NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If the Issuer 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, it shall give notice 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 compulsion to withhold or deduct. 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 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 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; (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 4 contracts
Samples: Paying Agency Agreement, Paying Agency Agreement, Paying Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 11.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it the Issuer 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 compulsion requirement to withhold make such withholding or deductdeduction 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.
10.3 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 the Securities 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. 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 10.3Clause 11.3.
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 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; (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 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If 8.1 The relevant Issuer or the Issuer isGuarantor shall notify the Trustee, 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, it shall give notice to the Principal Paying Agent and the Trustee Registrar in the event it determines that any payment to be made by the Trustee, Principal Paying Agent or the Registrar under any Notes is a payment which could be subject to FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the relevant Issuer or the Guarantor’s obligation under this 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 compulsion requirement to withhold make the withholding or deduct and deduction it shall give to the Trustee, the Principal Paying Agent and the Trustee Registrar such information as they it shall require to enable each of them it 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 compulsion to withhold or deduct.
10.3 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 the Securities 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. 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 10.3subclause 8.
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 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; (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 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 11.1 If the Issuer or the CBC is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice of that fact to the Principal Security Trustee and the relevant Paying Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Security Trustee and the relevant Paying Agent and the Trustee such information as they any of them shall require to enable each of them it to comply with the requirement.
10.2 11.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the SecuritiesCovered 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 10.1 11.1 above or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its SecuritiesCovered Bonds, it shall give notice of that fact to the Issuer Issuer, the Security Trustee and the Principal relevant Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
10.3 Notwithstanding 11.3 The Issuer undertakes to Citi that: subject to any law or regulation it will provide to Citi all documentation and other provision information reasonably required by and necessary for Citi from time to time to comply with any Applicable Law forthwith upon request by Citi; and it will notify Citi in writing within thirty (30) calendar days of this Agreement, each Agent any change that affects the Issuer's tax status pursuant to any Applicable Law. It shall be entitled the sole responsibility of the Issuer and the CBC to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Covered Bonds or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and the Issuer or the CBC shall as soon as it becomes aware of the requirement to make the withholding or deduction notify each Paying Agent. The Issuer shall notify each Paying Agent at least five (5) Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide each Paying Agent with all information reasonably required for the Paying Agent to be able to make such payment.
11.4 Any payment by Citi under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. The Issuer and the CBC acknowledge and agree that Citi may debit any amount available in any balance held for the Issuer or the CBC and apply such amount in satisfaction of Taxes in connection with the relevant Covered Bonds. Citi will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer or the CBC by Citi, the Issuer and the CBC acknowledge that Citi may debit any balance held for it in satisfaction of such prior Taxes. The Issuer and the CBC shall remain liable for any deficiency and agree that they shall pay any such deficiency upon notice from Citi or any Authority. If Taxes are paid by Citi or any of its affiliates, the Issuer and the CBC agree that they shall promptly reimburse Citi for such payment to the extent not covered by withholding from any payment or debited from any balance held for them. If Citi is required to make a deduction or withholding from any payment which referred to above, it makes under the Securities for or on account will not pay an additional amount in respect 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 that 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 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; (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 natureCBC.
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 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If the Issuer isor the Guarantors are, in respect of any payment of principal or interest in respect of the Securitiespayment, compelled required by law to withhold or deduct any amount for or on account of any taxesTaxes, duties, assessments or governmental charges as specifically contemplated under the Terms and Conditions, it the Issuer or the Guarantors, as the case may be, shall give notice of that fact to the Bond Trustee and the Principal Paying Agent and the Trustee (who shall give notice thereof to each Paying Agent) as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Bond Trustee and the Principal Paying Agent and the Trustee such information as they either of them shall require to enable each of them the Bond Trustee and the Principal Paying Agent to comply with the requirement.
