NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement. 11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both. 11.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3.
Appears in 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 If 8.1 The relevant Issuer or the Issuer isGuarantor shall notify the Trustee, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement.
11.2 The Issuer shall notify each Agent Registrar in the event that it determines that any payment to be made by an the Trustee, Principal Paying Agent or the Registrar under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuerrelevant Issuer or the Guarantor’s obligation under this Clause 11.2 subclause 8.1 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both, and as soon as it becomes aware of the requirement to make the withholding or deduction it shall give to the Trustee, the Principal Paying Agent and the Registrar such information as it shall require to enable it to comply with the requirement.
11.3 8.2 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3subclause 8.
Appears in 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If the Issuer isor the Guarantors are, in respect of any payment, compelled required by law to withhold or deduct any amount for or on account of taxesTaxes, duties, assessments or governmental charges as specifically contemplated under the Terms and Conditions, the Issuer or the Guarantors, as the case may be, shall give notice thereof of that fact to the Bond Trustee and the Principal Paying Agent (who shall give notice thereof to each Paying Agent) as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Bond Trustee and the Principal Paying Agent such information as either of them shall require to enable it the Bond Trustee and the Principal Paying Agent to comply with such the requirement.
11.2 The Issuer shall notify each 10.2 If any Paying Agent or the Exchange Agent is, in the event that it determines that respect of any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics principal or interest in respect of the IssuerCovered Bonds, such Notes, required by law to withhold or both.
11.3 Notwithstanding deduct any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes amount for or on account of any TaxTaxes, if duties, assessments or governmental charges as specifically contemplated under the Terms and only Conditions, other than arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Covered Bonds, it shall give notice of that fact to the extent so required by Applicable LawIssuer, the Bond Trustee, the Guarantors and the Principal Paying Agent as soon as it becomes aware of the requirement to withhold or deduct.
10.3 If the Issuer determines, in which event its sole discretion, that the Paying Agent shall make such payment after such deduction is not or withholding has been made and shall account ceased to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which casebe a FATCA Compliant Entity, the Issuer shall so account will be entitled to re-direct or reorganise payments in accordance with the relevant Authority Transaction Documents (provided that such payment has not already been made by a Paying Agent to a third party or otherwise distributed) via another Paying Agent including, where necessary, one or more further or other Paying Agents appointed in accordance with this Agreement but, if the Issuer considers it necessary, without the need for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed prior written notice to be required by Applicable Law for the purposes of provided as set out in such Clause, so that such payment can be made free from FATCA withholding, provided that nothing in this Clause 11.310.3 shall impose any obligations or liabilities on the Agents in addition to those expressly set out in this Agreement and provided always that such redirection or reorganisation shall not cause the payment received by the noteholders to be less than would otherwise have been received had such redirection or reorganisation not occurred. The Issuer shall notify the Note Trustee and the Principal Payment Agent of such determination to re-direct. In this agreement, "FATCA Compliant Entity" means a person payments to whom are not subject to withholding or deduction on account of FATCA, and "FATCA" means the rules of U.S. Internal Revenue Code of 1986 Sections 1471 to 1474 (or any amended or successor provisions), an inter- governmental agreement or implementing legislation adopted by another jurisdiction or any agreement with the U.S. Internal Revenue Service in connection with these provisions.
Appears in 3 contracts
Samples: Supplemental Agency Agreement, Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxesTaxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof of that fact to the Trustee, the Principal Paying Agent and the Registrar as soon as reasonably practicable after it becomes aware of the requirement to make the withholding or deduction and shall give to the Trustee, the Principal Paying Agent and the Registrar such information as any of them shall reasonably require to enable it to comply with the requirement.
9.2 If any Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any Taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 9.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer, the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement compulsion to withhold or deduct.
9.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future Taxes, duties, assessments or government charges if and to the extent so required by Applicable Law, regulation or practice or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the Notes, in which event such Agent shall make such payment after such withholding or deduction has been made and shall give account to the Trustee and relevant Authorities for the Principal Paying amount(s) so withheld or deducted or, at its option, shall as soon as reasonably practicable after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, no Agent shall have an obligation to gross up any payment hereunder or pay any additional amount as a result of such information as either withholding Tax. For the avoidance of them shall require doubt, FATCA Withholding is a deduction or withholding which is deemed to enable it to comply with such requirementbe required by Applicable Law for the purposes of this Clause 9.3.
11.2 9.4 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 9.4 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such the Notes, or both.
11.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 (1) If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee and the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent and the Registrar such information as either of them shall require to enable it to comply with such the requirement.
11.2 (2) If any Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause 8(1) or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
(3) The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s 's obligation under this Clause 11.2 subclause 8(3) shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, Issuer or such Notes, or both.
11.3 (4) Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3subclause 8(4).
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If the Issuer is, in respect of any paymentpayment in respect of the Notes, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments any Taxes as contemplated by Condition 7 or governmental charges as specifically contemplated under any undertaking given in addition to or in substitution for Condition 7 pursuant to the ConditionsTrust Deed, the Issuer shall give notice thereof to the Trustee and the Principal Paying Agent and the Trustee as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent and the Trustee such information as either of them they shall require to enable it each of them to comply with such the requirement.
11.2 The 9.2 Without prejudice to subclause 9.1, the Issuer shall promptly notify each Paying Agent in the event that it determines that any payment to be made by an any Paying Agent under any the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 subclause 9.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 9.3 In the event that the Issuer determines in its sole discretion that any withholding or deduction for or on account of any Tax will be required by Applicable Law in connection with any payment due to any Paying Agent on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without such withholding or deduction provided that any such re-directed or reorganised payment is made through a recognised institution of international standing and such payment is otherwise made in accordance with this Agreement and the Trust Deed. The Issuer will promptly notify the Paying Agents and the Trustee of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a withholding or deduction which is deemed to be required by Applicable Law for the purposes of this subclause 9.3.
9.4 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under any the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Paying Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, case the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3.subclause 9.4
Appears in 2 contracts
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If the Issuer is, in respect of any paymentpayment of principal or interest in respect of the Securities, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Principal Paying Agent and the Trustee as soon as it becomes aware of the compulsion to withhold or deduct and shall give to the Principal Paying Agent and the Trustee such information as they shall require to enable each of them to comply with the requirement.
10.2 If any Agent is, in respect of any payment of principal or interest in respect of the Securities, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Securities, it shall give notice of that fact to the Issuer and the Principal Paying Agent as soon as it becomes aware of the requirement compulsion to make such withholding withhold or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirementdeduct.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes the Securities for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. Such Agent shall have no obligation to gross up any such payment or to pay any additional amount as a result of such FATCA Withholding. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this sub-clause 10.3.
10.4 Each Party shall, within ten Business Days of a written request by another Party, supply to that other Party such forms, documentation and other information relating to it, its operations, or the Securities as that other Party reasonably requests for the purposes of that other Party's compliance with Applicable Law and shall notify the relevant other Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall be required to provide any forms, documentation or other information pursuant to this Clause 11.3.10.4 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such Party and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party constitute a breach of any:
(a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 10.4, "Applicable Law" shall be deemed to include (i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply;
Appears in 2 contracts
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If the Issuer or the LLP is, in respect of any payment, compelled required by law to withhold or deduct any amount for or on account of taxesany tax, duties, assessments duty or governmental charges charge as specifically contemplated under the Terms and Conditions, the Issuer or the LLP, as the case may be, shall give notice thereof of that fact to the Bond Trustee and the Principal Paying Agent (who shall give notice thereof to each Paying Agent and the Registrar, if any) as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Bond Trustee and the Principal Paying Agent such information as either of them shall require to enable it the Bond Trustee and the Principal Paying Agent to comply with such the requirement.
