Noteholder Status Confirmation Sample Clauses
Noteholder Status Confirmation. Each Noteholder which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate, Additional Noteholder Accession Deed or Increase Confirmation which it executes on becoming a Party, and in each case for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:
(a) not a Qualifying Noteholder;
(b) a Qualifying Noteholder (other than a Treaty Noteholder); or
(c) a Treaty Noteholder; |EU-DOCS\34803319.2|| If such a Noteholder fails to indicate its status in accordance with this Clause 16.5, then such a Noteholder shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Noteholder until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate, Additional Noteholder Accession Deed or Increase Confirmation shall not be invalidated by any failure of a Noteholder to comply with this Clause 16.5.
Noteholder Status Confirmation. (i) Each Noteholder which becomes a party after the date of this Agreement shall indicate in the documentation which it executes on becoming a party which of the following categories it falls into: (A) not a UK Qualifying Noteholder; (B) a UK Qualifying Noteholder (other than a UK Treaty Noteholder); or (C) a UK Treaty Noteholder (or a Noteholder which would be a UK Treaty Noteholder upon the completion of any necessary procedural formalities).
(ii) If a Noteholder fails to indicate its status in respect of the Issuer in accordance with paragraph (j)(i) above, then such Noteholder shall be treated for the purposes of this Agreement (including by each Withholding Agent) as if it is not a UK Qualifying Noteholder until such time as it notifies the Administrative Agent which categories apply (and the Administrative Agent, upon receipt of such notification, shall promptly inform the Issuer). For the avoidance of doubt, the documentation which a Noteholder executes on becoming a Party as a Noteholder shall not be invalidated by any failure of such Noteholder to comply with this clause 5.03(j).
(iii) Where a Noteholder will become be a UK Treaty Noteholder only upon the completion of certain procedural formalities, it shall be treated for the purposes of this Agreement (including by each Withholding Agent) as if it is not a UK Qualifying Noteholder until such time as it notifies the Administrative Agent that such procedural formalities are complete (and the Administrative Agent, upon receipt of such notification, shall promptly inform the Issuer).
Noteholder Status Confirmation. Each Purchaser shall indicate its jurisdiction of tax residence in the Purchaser Schedule (or, in the case of any transferee of a Note, in the information provided to the Company pursuant to Section 14.2). By acceptance of any Note the holder confirms that it is either (x) tax resident in the United Kingdom, or (y) tax resident in the jurisdiction specified in the Purchaser Schedule (or, in the case of any transferee of a Note, in the information provided to the Company pursuant to Section 14.2) and, where applicable, has provided (i) its HMRC DT Treaty Passport Scheme reference number and/or (ii) a QPP Certificate to the Company and meets the conditions of the QPP Regulations. Each holder of a Note that has delivered a TC Certificate to the Company shall be deemed to represent to the Company that it is a UK Qualifying Holder on each day when interest is payable under the Notes, provided that no such representation will be made where a holder has notified the Company, in accordance with the following sentence, that it is not or will not be a UK Qualifying Holder. Each holder of a Note agrees to notify the Company promptly in the event of any change in its tax residence or entitlement to tax treaty benefits or, in respect of a holder that has delivered a TC Certificate to the Company, if it has ceased or will cease to be a UK Qualifying Holder.