10.2 If any Paying Agent or the Exchange Agent is, in respect of any payment of principal or interest in respect of the SecuritiesCovered Bonds, compelled required by law to withhold or deduct any amount for or on account of any taxesTaxes, duties, assessments or governmental charges 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 SecuritiesCovered Bonds, it shall give notice of that fact to the Issuer Issuer, the Bond Trustee, the Guarantors and the Principal Paying Agent as soon as it becomes aware of the compulsion requirement to withhold or deduct.
10.3 Notwithstanding any other provision of this AgreementIf the Issuer determines, each in its sole discretion, that the Paying Agent shall is not or has ceased to be a FATCA Compliant Entity, the Issuer will be entitled to make re-direct or reorganise payments in accordance with the Transaction Documents (provided that such payment has not already been made by a deduction Paying Agent to a third party or withholding from any payment which it makes under the Securities for otherwise distributed) via another Paying Agent including, where necessary, one or on account of any Taxmore further or other Paying Agents appointed in accordance with this Agreement but, 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 considers it necessary, without the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority need 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 prior 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 10.4 to the extent that:
(i) any such form, documentation or other information (or the information required notice to be provided on as set out in such form or documentation) is not reasonably available to Clause, so that such Party and cannot payment can be obtained by such Party using reasonable efforts; or (ii) doing so would or might made free from FATCA withholding, provided that nothing 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” 10.3 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 deemed to include (i) any rule less than would otherwise have been received had such redirection 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 reorganisation not occurred. The Issuer shall notify each the Note Trustee and the Principal Payment Agent in the event that it determines that any payment of such determination to be made by an Agent under the Securities is re-direct. In this agreement, "FATCA Compliant Entity" means a payment which could be person payments to whom are not subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholdingwithholding or deduction on account of FATCA, and "FATCA" means the extent rules of U.S. Internal Revenue Code of 1986 Sections 1471 to which 1474 (or any amended or successor provisions), an inter- governmental agreement or implementing legislation adopted by another jurisdiction or any agreement with 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 bothU.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. 10.1
8.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice of that fact to the Principal Paying Fiscal Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Fiscal Agent and the Trustee Registrar such information as they either of them shall require to enable each of them it 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 8.2 Without prejudice 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 compulsion to withhold or deduct.
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 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, subclause 8.1 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 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; (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 Fiscal Agent in the event that it determines that any payment to be made by an any Agent under the Securities 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 10.5 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or bothboth.
8.3 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 a deduction or withholding in respect of which the Issuer is obliged to notify it 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 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. 10.1 If the Issuer 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, it shall give notice 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 compulsion to withhold or deduct.
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 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 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; (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 2 contracts
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If either the Relevant Issuer or any of the relevant Guarantors is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice 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 Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deductdeduction and shall give to the Trustee and the Principal Paying Agent such information as any of them shall require to enable it to comply with the requirement.
10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled 8.2 Without prejudice to make a deduction or withholding from any payment which it makes under 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 casesubclause 8.1, the Relevant 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 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; (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 Principal Paying Agent in the event that it determines that any payment to be made by an any Paying Agent under the Securities 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 10.5 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Relevant Issuer, the Securitiessuch Notes, or both.
8.3 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 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 Relevant Issuer, the relevant Guarantors, the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If the relevant Issuer or the Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayment, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments taxes or governmental charges duties as specifically contemplated under the Conditions, it shall give notice of that fact to the Principal Paying Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee Registrar such information as they either of them shall require to enable each of them it to comply with the requirement.
10.2 If any Agent is8.2 Without prejudice to subclause 8.1, 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 Issuer shall give notice of that fact to the Issuer and notify the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
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 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 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; (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 any Agent under the Securities 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 10.5 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the relevant Issuer, the Securitiessuch Notes, or both.
8.3 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 or duties 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 Notes, it shall give notice of that fact to the relevant Issuer and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 (1) If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice of that fact to the Principal Paying Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee Registrar such information as they either of them shall require to enable each of them it to comply with the requirement.
10.2 (2) If any Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, 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 subclause 8(1) or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its SecuritiesNotes, 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.
10.3 (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 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 or such Notes, or both.
(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 the Securities 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. 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 10.3subclause 8(4).