11.2 10.2 Each party shall, within ten (10) business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or any Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 10.2 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.
10.3 The Issuer or the LLP (or the Cash Manager on their behalf) shall notify each Agent in the event that it determines they determine that any payment to be made by an Agent under any Notes Covered Bonds is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer's and the LLP’s obligation under this Clause 11.2 10.3 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, Issuer and/or the LLP and/or such NotesCovered Bonds, or both.
11.3 10.4 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes Covered Bonds for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.310.4.
10.5 If any Agent is, in respect of any payment of principal or interest in respect of the Covered Bonds, compelled to withhold or deduct any amount for or on account of any Taxes as specifically contemplated under the Terms and Conditions, other than arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Covered Bonds, it shall give notice of that fact to the Issuer and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
10.6 In the event that the Issuer or the LLP determine in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Covered Bonds, then the Issuer or the LLP, as applicable, will be entitled to redirect or reorganise any such payment in any way that they see fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement and the Trust Deed. The Issuer and the LLP will promptly notify the Agents and the Bond Trustee of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 10.6.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1
8.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee Fiscal Agent and the Principal Paying Agent Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee Fiscal Agent and the Principal Paying Agent Registrar such information as either of them shall require to enable it to comply with such the requirement.
11.2 The 8.2 Without prejudice to subclause 8.1 the Issuer shall notify each the Fiscal Agent in the event that it determines that any payment to be made by an any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.both.
11.3 Notwithstanding 8.3 If any other provision Paying Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only to duties, assessments or governmental charges as specifically contemplated under the extent so required by Applicable LawConditions, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is other than a deduction or withholding in respect of which the Issuer is deemed obliged to be required notify it under subclauses 8.1 or 8.2 or by Applicable Law for virtue of the purposes relevant holder failing to satisfy any certification or other requirement in respect of this Clause 11.3its Notes, it shall give notice of that fact to the Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct and may withhold or deduct such amounts in accordance with the relevant requirement by which it is compelled to do so.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 9.1 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Paying Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3clause 9.1.
9.2 If either the Issuer or the Guarantor is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated by Condition 8 (Taxation) or any undertaking given in addition to or in substitution for Condition 8 (Taxation) pursuant to the Trust Deed, the Issuer or, as the case may be, the Guarantor shall give notice to the Principal Paying Agent and the Trustee as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Principal Paying Agent and the Trustee such information as they shall require to enable each of them to comply with the requirement. Until such time, the Issuer confirms that all payments made by or on behalf of the Issuer shall be made free and clear of and without withholding or deduction of any such amounts.
9.3 If any Paying Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under clause 9.2 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
9.4 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Paying Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement and the Trust Deed. The Issuer will promptly notify the Paying Agents and the Trustee of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this clause 9.4.
9.5 Each Party shall, within ten business days of a written request by another Party, supply to that other Party such forms, documentation and other information relating to it, its operations, or any Notes as that other Party reasonably requests for the purposes of that other Party's compliance with Applicable Law and shall notify the relevant other Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall be required to provide any forms, documentation or other information pursuant to this clause 9.5 to the extent that:
(i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such Party and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this clause 9.5, “Applicable Law” shall be deemed to include (i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature.
9.6 The Issuer shall notify each Paying Agent in the event that it determines that any payment to be made by a Paying Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this clause 9.6 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
Appears in 2 contracts
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If either the Relevant Issuer or any of the relevant Guarantors is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either any of them shall require to enable it to comply with such the requirement.
11.2 The 8.2 Without prejudice to subclause 8.1, the Relevant Issuer shall notify each the Principal Paying Agent in the event that it determines that any payment to be made by an any Paying Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Relevant Issuer’s 's obligation under this Clause 11.2 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Relevant Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Paying Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause 8.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the extent so required by Applicable LawRelevant Issuer, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which caseGuarantors, the Issuer shall so account Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction withhold or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the relevant Issuer or the Guarantor is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments any taxes or governmental charges duties as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee and the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent and the Registrar such information as either of them shall require to enable it to comply with such the requirement.
11.2 The 8.2 Without prejudice to subclause 8.1, the relevant Issuer shall notify each the Principal Paying Agent in the event that it determines that any payment to be made by an any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the relevant Issuer’s obligation under this Clause 11.2 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the relevant Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes or duties as specifically contemplated under the Conditions, if and only other than arising under subclauses 8.1 or 8.2 or by virtue of the relevant holder failing to the extent so required by Applicable Lawsatisfy any certification or other requirement in respect of its Notes, in which event the Agent it shall make such payment after such deduction or withholding has been made and shall account give notice of that fact to the relevant Authority within Issuer and the time allowed for Principal Paying Agent as soon as it becomes aware of the amount so deducted compulsion to withhold or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 27.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee Fiscal Agent and the Principal Paying Agent Registrar as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and Fiscal Agent or the Principal Paying Agent Registrar, in the case of Registered Notes, such information as either of them it shall require to enable it to comply with such requirement.
11.2 The 27.2 Without prejudice to clause 26.1, the Issuer shall notify each Agent in the event that it determines that any payment to be made by an any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 clause 26.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding 27.3 The Issuer hereby covenants with the Fiscal Agent that it will use commercially reasonable efforts to provide the Fiscal Agent with sufficient information about the source and character for US federal tax purposes of any other provision of payment to be made by it pursuant to this Agreement, each Agreement so as to enable the Fiscal Agent shall be entitled to determine whether and in what amount the Fiscal Agent is obliged to make a deduction any FATCA Withholding.
27.4 If any Paying Agent, the Registrar or withholding from Exchange Agent is, in respect of any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtax, if and only to duty or charge as specifically contemplated under the extent so required Conditions, other than arising by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to virtue of the relevant Authority within the time allowed for the amount so deducted holder failing to perform any certification or withheld orother requirement in respect of its Notes, at its option, it shall reasonably promptly after making such payment return give notice thereof to the Issuer and the amount so deducted Fiscal Agent as soon as it becomes aware of such compulsion to withhold or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the Issuer or any Guarantor is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them it shall require to enable it to comply with the requirement. Until such requirement.
11.2 The time, the Issuer and each Guarantor confirms that all payments made by or on behalf of the Issuer shall notify each be made free and clear of and without withholding or deduction of any such amounts.
8.2 If any Paying Agent is, in the event that it determines that respect of any payment of principal or interest in respect of the Notes, compelled to be made by an Agent withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholdingthe Conditions, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation other than arising under this Clause 11.2 shall apply only to the extent that such payments are so treated subclause 8.1 or by virtue of characteristics the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer, such Notes, the Trustee and the Agent as soon as it becomes aware of the compulsion to withhold or bothdeduct.
11.3 8.3 Notwithstanding any other provision of this Agreement, each the Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes this Agreement for or on account of any Taxpresent or future taxes, duties, assessments or government charges if and only to the extent so required by Applicable LawFATCA or applicable law, in which event the Agent shall make such payment after such withholding or deduction or withholding has been made and shall account to the relevant Authority within the time allowed authorities for the amount so withheld or deducted and shall have no obligation to gross-up any payment hereunder or withheld or, at its option, shall reasonably promptly after making to pay any additional amount as a result of such payment return FATCA Withholding.
