withholding on all amounts to be paid by the Company and received by such Purchaser pursuant to this Agreement), Form 4224 (relating to all amounts to be paid by the Company and received by such Purchaser pursuant to this Agreement) or Form W-8 of the United States Internal Revenue Service.
(e) Thereafter and from time to timeprovided, each Purchaser shall (in particular, but without limitation, within 10 days of the transfer or assignment to it becoming effective, each transferee and each assignee of each Purchaser and each subsequent transferee and assignee shall), submit to the Company such additional duly completed and signed copies of one or the other (as each Purchaser (or any assignee or transferee) may deem appropriate) of such Forms 1001, 4224, W-8 (or such successor Forms as shall be adopted from time to time by the relevant United States taxing authorities) or of such a certification as may be (a) notified by the Company to each Purchaser, and (b) required under then current United States law or regulations to avoid United States withholding taxes on payments in respect of all amounts to be paid by the Company and received by each Purchaser.
(f) The Company shall, upon receipt of any of the forms or certificates referred to in such Section 2.3(d) or (e) hereof, acknowledge such receipt and the compliance by such Purchaser with such Section 2.3(d) or (e), as the case may be.that -50- 165
Appears in 1 contract
Indemnification for Taxes. (a) So long as All payments made by the Person to whom such payment is due has complied with the requirements of Sections 2.3(d) Borrower under this Agreement and (e) hereof, all payments (including, without limitation, payments on account of principal, interest and fees) any Notes shall be made by the Company free and clear of, and without deduction or withholding for or on account of of, any taxpresent or future income, assessment stamp or other governmental charge imposed taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction Governmental Authority, excluding net income taxes and franchise and excise taxes (not being a branch profits tax, a franchise tax or a tax imposed in lieu of net income taxes) imposed on the overall net income Administrative Agent or any Lender as a result of its lending office by a present or former connection between the Administrative Agent or such Lender and the jurisdiction in which it is incorporatedof the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, in which delivered or performed its lending office is located obligations or in which it is managed and controlled) ("Taxes"received a payment under, or enforced, this Agreement or any Note). If the Company is any such non-excluded taxes, levies, imposts, duties, charges, fees deductions or withholdings ("Non-Excluded Taxes") are required by law to make any deduction or withholding of any Taxes of any jurisdiction be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any Note, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment due of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a person who has complied state thereof if such Lender fails to comply with the requirements of Sections 2.3(d) and (e) hereof, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required.
paragraph (b) If of this subsection 4.10. Whenever any Non-Excluded Taxes are payable by the Company makes any payment hereunder in respect of which it is required by law to make any deduction or withholding of any TaxesBorrower, it as promptly as possible thereafter the Borrower shall pay the full amount to be deducted or withheld send to the relevant taxation Administrative Agent for its own account or other authority within for the time allowed for such payment under applicable law and shall deliver to the Purchasers as soon as practicable after it has made such payment to the applicable authority a receipt issued by such authority or a statement of the Company confirming the payment to such authority of all amounts so required to be deducted or withheld from such payment.
(c) If any Purchaser is required by law to make any payment on account of Taxes on or in relation to any sum received or receivable hereunder by such Purchaser or any liability for Taxes in respect of any such payment is imposed, levied or assessed against any Purchaser, the Company will, upon demand and delivery to the Company of a photocopy of a receipt (if any) issued by the applicable authority which received such payment or a statement of such Purchaser confirming such payment to such authority, promptly indemnify such Purchaser against such tax payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith.
(d) Each Purchaser shall submit to the Company, on the Closing Date and from time to time as required by law, two duly completed and signed copies of one of the following as such Purchaser may deem appropriate: Form 1001 (relating to such Purchaser and evidencing its entitlement to a complete exemption from withholding on all amounts to be paid by the Company and received by such Purchaser pursuant to this Agreement), Form 4224 (relating to all amounts to be paid by the Company and received by such Purchaser pursuant to this Agreement) or Form W-8 of the United States Internal Revenue Service.
(e) Thereafter and from time to time, each Purchaser shall (in particular, but without limitation, within 10 days of the transfer or assignment to it becoming effective, each transferee and each assignee of each Purchaser and each subsequent transferee and assignee shall), submit to the Company such additional duly completed and signed copies of one or the other (as each Purchaser (or any assignee or transferee) may deem appropriate) of such Forms 1001, 4224, W-8 (or such successor Forms as shall be adopted from time to time by the relevant United States taxing authorities) or of such a certification as may be (a) notified by the Company to each Purchaser, and (b) required under then current United States law or regulations to avoid United States withholding taxes on payments in respect of all amounts to be paid by the Company and received by each Purchaser.