8.4 The Issuer and the Guarantors agree to provide to the Agent and consent to the collection and processing by the Agent of, any authorisations, waivers, forms, documentation and other information, relating to the Issuer, the Guarantors and FATCA Withholding with respect to the Notes (FATCA Information). The Issuer and the amount so deducted Guarantors further consent to the disclosure, transfer and reporting of such FATCA Information to any relevant government or withheldtaxing authority, any member of the Agent's group, any sub-contractors, agents, service providers or associates of the Agent's group, and any person making payments to the Agent or a member of the Agent's group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is strictly necessary or warranted to facilitate compliance with FATCA Withholding with respect to the Notes. The Issuer and the Guarantors agree to inform the Agent promptly, in which casewriting, the Issuer shall so account if there are any changes to the relevant Authority for such amount. For FATCA Information supplied to the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed Agent from time to be required by Applicable Law for the purposes of this Clause 11.3time.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee and the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent and the Registrar such information as either of them shall require to enable it to comply with such the requirement.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 8.2 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3subclause 8.2.
8.3 The Issuer shall notify to each Paying Agent in the event that it determines that any payment to be made by a Paying Agent under the Notes is a payment which could be subject to FATCA Withholding Tax if such payment were to be made to a recipient that is generally unable to receive payments free from FATCA Withholding Tax, and the extent to which the relevant payment is so treated, provided, however that the Issuer’s obligation under this subclause 8.3 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Notes, or both.
8.4 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Taxes will be required by Applicable Law in connection with any payment due to any of the Paying Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Paying Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding Tax is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this subclause 8.4.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If any Issuer or the Issuer Guarantor is, in respect of any paymentpayments, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the relevant Issuer or (as the case may be) the Guarantor shall give notice thereof to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them it shall require to enable it to comply with such requirement.
11.2 9.2 If any Paying Agent is, in respect of any payments, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 9.1 above or by virtue of the relevant Holder failing to perform any certification or other requirement in respect of its Notes, it shall give notice thereof to the relevant Issuer, the Guarantor and the Agent as soon as it becomes aware of the requirement to make such withholding or deduction.
9.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or
9.4 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 9.4 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 9.4, “Applicable Law” shall be deemed to include
(i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
9.5 The relevant Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 9.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such the Notes, or both.
11.3 Notwithstanding 9.6 In the event that the relevant Issuer determines in its sole discretion that any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so Tax will be required by Applicable LawLaw in connection with any payment due to any of the Agents on any Notes, in which event the Agent shall make then such Issuer will be entitled to redirect or reorganise any such payment after in any way that it sees fit in order that the payment may be made without such deduction or withholding has been provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and shall account to otherwise made in accordance with this Agreement. The relevant Issuer will promptly notify the relevant Authority within the time allowed for the amount so deducted Agents of any such redirection or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amountreorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.39.6.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee Agent and the Principal Paying Agent Registrar as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and Agent and/or the Principal Paying Agent Registrar, such information as either of them it shall require to enable it to comply with such requirement.
11.2 10.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s 's obligation under this Clause 11.2 10.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the such Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.310.3.
10.4 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Paying Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Paying Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 10.4.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION.
11.1 If the Issuer or the CBC is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Security Trustee and the Principal relevant Paying Agent as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Security Trustee and the Principal relevant Paying Agent such information as either any of them shall require to enable it to comply with such the requirement.
11.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the Covered Bonds, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 11.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Covered Bonds, it shall give notice of that fact to the Issuer, the Security Trustee and the relevant Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
11.3 The Issuer shall undertakes to the Principal Paying Agent that:
(a) it will provide to the Principal Paying Agent all documentation and other information in its possession or control required by and neces- sary for the Principal Paying Agent from time to time to comply with its obligations under FACTA as soon as reasonably possible upon re- quest by the Principal Paying Agent; and
(b) it will notify each the Principal Paying Agent in writing within 30 days of any relevant change that affects the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treatedIssuer's tax status for FACTA purposes, provided, however, that the Issuer’s obligation under Issuer shall not be required to provide any documentation or other information pursuant to this Clause 11.2 shall apply only to the extent that that: (i) any such payments are so treated by virtue of characteristics of documentation or other information (or the Issuer, information required to be provided on such Notes, form or both.
11.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall documentation) is not reasonably promptly after making such payment return available to the Issuer the amount so deducted or withheld, in which case, and cannot be obtained by the Issuer shall using reason- able efforts; or (ii) doing so account to would or might in the relevant Authority for reasonable opinion of such amount. For the avoidance Party constitute a breach of doubt, FATCA Withholding is a deduction any: (a) applicable law; (b) Treaty; (c) fiduciary duty; or withholding which is deemed to be required by Applicable Law for the purposes (d) duty of this Clause 11.3confidentiality.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 If 8.1 The relevant Issuer or the Issuer isGuarantor shall notify the Trustee, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement.
11.2 The Issuer shall notify each Agent Registrar in the event that it determines that any payment to be made by an the Trustee, Principal Paying Agent or the Registrar under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuerrelevant Issuer or the Guarantor’s obligation under this Clause 11.2 subclause 8.1 shall apply only to the extent that such payments are so treated by virtue of characteristics of the relevant Issuer, such Notes, or both, and as soon as it becomes aware of the requirement to make the withholding or deduction it shall give to the Trustee, the Principal Paying Agent and the Registrar such information as it shall require to enable it to comply with the requirement.
11.3 8.2 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the relevant Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the relevant Issuer the amount so deducted or withheld, in which case, the relevant Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3subclause 8.2. Each Agent shall, save where such tax, duty, assessment or governmental charge arises under subclause 8.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, give notice of that fact to the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 9.1 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Paying Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3clause 9.1.
9.2 If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduc t any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated by Condition 7 (Taxation) or any undertaking given in addition to or in substitution for Condition 7 (Taxation) pursuant to the Trust Deed, the Issuer shall give notice to the Principal Paying Agent and the Trustee as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Principal Paying Agent and the Trustee such information as they shall require to enable each of them to comply with the requirement. Until suc h time, the Issuer confirms that all payments made by or on behalf of the Issuer shall be made free and clear of and without withholding or deduction of any such amounts.
9.3 If any Paying Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under clause 9.2 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
9.4 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Paying Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement and the Trust Deed. The Issuer will promptly notify the Paying Agents and the Trustee of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this clause 9.4.
9.5 The Issuer shall notify each Paying Agent in the event that it determines that any payment to be made by a Paying Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this clause 9.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
9.6 Each party to this Agreement shall, within ten business days of a written request by another party to this Agreement, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party to this Agreement shall be required to provide any forms, documentation or other information pursuant to this clause 9.6 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or
Appears in 1 contract
Samples: Paying Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1
8.1 If the Issuer is, in respect of any paymentpayment in respect of the Notes, compelled to withhold or deduct any amount for or on account of taxesany Taxes as contemplated by Condition 9, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Trustee and the Principal Paying Fiscal Agent as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Fiscal Agent such information as either of them the Fiscal Agent shall require to enable it to comply with such requirement.the requirement.
11.2 8.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only to duties, assessments or governmental charges as specifically contemplated under the extent so required Conditions, other than arising under subclauses 8.1and 8.2 or by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to virtue of the relevant Authority within the time allowed for the amount so deducted holder failing to satisfy any certification or withheld orother requirement in respect of its Notes, at its option, it shall reasonably promptly after making such payment return give notice of that fact to the Issuer and the amount so deducted Fiscal Agent as soon as it becomes aware of the compulsion to withhold or withheld, in which case, the Issuer shall so account to the relevant Authority for such amountdeduct. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.38.3.
8.4 Each party to this agreement shall, within ten business days of a written request by another party to this agreement, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8.4 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 8.4, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
Appears in 1 contract
Samples: Fiscal Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If NCC or the Issuer Guarantor is, in respect of any paymentpayments, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, Conditions NCC or (as the Issuer case may be) the Guarantor shall give notice thereof to the Trustee and the Principal Paying Transfer Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Transfer Agent such information as either of them it shall require to enable it to comply with such requirement.
11.2 The Issuer shall notify each 10.2 If Transfer Agent or any Paying Agent is, in respect of any payments, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the event that it determines that any payment to be made by an Agent Conditions, other than arising under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.Xxxxxx
11.3 10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.310.3.
10.4 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly
10.5 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 10.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Notes, or both.
10.6 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 10.6.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If the relevant Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges charges, or for a FATCA Withholding Tax as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Trustee Principal Paying Agent, the Registrar and the Principal Paying Agent Trustee as soon as reasonably practical upon it becomes aware having express notice or actual knowledge of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent and the Registrar such information information, as determined by the relevant Issuer to be relevant to such withholding or deduction and not confidential, as either of them shall reasonably require to enable it to comply with such requirement.
11.2 The Issuer shall notify each 9.2 If any Agent is, in the event that it determines that respect of any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics principal or interest in respect of the Issuer, such Notes, compelled to withhold or both.
11.3 Notwithstanding deduct any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes amount for or on account of any Taxtaxes, if and only duties, assessments or governmental charges, or for a FATCA Withholding Tax as specifically contemplated under the Conditions, other than arising under subclause 9.1 above or by virtue of the relevant holder failing to the extent so required by Applicable Lawperform any certification or other requirement in respect of its Notes, in which event the Agent it shall make such payment after such deduction or withholding has been made and shall account (i) give notice thereof to the relevant Authority within Issuer, the time allowed for Trustee and the amount so deducted Principal Paying Agent as soon as reasonably practicable upon it having express notice or withheld or, at its option, shall reasonably promptly after making actual knowledge of such payment return compulsion to withhold or deduct (ii) be entitled to deduct or withhold such amounts and (iii) furnish to the relevant Issuer upon request either (A) an official receipt of the amount relevant taxation authorities involved in respect of all amounts so deducted or withheld, in which caseor (B) if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, the Issuer shall so account to the relevant Authority for such amount. For the avoidance a certificate of doubt, FATCA Withholding is a deduction or withholding or equivalent evidence of the relevant deduction or withholding. No Agent shall have any obligation to gross-up any payment hereunder or to pay any additional amount as a result of any withholding or deduction pursuant to this Agreement and/or the Conditions.
9.3 The relevant Issuer undertakes that it will:
(a) notify the Agents in writing within 30 days if it becomes aware of any change in its status for FATCA purposes which has the effect that payments made by or on behalf of the relevant Issuer will or may be subject to withholding under FATCA; and
(b) use commercially reasonable endeavours to provide to any Agent all documentation and other information in its possession that is deemed to be required by Applicable Law for the purposes of this Clause 11.3that Agent from time to time to comply with its obligations under FATCA promptly upon reasonable request by that Agent.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If either the relevant Issuer or the Guarantor (where the relevant Issuer is TI Finance) is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee and the Principal Paying Agent as soon as reasonably practicable after it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them it shall require to enable it to comply with such the requirement.
11.2 The 8.2 Without prejudice to sub-clause 8.1, the Issuer shall notify each the Principal Paying Agent in the event that it determines that any payment to be made by an any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 sub-clause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under sub-clause 8.1 or by virtue of the relevant holder failing to the extent so required by Applicable Lawsatisfy any certification or other requirement in respect of its Notes, in which event the Agent it shall make such payment after such deduction or withholding has been made and shall account give notice of that fact to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which caseIssuer, the Issuer shall so account to Guarantor (where the relevant Authority for such amount. For Issuer is TI Finance), the avoidance Trustee and the Principal Paying Agent as soon as it becomes aware of doubt, FATCA Withholding is a deduction the compulsion to withhold or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If the Issuer is, in respect of any paymentpayment of principal or interest in respect of the Securities, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Principal Paying Agent and the Trustee as soon as it becomes aware of the compulsion to withhold or deduct and shall give to the Principal Paying Agent and the Trustee such information as they shall require to enable each of them to comply with the requirement.
10.2 If any Agent is, in respect of any payment of principal or interest in respect of the Securities, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Securities, it shall give notice of that fact to the Issuer and the Principal Paying Agent as soon as it becomes aware of the requirement compulsion to make such withholding withhold or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirementdeduct.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes the Securities for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. Such Agent shall have no obligation to gross up any such payment or to pay any additional amount as a result of such FATCA Withholding. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this sub-clause 10.3.
10.4 Each Party shall, within ten Business Days of a written request by another Party, supply to that other Party such forms, documentation and other information relating to it, its operations, or the Securities as that other Party reasonably requests for the purposes of that other Party's compliance with Applicable Law and shall notify the relevant other Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall be required to provide any forms, documentation or other information pursuant to this Clause 11.310.4 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such Party and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 10.4, “Applicable Law” shall be deemed to include
(i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature.
10.5 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Securities is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 10.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securities, or both.
Appears in 1 contract
Samples: Paying Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the Issuer is, in respect of any paymentpayment in respect of the Notes, compelled to withhold or deduct any amount for or on account of taxesany Taxes as contemplated by Condition 9, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Trustee and the Principal Paying Fiscal Agent as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Fiscal Agent such information as either of them the Fiscal Agent shall require to enable it to comply with such the requirement.
11.2 8.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only to duties, assessments or governmental charges as specifically contemplated under the extent so required Conditions, other than arising under subclauses 8.1and 8.2 or by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to virtue of the relevant Authority within the time allowed for the amount so deducted holder failing to satisfy any certification or withheld orother requirement in respect of its Notes, at its option, it shall reasonably promptly after making such payment return give notice of that fact to the Issuer and the amount so deducted Fiscal Agent as soon as it becomes aware of the compulsion to withhold or withheld, in which case, the Issuer shall so account to the relevant Authority for such amountdeduct. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.38.3.
8.4 Each party to this agreement shall, within ten business days of a written request by another party to this agreement, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8.4 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 8.4, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
Appears in 1 contract
Samples: Fiscal Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1
8.1 If the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Trustee Agent and the Principal Paying Agent Trustee as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement. Until such time, the Relevant Issuer or (if applicable) the Guarantor confirms that all payments made by or on behalf of it shall be made free and clear of and without withholding or deduction of any such amounts.
11.2 The Issuer shall notify each 8.2 If any Paying Agent is, in the event that it determines that respect of any payment of principal or interest in respect of the Notes, compelled to be made by an Agent withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholdingthe Conditions, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation other than arising under this Clause 11.2 shall apply only to the extent that such payments are so treated Subclause 8.1 above or by virtue of characteristics the relevant holder failing to perform any certification or other requirement in respect of its Notes, it shall give notice thereof to the Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the Trustee and the Agent as soon as it becomes aware of such Notes, compulsion to withhold or both.deduct.