(f) The Company shall, upon receipt of any of the forms or certificates referred to in such Section 2.3(d) or (e) hereof, acknowledge such receipt and the compliance by such Purchaser with such Section 2.3(d) or (e)Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
(b) Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall:
(i) in the case of a Lender or a Transferee that is a "bank" under Section 881(c)(3)(A) of the Tax Code:
(A) on or before the date it becomes a party to this Agreement (or, in the case of a Participant, on or before the date such Participant becomes a Participant hereunder), deliver to the Borrower and the Administrative Agent (I) two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, and (II) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be;
(B) deliver to the Borrower and the Administrative Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower; and
(C) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Borrower or the Administrative Agent; and
(ii) in the case of a Lender or a Transferee that is not a "bank" under Section 881(c)(3)(A) of the Tax Code:
(A) on or before the date it becomes a party to this Agreement (or, in the case of a Participant, on or before the date such Participant becomes a Participant hereunder), deliver to the Borrower and the Administrative Agent (I) a statement under penalties of perjury that such Lender or Transferee (x) is not a "bank" under Section 881(c)(3)(A) of the Tax Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements, (y) is not a 10-percent shareholder within the meaning of Section 881(c)(3)(B) of the Tax Code and (z) is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Tax Code and (II) a properly completed and duly executed Internal Revenue Service Form W-8 or applicable successor form;
(B) deliver to the Borrower and the Administrative Agent two further properly completed and duly executed copies of such Form W-8, or any successor applicable form, on or before the date that any such Form W-8 expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower or upon the request of the Borrower; and
(C) obtain such extensions of time for filing and completing such forms or certifications as may be reasonably requested by the Borrower or the Administrative Agent; unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Each Lender that is not incorporated under the laws of the United States of America or a state thereof shall certify (i) in the case of a Form 1001 or 4224, that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and (ii) in the case of a Form W-8 or W-9 provided pursuant to subsection 4.10(b)(i)(A)(II), that it is entitled to an exemption from United States backup withholding tax. Each Person that shall become a Lender or a Participant pursuant to subsection 11.6 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this subsection, provided that in the case of a Participant such Participant shall furnish all such required forms and statements to the Lender from which the related participation shall have been purchased.
Appears in 1 contract
Indemnification for Taxes. (a) So long as All payments hereunder and under any of the Person to whom such payment is due has complied with the requirements of Sections 2.3(d) and Facility Documents (e) hereof, all payments (including, without limitation, including payments on account of principal, principal and interest and fees) shall be made by the Company Borrowers without deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed by any jurisdiction (not being a branch profits tax, a franchise tax or a tax imposed on the overall net income of its lending office by the jurisdiction in which it is incorporated, in which its lending office is located or in which it is managed and controlled) ("Taxes"). If the Company a Borrower is required by law to make any deduction or withholding of any Taxes of any jurisdiction from any payment due hereunder to a person who has complied with or under any of the requirements of Sections 2.3(d) and (e) hereofFacility Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. Notwithstanding the foregoing, Taxes shall not include, and no such additional amounts shall be payable in respect of:
(i) any tax imposed on the overall net income of the Lending Office of any Bank in respect of which the relevant payment is made to the jurisdiction in which such Bank is organized, in which such Bank's Lending Office is located or in which such Bank is managed and controlled; or
(ii) any such deduction or withholding which would not have been required to be so deducted or withheld if the Bank to which such payment was made had at the date of payment been either:
(A) a Bank carrying on a bona fide banking business in the United Kingdom recognized by the Inland Revenue Service and bringing the interest payable hereunder into account as a trading receipt of such business; or
(B) resident in a country with which the United Kingdom has an appropriate Double Taxation Treaty giving exemption from United Kingdom taxation on interest and had any necessary application thereunder been made (except that this Section 3.6(a)(ii) shall not operate to prevent a Bank receiving such additional amounts to the extent that such amounts become payable solely as a result of any revocation or repeal of, or any change in, or any published change in the interpretation or application of, any relevant law or the practice of the Inland Revenue Service or the provisions of a double taxation treaty since the date of this Agreement).