11.3 8.3 Notwithstanding any other provision of this Agreement, each the Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes this Agreement for or on account of any Taxpresent or future taxes, duties, assessments or government charges if and only to the extent so as required by Applicable Lawapplicable law, in which event the Agent shall make such payment after such withholding or deduction or withholding has been made and shall account to the relevant Authority within the time allowed authorities for the amount so deducted withheld or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amountdeducted. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law applicable law for the purposes of this Clause 11.3Subclause 8.3.
8.4 Each of the Issuers and the Guarantor agrees to provide to the Agent, and consents to the collection and processing by the Agent of, any authorisations, waivers, forms, documentation and other information, relating to it and FATCA Withholding with respect to the Notes (FATCA Information). Each of the Issuers and the Guarantor further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent’s group, any sub-contractors, agents, service providers or associates of the Agent’s group, and any person making payments to the Agent or a member of the Agent’s group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is strictly necessary or warranted to facilitate compliance with FATCA Withholding with respect to the Notes. Each of the Issuers and the Guarantor agrees to inform the Agent promptly, in writing, if there are any changes to the FATCA Information supplied to the Agent from time to time.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If any Issuer or the Issuer Guarantor is, in respect of any paymentpayments, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the relevant Issuer or (as the case may be) the Guarantor shall give notice thereof to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them it shall require to enable it to comply with such requirement.requirement.
11.2 The Issuer shall notify each 9.2 If any Paying Agent is, in respect of any payments, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the event that it determines that any payment to be made by an Agent Conditions, other than arising under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated 9.1 above or by virtue of characteristics the relevant Holder failing to perform any certification or other requirement in respect of its Notes, it shall give notice thereof to the relevant Issuer, the Guarantor and the Agent as soon as it becomes aware of the Issuer, requirement to make such Notes, withholding or bothdeduction.
11.3 9.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.39.3.
9.4 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 9.4 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 9.4, “Applicable Law” shall be deemed to include
(i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
9.5 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 9.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Notes, or both.
9.6 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 9.6.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If a relevant Issuer or the Issuer Guarantor is, in respect of any payment, payment compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer including any FATCA Withholding, it shall give notice thereof of that fact to the Trustee Agent and the Principal Paying Agent Trustee as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them it shall require to enable it to comply with such the requirement.
11.2 The 8.2 Without prejudice to clause 8.1, the relevant Issuer shall notify each the Agent in the event that it determines that any payment to be made by an any Paying Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the relevant Issuer’s obligation under this Clause 11.2 clause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Paying Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under clause 8.1 or by virtue of the relevant holder failing to the extent so required by Applicable Lawsatisfy any certification or other requirement in respect of its Notes, in which event the Agent it shall make such payment after such deduction or withholding has been made and shall account give notice of that fact to the relevant Authority within Issuer, the time allowed for Guarantor, the amount so deducted Agent and the Trustee as soon as it becomes aware of such compulsion to withhold or withheld or, at its option, deduct. In no event shall reasonably promptly after making a Paying Agent be required to gross up any such payment return subject to the Issuer the amount so deducted any withholding or withheld, deduction or pay to any additional amounts in which caserespect thereof.
8.4 Upon reasonable request, the Issuer shall so account to will provide any Paying Agent with sufficient information about the relevant Authority source and character for such amount. For the avoidance US federal tax purposes of doubt, FATCA Withholding is a deduction or withholding which is deemed any payment to be required made by Applicable Law for the purposes of it pursuant to this Clause 11.3Agreement.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee Fiscal Agent and the Principal Paying Agent Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee Fiscal Agent and the Principal Paying Agent Registrar such information as either of them shall require to enable it to comply with such the requirement.
11.2 The 9.2 In the event that (a) the Issuer shall is or becomes a Participating FFI and (b) Notes are issued or amended (or any terms of the Notes are waived) after the Grandfathering Date (save in the case of an amendment or waiver in respect of which an opinion or certificate is provided pursuant to subclause 9.3 that such amendment or waiver will not constitute a Material Modification), the Issuer will notify each the Agents as soon as is practicable of: (i) the fact that the Issuer is or has become a Participating FFI, and (ii) any other information known to the Issuer and pertaining to the Issuer, necessary for the Agents to determine the amount, if any, they are required to withhold or deduct in respect of any FATCA Withholding in relation to any payment under the Notes.
9.3 In the event that: (a) the Issuer is or becomes a Participating FFI, and (b) any terms of any outstanding Notes which were issued on or before the Grandfathering Date are amended or waived after the Grandfathering Date, the Issuer will, as soon as is practicable either: (i) provide
(A) an opinion of independent tax counsel that such amendment(s) or waiver(s) will not constitute a Material Modification of the Notes; or (B) a certificate signed by two directors of the Issuer certifying that in the opinion of the Issuer such amendment(s) or waiver(s) will not constitute a Material Modification of the Notes, or (ii) notify the Agent that the Issuer intends to treat the Notes as having undergone a Material Modification and provide the Agent with the effective date of such Material Modification.
9.4 Each of the Agents undertakes that in the event that it determines that fails to become by any payment applicable due date (or, on or after such due date, ceases to be) a person to whom payments may be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, it shall immediately inform the Issuer that it is subject to FATCA Withholding.
9.5 The Issuer undertakes to the Fiscal Agent and the extent Registrar that, so far as permitted and subject to compliance with any laws, rules or regulations applicable to the Issuer from time to time, it will (i) provide any documentation and other information relating to and available to the Issuer as may be reasonably required by the Fiscal Agent or the Registrar from time to time to comply with FATCA upon request by the Fiscal Agent or Registrar and (ii) notify the Fiscal Agent and Registrar in writing within 30 days of any change that affects the Issuer's FATCA status and will provide the Fiscal Agent and Registrar with any information or documentation relating to and available to the Issuer as may be reasonable required to effect payments which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only Issuer determines are required to be made to the extent that such payments are so treated by virtue of characteristics relevant governmental authorities in respect of the IssuerNotes in light of such change.
9.6 If any Agent is, such in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or both.
11.3 Notwithstanding deduct any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes amount for or on account of any Taxtaxes, if and only to duties, assessments or governmental charges as specifically contemplated under the extent so required Conditions, other than arising under subclause 9.1 or by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to virtue of the relevant Authority within the time allowed for the amount so deducted holder failing to satisfy any certification or withheld orother requirement in respect of its Notes, at its option, it shall reasonably promptly after making such payment return give notice of that fact to the Issuer and the amount so deducted Fiscal Agent as soon as it becomes aware of the compulsion to withhold or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If either the Issuer or the Guarantor is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Trustee Agent, the Registrar and the Principal Paying Agent Trustee as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent or the Registrar, in the case of Registered Notes, such information as either of them it shall require to enable it the Issuer and the Guarantor to comply with such requirement.
11.2 The Issuer shall notify each 8.2 If any Paying Agent, the Registrar or the Exchange Agent is, in the event that it determines that respect of any payment of principal or interest in respect of the Notes, compelled to be made by an Agent withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholdingthe Conditions, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation other than arising under this Clause 11.2 shall apply only to the extent that such payments are so treated subclause 8.1 above or by virtue of characteristics the relevant holder failing to perform any certification or other requirement in respect of its Notes, it shall give notice thereof to the Issuer, the Guarantor, the Trustee and the Agent as soon as it becomes aware of such Notes, compulsion to withhold or bothdeduct.
11.3 8.3 Notwithstanding any other provision of this Agreement, each the Agent shall be entitled to make a deduction or withholding from any payment which it makes under any payments made in respect of the Notes for or on account of any Taxpresent or future taxes, duties, assessments or government charges if and only to the extent so required by Applicable Lawapplicable law, in which event the Agent shall make such payment after such withholding or deduction or withholding has been made and shall account to the relevant Authority within the time allowed authorities for the amount so deducted withheld or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deducted.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If the Issuer is, in respect of any paymentpayment in respect of the Notes, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments any Taxes as contemplated by Condition 7 (Taxation) or governmental charges as specifically contemplated under any undertaking given in addition to or in substitution for Condition 7 (Taxation) pursuant to the ConditionsTrust Deed, the Issuer shall give notice thereof to the Trustee and the Principal Paying Agent and the Trustee as soon as reasonably practicable after it becomes aware of the requirement to make such the withholding or deduction and shall give to the Principal Paying Agent and the Trustee and such information as they shall reasonably require to enable each of them to comply with the requirement.
9.2 Without prejudice to subclause 9.1 above, the Issuer shall notify the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an any Paying Agent under any the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 subclause 9.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such the Notes, or both.
11.3 Notwithstanding 9.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under sub-clause 9.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which caseIssuer, the Issuer shall so account Trustee and the Paying Agent as soon as it becomes aware of the compulsion to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction withhold or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 1 contract
Samples: Paying Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If either the Issuer or the Guarantor is, in respect of any payment, compelled to withhold or deduct any amount for or on account of any present or future taxes, dutiesassessments, assessments or governmental charges or duties of whatever nature imposed or levied as specifically contemplated under the ConditionsConditions (including, the Issuer without limitation, Condition 7.1 (Method of Payment) and Condition 9 (Taxation)), it shall give notice thereof of that fact to the Trustee Trustee, and the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee Trustee, and the Principal Paying Agent and the Registrar such information as either any of them shall require to enable it to comply with such requirement.the requirement.
11.2 The 8.2 Without prejudice to subclause 8.1, the Issuer shall notify each the Principal Paying Agent in the event that it determines that any payment to be made by an any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.both.
11.3 Notwithstanding 8.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxpresent or future taxes, if assessments, governmental charges or duties of whatever nature imposed or levied as specifically contemplated under the Conditions (including, without limitation, Condition 7.1 (Method of Payment) and only Condition 9 (Taxation)), other than arising under subclauses 8.1 or 8.2 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which caseIssuer, the Issuer shall so account Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction withhold or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Trustee Agent and the Principal Paying Agent Trustee as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement. Until such time, the Relevant Issuer or (if applicable) the Guarantor confirms that all payments made by or on behalf of it shall be made free and clear of and without withholding or deduction of any such amounts.
11.2 The Issuer shall notify each 8.2 If any Paying Agent is, in the event that it determines that respect of any payment of principal or interest in respect of the Notes, compelled to be made by an Agent withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholdingthe Conditions, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation other than arising under this Clause 11.2 shall apply only to the extent that such payments are so treated Subclause 8.1 above or by virtue of characteristics the relevant holder failing to perform any certification or other requirement in respect of its Notes, it shall give notice thereof to the Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the Trustee and the Agent as soon as it becomes aware of such Notes, compulsion to withhold or bothdeduct.
11.3 8.3 Notwithstanding any other provision of this Agreement, each the Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes this Agreement for or on account of any Taxpresent or future taxes, duties, assessments or government charges if and only to the extent so as required by Applicable Lawapplicable law, in which event the Agent shall make such payment after such withholding or deduction or withholding has been made and shall account to the relevant Authority within the time allowed authorities for the amount so deducted withheld or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amountdeducted. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law applicable law for the purposes of this Clause 11.3Subclause 8.3.
8.4 Each of the Issuers and the Guarantor agrees to provide to the Agent, and consents to the collection and processing by the Agent of, any authorisations, waivers, forms, documentation and other information, relating to it and FATCA Withholding with respect to the Notes (FATCA Information). Each of the Issuers and the Guarantor further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent’s group, any sub-contractors, agents, service providers or associates of the Agent’s group, and any person making payments to the Agent or a member of the Agent’s group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is strictly necessary or warranted to facilitate compliance with FATCA Withholding with respect to the Notes. Each of the Issuers and the Guarantor agrees to inform the Agent promptly, in writing, if there are any changes to the FATCA Information supplied to the Agent from time to time.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1
8.1 If either the relevant Issuer or the Guarantor (where the relevant Issuer is TI Finance) is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee and the Principal Paying Agent as soon as reasonably practicable after it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them it shall require to enable it to comply with such the requirement.
11.2 The 8.2 Without prejudice to sub-clause 8.1, the Issuer shall notify each the Principal Paying Agent in the event that it determines that any payment to be made by an any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 sub-clause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under sub-clause 8.1 or by virtue of the relevant holder failing to the extent so required by Applicable Lawsatisfy any certification or other requirement in respect of its Notes, in which event the Agent it shall make such payment after such deduction or withholding has been made and shall account give notice of that fact to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which caseIssuer, the Issuer shall so account to Guarantor (where the relevant Authority for such amount. For Issuer is TI Finance), the avoidance Trustee and the Principal Paying Agent as soon as it becomes aware of doubt, FATCA Withholding is a deduction the compulsion to withhold or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If NHI or the Issuer Guarantor is, in respect of any paymentpayments, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, Conditions NHI or (as the Issuer case may be) the Guarantor shall give notice thereof to the Trustee and the Principal Paying Transfer Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Transfer Agent such information as either of them it shall require to enable it to comply with such requirement.
11.2 The Issuer shall notify each 10.2 If Transfer Agent or any Paying Agent is, in respect of any payments, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the event that it determines that any payment to be made by an Agent Conditions, other than arising under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.Xxxxxx
11.3 10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.310.3.
10.4 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly
(i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
10.5 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 10.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Notes, or both.
10.6 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 10.6.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 0.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee Agent and the Principal Paying Agent Registrar as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and Agent or the Principal Paying Agent Registrar, in the case of Registered Notes, such information as either of them it shall require to enable it to comply with such requirement.
11.2 0.2 The Issuer shall notify each Paying Agent or the Registrar, in the case of Registered Notes, in the event that it determines that any payment to be made by an Agent any such agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s 's obligation under this Clause 11.2 0.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 0.3 Notwithstanding any other provision of this Agreement, each Paying Agent or the Registrar, in the case of Registered Notes, shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the such Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3.0.3
0.4 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to (i) any of the Paying Agents on any Notes or (ii) the Registrar, in the case of Registered Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Paying Agent of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 0.4
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause subclause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the relevant Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause subclause 11.3.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the Issuer is, in respect of any paymentpayment in respect of the Notes, compelled to withhold or deduct any amount for or on account of taxesany Taxes as contemplated by Condition 9, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Trustee and the Principal Paying each Agent as soon as it becomes forthwith, upon becoming aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying each Agent such information as either of them it shall require to enable it to comply with such the requirement.
11.2 8.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only to duties, assessments or governmental charges as specifically contemplated under the extent so required Conditions, other than arising under subclauses 8.1and 8.2 or by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to virtue of the relevant Authority within the time allowed for the amount so deducted holder failing to satisfy any certification or withheld orother requirement in respect of its Notes, at its option, it shall reasonably promptly after making such payment return give notice of that fact to the Issuer and the amount so deducted Fiscal Agent as soon as it becomes aware of the compulsion to withhold or withheld, in which case, the Issuer shall so account to the relevant Authority for such amountdeduct. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.38.3.