(b) If any additional amounts shall become payable pursuant to Section 3.6(a), the Company applicable Borrower and the Bank concerned will discuss in good faith with a view to determining whether any means (not being detrimental in the opinion of such Bank to any of such Bank's interests) exist or may be implemented by which such amounts may lawfully be mitigated or reduced, (or such Bank be compensated in some other way) so as to leave such Bank in the same position in which such Bank would have been had such Taxes not been payable.
(c) If any Borrower makes any payment hereunder in respect of which it such Borrower is required by law to make any deduction or withholding of any Taxes, it such Borrower shall pay the full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Purchasers Banks as soon as practicable after it has made such payment to the applicable authority a receipt issued by such authority or a statement of the Company Borrower confirming the payment to such authority of all amounts so required to be deducted or withheld from such payment.
(cd) If Without prejudice to the provisions of Section3.6(a), if any Purchaser Bank, or the Agent on its behalf, is required by law to make any payment on account of Taxes (other than those referred to in Section 3.6(a)(i) above) on or in relation to any sum received or receivable hereunder or under any of the Facility Documents by such Purchaser Bank, or the Agent on its behalf, or any liability for such Taxes in respect of any such payment is imposed, levied or assessed against any PurchaserBank, or the Agent on its behalf, the Company will, upon demand and delivery to the Company of a photocopy of a receipt (if any) issued by the applicable authority which received such payment or a statement of such Purchaser confirming such payment to such authority, Borrowers will promptly indemnify such Purchaser person against such tax Tax payment or liability, together with any interest, penalties and expenses (including counsel fees and expenses) payable or incurred in connection therewith.
(d) Each Purchaser shall submit , including any such Tax on any Bank arising by virtue of payments under this Section 3.6(d), computed in a manner consistent with Section 3.6(a). A certificate as to the Company, on the Closing Date and from time to time as required by law, two duly completed and signed copies amount of one of the following as such Purchaser may deem appropriate: Form 1001 (relating to such Purchaser and evidencing its entitlement to a complete exemption from withholding on all amounts to be paid by the Company and received payment by such Purchaser pursuant to this Agreement)Bank, Form 4224 (relating to all amounts to be paid by the Company and received by such Purchaser pursuant to this Agreement) or Form W-8 of the United States Internal Revenue Service.
(e) Thereafter and from time to time, each Purchaser shall (in particular, but without limitation, within 10 days of the transfer or assignment to it becoming effective, each transferee and each assignee of each Purchaser and each subsequent transferee and assignee shall), submit to the Company such additional duly completed and signed copies of one or the other (as each Purchaser (or any assignee or transferee) may deem appropriate) of such Forms 1001Agent on its behalf, 4224absent manifest error, W-8 (or such successor Forms as shall be adopted from time to time by the relevant United States taxing authorities) or of such a certification as may be (a) notified by the Company to each Purchaserfinal, conclusive and (b) required under then current United States law or regulations to avoid United States withholding taxes on payments in respect of binding for all amounts to be paid by the Company and received by each Purchaserpurposes.
(f) The Company shall, upon receipt of any of the forms or certificates referred to in such Section 2.3(d) or (e) hereof, acknowledge such receipt and the compliance by such Purchaser with such Section 2.3(d) or (e), as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Macdermid Inc)
Indemnification for Taxes. (a) So long Sellers shall indemnify and hold harmless the Buyer Indemnified Persons from any and all Indemnifiable Losses to the extent arising out of the following, in each case without duplication and solely to the extent such Taxes exceed the accrual in respect thereof taken into account in the calculation of the Final Adjustment Amount:
(i) Taxes with respect to any of the Transferred Companies for all Pre-Closing Tax Periods;
(ii) liability for Taxes (x) of any member of the Seller Group other than a Transferred Company pursuant to any provision of joint and several liability under Treasury Regulations Section 1.1502-6 and any corresponding provision of state, local, or foreign law, or (y) imposed on any of the Transferred Companies as a result of the Person Transferred Companies otherwise having liability for the Taxes of another person under principles of transferee or successor liability or by contract as a result of activities or transactions taking place at or prior to whom such payment is due has complied the Closing;
(iii) any inaccuracy or breach of any representation or warranty made in Section 3.10;
(iv) Taxes incurred in connection with the requirements Pre-Sale Transactions and the ALNY Sale or ALNY Transfer, as applicable; and
(v) Specified Liabilities that are Taxes. Sellers shall not be liable pursuant to this Section 8.1(a) for any Taxes for any Post-Closing Tax Period to the extent such Taxes arise out of Sections 2.3(d) and (e) hereof, all payments (including, without limitation, payments on account of principal, interest and fees) shall be made by the Company without deduction or withholding for or on account unavailability of any taxnet operating losses, assessment credits, tax basis or other governmental charge imposed by any jurisdiction (not being a branch profits tax, a franchise tax or a tax imposed on the overall net income of its lending office by the jurisdiction in which it is incorporated, in which its lending office is located or in which it is managed and controlled) ("Taxes"). If the Company is required by law to make any deduction or withholding Tax attributes of any Taxes of any jurisdiction from any payment due hereunder to a person who has complied with the requirements of Sections 2.3(d) and (e) hereof, then Transferred Companies after the amount payable will be increased to such amount which, after deduction from such increased amount of all such Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been requiredClosing Date.