8.4 Each party to this Agreement shall, within ten business days (being for this purpose a day on which banks and foreign exchange markets settle payments and are open for general business in London and İstanbul) of of a written request by another party to this Agreement, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8.4 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 8.4, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
Appears in 1 contract
Samples: Fiscal Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee Fiscal Agent and the Principal Paying Agent Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee Fiscal Agent and the Principal Paying Agent Registrar such information as the either of them shall require to pass on to the relevant clearing system to enable it to comply with such the requirement.
11.2 9.2 The Issuer shall notify each the Fiscal Agent and the Registrar in the event that it determines they determine that any payment to be made by an a Paying Agent under any Notes the Covered Bonds is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s 's obligation under this Clause 11.2 9.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or bothIssuer and/or the Covered Bonds.
11.3 9.3 Notwithstanding any other provision of this Agreement, each Agent the Paying Agents shall be entitled to make a deduction or withholding from any payment which it makes under any Notes Covered Bonds for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.39.3.
9.4 In the event that the Issuer becomes aware or is notified that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Covered Bonds, then the Issuer will be entitled but not obliged to redirect or reorganise any such payment in any way that they see fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with Applicable Law, this Agreement and the Trust Deed. The Issuer will promptly notify the Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 9.4.
9.5 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Covered Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 9.5 to the extent that:
(i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 9.5, “Applicable Law” shall be deemed to include (i) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party that is customarily entered into by institutions of a similar nature.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof of that fact to the Trustee and Trustee, the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and Trustee, the Principal Paying Agent and the Registrar such information as either of them shall require to enable it to comply with such the requirement.
11.2 The 8.2 Without prejudice to subclause 8.1, the Issuer shall notify each the Principal Paying Agent in the event that it determines that any payment to be made by an any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 8.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes this Agreement for or on account of any Taxpresent or future taxes, duties, assessments or government charges if and only to the extent so required by Applicable LawFATCA or applicable law, in which event the relevant Agent shall make such payment after such withholding or deduction or withholding has been made and shall account to the relevant Authority within the time allowed authorities for the amount so deducted withheld or withheld ordeducted.
8.4 If the Issuer or any Agent is, at in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclauses 8.1 or 8.2 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its optionNotes, such party so compelled shall give written notice of that fact to (in each case as applicable) the Issuer, the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct, with such information as the Issuer or such Agent, as applicable, shall reasonably promptly after making require to enable it to assess and comply with the requirement. Until such payment return to the Issuer the amount so deducted or withheld, in which casetime, the Issuer confirms that all payments made by or on behalf of the Issuer shall so account to the relevant Authority for be made free and clear of and without withholding or deduction of any such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3amounts.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If the relevant Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges charges, or for a FATCA Withholding Tax as specifically contemplated under the Conditions, the Issuer it shall give notice thereof to the Trustee Principal Paying Agent, the Registrar and the Principal Paying Agent Trustee as soon as reasonably practical upon it becomes aware having express notice or actual knowledge of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent and the Registrar such information information, as determined by the relevant Issuer to be relevant to such withholding or deduction and not confidential, as either of them shall reasonably require to enable it to comply with such requirement.
11.2 The Issuer shall notify each 9.2 If any Agent is, in the event that it determines that respect of any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics principal or interest in respect of the Issuer, such Notes, compelled to withhold or both.
11.3 Notwithstanding deduct any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes amount for or on account of any Taxtaxes, if and only duties, assessments or governmental charges, or for a FATCA Withholding Tax as specifically contemplated under the Conditions, other than arising under subclause 9.1 above or by virtue of the relevant holder failing to the extent so required by Applicable Lawperform any certification or other requirement in respect of its Notes, in which event the Agent it shall make such payment after such deduction or withholding has been made and shall account (i) give notic e thereof to the relevant Authority within Issuer, the time allowed for Trustee and the amount so deducted Principal Paying Agent as soon as reasonably prac tic able upon it having express notice or withheld or, at its option, shall reasonably promptly after making actual knowledge of such payment return compulsion to withhold or deduc t ( ii) be entitled to deduct or withhold such amounts and (iii) furnish to the relevant Issuer upon request either (A) an official receipt of the amount relevant taxation authorities involved in respect of all amounts so deducted or withheld, in which caseor (B) if such receipts are not issued by the taxation authorities conc erned on payment to them of amounts so deducted or withheld, the Issuer shall so account to the relevant Authority for such amount. For the avoidance a certificate of doubt, FATCA Withholding is a deduction or withholding or equivalent evidence of the relevant deduction or withholding. No Agent shall have any obligation to gross-up any payment hereunder or to pay any additional amount as a result of any withholding or deduction pursuant to this Agreement and/or the Conditions.
9.3 The relevant Issuer undertakes that it will:
(a) notify the Agents in writing within 30 days if it becomes aware of any change in its status for FATCA purposes which has the effect that payments made by or on behalf of the relevant Issuer will or may be subject to withholding under FATCA; and
(b) use commercially reasonable endeavours to provide to any Agent all documentation and other information in its possession that is deemed to be required by Applicable Law for the purposes of this Clause 11.3that Agent from time to time to comply with its obligations under FATCA promptly upon reasonable request by that Agent.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the Issuer is, in respect of any paymentpayment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any Taxes as contemplated by Condition 7, the Issuer shall give notice to the Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent such information as the Fiscal Agent shall require to enable it to comply with the requirement.
8.2 If the Fiscal Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any present or future taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirement.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA WithholdingNotes, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event it shall give notice of that fact to the Agent Issuer as soon as it becomes aware of the compulsion to withhold or deduct and shall make such payment after such withholding or deduction or withholding has been made and shall account to the relevant Authority within the time allowed authorities for the amount so deducted withheld or withheld deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For .
8.3 The Issuer and the avoidance Agents shall, within ten business days of doubta written request by another Party, FATCA Withholding is a deduction supply to that other Party such forms, documentation and other information relating to it, its operations, or withholding which is deemed to be required by Applicable Law the Notes as that other Party reasonably requests for the purposes of that other Party's compliance with Applicable Law and shall notify the relevant other Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall be required to provide any forms, documentation or other information pursuant to this Clause 11.38.3 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such Party and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If the Issuer isor the Guarantors are, in respect of any payment, compelled required by law to withhold or deduct any amount for or on account of taxesTaxes, duties, assessments or governmental charges as specifically contemplated under the Terms and Conditions, the Issuer or the Guarantors, as the case may be, shall give notice thereof of that fact to the Bond Trustee and the Principal Paying Agent (who shall give notice thereof to each Paying Agent) as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Bond Trustee and the Principal Paying Agent such information as either of them shall require to enable it the Bond Trustee and the Principal Paying Agent to comply with such the requirement.
11.2 The Issuer shall notify each 10.2 If any Paying Agent or the Exchange Agent is, in the event that it determines that respect of any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics principal or interest in respect of the IssuerCovered Bonds, such Notes, required by law to withhold or both.
11.3 Notwithstanding deduct any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes amount for or on account of any TaxTaxes, if duties, assessments or governmental charges as specifically contemplated under the Terms and only Conditions, other than arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Covered Bonds, it shall give notice of that fact to the extent so required by Applicable LawIssuer, the Bond Trustee, the Guarantors and the Principal Paying Agent as soon as it becomes aware of the requirement to withhold or deduct.
10.3 If the Issuer determines, in which event its sole discretion, that the Paying Agent shall make such payment after such deduction is not or withholding has been made and shall account ceased to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which casebe a FATCA Compliant Entity, the Issuer shall so account will be entitled to re-direct or reorganise payments in accordance with the relevant Authority Transaction Documents (provided that such payment has not already been made by a Paying Agent to a third party or otherwise distributed) via another Paying Agent including, where necessary, one or more further or other Paying Agents appointed in accordance with this Agreement but, if the Issuer considers it necessary, without the need for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed prior written notice to be required by Applicable Law for the purposes of this Clause 11.3.be
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof to the Trustee Agent and the Principal Paying Agent Registrar as soon as it becomes aware of the requirement to make such withholding or deduction and shall give to the Trustee and Agent or the Principal Paying Agent Registrar, in the case of Registered Notes, such information as either of them it shall require to enable it to comply with such requirement.
11.2 10.2 The Issuer shall notify each Paying Agent or the Registrar, in the case of Registered Notes, in the event that it determines that any payment to be made by an Agent any such agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s 's obligation under this Clause 11.2 10.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 10.3 Notwithstanding any other provision of this Agreement, each Paying Agent or the Registrar, in the case of Registered Notes, shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the such Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.310.3.
10.4 In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due to (i) any of the Paying Agents on any Notes or (ii) the Registrar, in the case of Registered Notes, then the Issuer will be entitled to redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Paying Agents of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 10.4.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 10.1 If the Issuer is, in respect of any paymentpayment in respect of the Class A Notes, compelled Class A Receipts or Class A Coupons, required by applicable law to withhold make such payment subject to any withholding or deduct any amount for deduction for, or on account of, any present or future Taxes, duties or charges of taxes, duties, assessments or governmental charges as specifically contemplated under whatsoever nature it shall give written notice of that fact to the ConditionsClass A Note Trustee, the Issuer shall give notice thereof to the Trustee and the Class A Principal Paying Agent and the Class A Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and Class A Note Trustee, the Class A Principal Paying Agent and the Class A Registrar such information as either any of them shall require to enable it to comply with the requirement. Until such requirementtime as notice is given to the Class A Note Trustee, the Class A Principal Paying Agent and the Class A Registrar by the Issuer in accordance with this clause 10.1, the Issuer confirms that all payments made by or on behalf of the Issuer under the Notes shall be made free and clear of and without withholding or deduction (other than a withholding by the Issuer pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code (a "FATCA Withholding Tax")) for any such amounts.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 10.2 Notwithstanding any other provision of this Agreement, Agreement each Class A Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes this Agreement for or on account of any Taxpresent or future Taxes, duties, assessments or government charges if and only to the extent so required by Applicable Lawapplicable law, in which event the Class A Agent shall make such payment after such withholding or deduction or withholding has been made and shall account to the relevant Authority authorities within the time allowed for the amount so deducted withheld or withheld ordeducted.
10.3 If any Class A Agent is, at its optionin respect of any payment in respect of the Class A Notes, shall reasonably promptly after making Class A Receipts or Class A Coupons, required by applicable law to make such payment return subject to any withholding or deduction for, or on account of, any present or future Taxes, duties or charges of whatsoever nature (other than where the Issuer has notified it of such requirement pursuant to Clause 10.1 (Notice of any Withholding or Deduction) or the requirement arises by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Class A Notes), such Class A Agent shall give notice of that fact to the Issuer, the Class A Note Trustee and the Class A Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
10.4 None of the Issuer, any Class A Paying Agent, the Class A Registrar or the Class A Bond Trustee will be obliged to make any additional payments to the Class A Bondholders, Class A Receiptholders or the Class A Couponholders in respect of any withholding or deduction referred to in this Clause 10 (Notice of any Withholding or Deduction).
10.5 Notwithstanding any other provision of this Agreement but subject to and in accordance with the Issuer Payment Priorities and the amount so deducted or withheld, in which caseIssuer Deed of Charge, the Issuer shall so indemnify each of the Class A Agents against any Liabilities incurred in connection with its obligation to withhold or deduct an amount on account to the relevant Authority of Tax, except for any Liabilities resulting from such amount. For the avoidance Class A Agent's own wilful default, gross negligence or fraud or that of doubtit officers, FATCA Withholding is a deduction directors or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3employees.
Appears in 1 contract
Samples: Class a Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the Issuer or the Guarantor is, in respect of any paymentpayment in respect of the Notes, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges Taxes as specifically contemplated under the ConditionsCondition 8 (Taxation), the Issuer DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 or, as the case may be, the Guarantor shall give notice thereof to the Trustee Fiscal Agent and the Principal Paying Agent Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee Fiscal Agent and the Principal Paying Agent Registrar such information as either of them shall require to enable it to comply with such the requirement.
11.2 The 8.2 Without prejudice to subclause 8.1, the Issuer or the Guarantor shall notify each the Fiscal Agent in the event that it determines that any payment to be made by an any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any TaxTaxes, if and only to the extent so required duties, assessments or governmental charges as contemplated under Condition 8 (Taxation), other than arising under subclauses 8.1 or 8.2 or by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to virtue of the relevant Authority within the time allowed for the amount so deducted holder failing to satisfy any certification or withheld orother requirement in respect of its Notes, at its option, it shall reasonably promptly after making such payment return give notice of that fact to the Issuer and the amount so deducted Fiscal Agent as soon as reasonably practicable after it becomes aware of the compulsion to withhold or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 1 contract
Samples: Agency Agreement (Autoliv Inc)
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Relevant Tax Jurisdiction unless such withholding or deduction is required by law, as specifically contemplated under the relevant Terms and Conditions, the Issuer it shall give notice thereof of that fact to the Trustee and Trustee, the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and Trustee, the Principal Paying Agent and the Registrar such information as either any of them shall require to enable it to comply with such the requirement.
11.2 The 8.2 Without prejudice to subclause 8.1, the Issuer shall notify each the Principal Paying Agent in the event that it determines that any payment to be made by an any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 Notwithstanding 8.3 If any other provision Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Relevant Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 8.1 If either the Relevant Issuer or any of the relevant Guarantors is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer it shall give notice thereof notic e of that fact to the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to make such the withholding or deduction and shall give to the Trustee and the Principal Paying Agent such information as either any of them shall require to enable it to comply with such requirement.the requirement.
11.2 The 8.2 Without prejudice to subclause 8.1, the Relevant Issuer shall notify each the Principal Paying Agent in the event that it determines that any payment to be made by an any Paying Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which whic h the relevant payment is so treated, provided, however, that the Relevant Issuer’s 's obligation under this Clause 11.2 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Relevant Issuer, such Notes, or both.both.
11.3 Notwithstanding 8.3 If any other provision Paying Agent is, in respect of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under of principal or interest in respect of the Notes, compelled to withhold or deduct any Notes amount for or on account of any Taxtaxes, if and only duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause 8.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the extent so required by Applicable LawRelevant Issuer, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which caseGuarantors, the Issuer shall so account Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction withhold or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.3deduct.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 11.1 9.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, the Issuer shall give notice thereof of that fact to the Trustee, the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Trustee, the Principal Paying Agent and the Registrar such information as any of them shall require to enable it to comply with the requirement.
9.2 If any Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 9.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer, the Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement compulsion to make such withholding withhold or deduction and shall give to the Trustee and the Principal Paying Agent such information as either of them shall require to enable it to comply with such requirementdeduct.
11.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, or both.
11.3 9.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any the Notes for or on account of any Tax, if and only to the extent so required by Applicable LawLaw or regulation, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 11.39.3.
Appears in 1 contract
Samples: Agency Agreement