(b) If For purposes of this Agreement, Taxes for a Straddle Period shall be allocated between the Company makes any payment hereunder Pre-Closing Tax Period and the Post-Closing Tax Period in respect the following manner:
(i) in the case of Taxes based on or measured by income, gain, or receipts, or related to the actual or deemed sale or transfer of property, or which are withholding Taxes, such Taxes shall be allocated based on an interim closing of the books as of the Closing Date; and
(ii) in the case of Taxes calculated on a periodic basis, the portion of such Taxes allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which it is required by law to make any deduction or withholding the number of any Taxes, it shall pay days in the full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to the Purchasers as soon as practicable after it has made such payment to the applicable authority a receipt issued by such authority or a statement portion of the Company confirming the payment to such authority of all amounts so required to be deducted or withheld from such payment.
(c) If any Purchaser is required by law to make any payment on account of Taxes on or in relation to any sum received or receivable hereunder by such Purchaser or any liability for Taxes in respect of any such payment is imposed, levied or assessed against any Purchaser, the Company will, upon demand and delivery to the Company of a photocopy of a receipt (if any) issued by the applicable authority which received such payment or a statement of such Purchaser confirming such payment to such authority, promptly indemnify such Purchaser against such tax payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith.
(d) Each Purchaser shall submit to the Company, Straddle Period ending on the Closing Date and from time the denominator of which is the number of days in the entire Straddle Period. For the avoidance of doubt, Taxes arising out of the Pre-Sale Transactions and the ALNY Sale or ALNY Transfer, as applicable, shall be allocated to time the Pre-Closing Tax Period. Sellers and Buyer shall (and shall cause their Affiliates to) report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with such allocation and, except in each case as required by applicable Tax law, two duly completed shall not (and signed copies shall not permit their Affiliates to) take any position contrary thereto or inconsistent therewith. Notwithstanding any other provision of one this Agreement, the Seller Indemnified Persons shall not be liable for (and Buyer shall indemnify the Seller Indemnified Persons against) any Taxes resulting from any transaction or event that is outside the ordinary course of business and occurs after the following as such Purchaser may deem appropriate: Form 1001 Closing but on the Closing Date, other than (relating to such Purchaser and evidencing its entitlement x) Taxes attributable to a complete exemption from withholding on all amounts transaction or event initiated by Sellers or the Transferred Companies before the Closing, (y) Taxes attributable to be paid by the Company and received by such Purchaser transactions deemed to occur pursuant to this Agreement), Form 4224 (relating to all amounts to be paid by the Company and received by such Purchaser pursuant to this AgreementTreasury Regulations Section 1.338(h)(10)-1(d)(3) or Form W-8 of the United States Internal Revenue Service.
(e) Thereafter and from time to time, each Purchaser shall (in particular, but without limitation, within 10 days of the transfer or assignment to it becoming effective, each transferee and each assignee of each Purchaser and each subsequent transferee and assignee shall), submit to the Company such additional duly completed and signed copies of one or the other (as each Purchaser (or any assignee or transferee) may deem appropriate) of such Forms 1001, 4224, W-8 (or such successor Forms as shall be adopted from time to time by the relevant United States taxing authorities) or of such a certification as may be (a) notified by the Company to each Purchaser, and (bz) required under then current United States law or regulations to avoid United States withholding taxes on payments in respect of all amounts to be paid by the Company and received by each PurchaserTaxes that are Specified Liabilities.
(f) The Company shall, upon receipt of any of the forms or certificates referred to in such Section 2.3(d) or (e) hereof, acknowledge such receipt and the compliance by such Purchaser with such Section 2.3(d) or (e), as the case may be.
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