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 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; (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 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If the Issuer or the LLP is, in respect of any payment of principal or interest in respect of the Securitiespayment, compelled required by law to withhold or deduct any amount for or on account of any taxestax, duties, assessments duty or governmental charges charge as specifically contemplated under the Terms and Conditions, it the Issuer or the LLP, as the case may be, shall give notice of that fact to the Bond Trustee and the Principal Paying Agent (who shall give notice thereof to each Paying Agent and the Trustee Registrar, if any) as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Bond Trustee and the Principal Paying Agent and the Trustee such information as they either of them shall require to enable each of them the Bond Trustee and the Principal Paying Agent to comply with the requirement.
10.2 If 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 is, in respect of the event that they determine that any payment of principal or interest in respect of to be made by an Agent under any 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 Securitiesextent to which the relevant payment is so treated, compelled provided, however, that the Issuer's and the LLP’s obligation under this Clause 10.3 shall apply only 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 extent that such payments are so treated by virtue of the relevant holder failing to satisfy any certification or other requirement in respect characteristics of its Securities, it shall give notice of that fact to the Issuer and and/or the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold LLP and/or such Covered Bonds, or deductboth.
10.3 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 the Securities any 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. Such 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.
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 have no obligation give notice of that fact to gross up 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 to pay withholding provided that, any additional amount as such redirected or reorganised payment is made through a result 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 FATCA Withholdingredirection 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 sub-clause 10.3Clause 10.6.
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 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; (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 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If the Issuer or any Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice of that fact to the Principal Paying Agent Trustee and the Trustee Agent as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee such information as they it shall require to enable each of them it to comply with the requirement.. Until such time, the Issuer and each Guarantor 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.
10.2 8.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, 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 subclause 8.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its SecuritiesNotes, it shall give notice of that fact to the Issuer Issuer, the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
10.3 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 the Securities 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 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 and shall have no obligation to gross gross-up any such payment hereunder 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 shall8.4 The Issuer and the Guarantors agree to provide to the Agent and consent to the collection and processing by the Agent of, within ten Business Days of a written request by another Partyany authorisations, supply to that other Party such waivers, forms, documentation and other information information, relating to itthe Issuer, its operationsthe Guarantors and FATCA Withholding with respect to the Notes (FATCA Information). The Issuer and the Guarantors further consent to the disclosure, transfer and reporting of such FATCA Information to any relevant government 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 taxing authority, any member of the formsAgent's group, documentation any sub-contractors, agents, service providers or other information provided by such Party is (or becomes) inaccurate in associates of the Agent's group, and any material respect; provided, however, that no Party shall be required to provide any forms, documentation or other information pursuant to this Clause 10.4 person making payments to the extent that:
(i) any such formAgent or a member of the Agent's group, documentation including transfers to jurisdictions which do not have strict data protection 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 10.4similar laws, “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 the Agent reasonably determines that such payments 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 writing, if there are so treated by virtue of characteristics of any changes to the Issuer, FATCA Information supplied to the Securities, or bothAgent from time to time.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 9.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, compelled to withhold or deduct any amount for or on account of any taxesTaxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, it the Issuer shall give notice of that fact to the Trustee, the Principal Paying Agent and the Trustee Registrar as soon as reasonably practicable after it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Trustee, the Principal Paying Agent and the Trustee Registrar such information as they any of them shall reasonably require to enable each of them it to comply with the requirement.
10.2 9.2 If any Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxesTaxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 10.1 9.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its SecuritiesNotes, it shall give notice of that fact to the Issuer Issuer, the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
10.3 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 the Securities 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 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 the such 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 amount(s) so withheld or deducted or withheld or, at its option, shall as soon as reasonably promptly 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. Such For the avoidance of doubt, no Agent shall have no an obligation to gross up any such payment hereunder or to pay any additional amount as a result of such FATCA Withholdingwithholding Tax. 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 10.3Clause 9.3.
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 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; (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 9.4 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Securities 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 10.5 9.4 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the SecuritiesNotes, or both.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If the Issuer 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, it shall give notice 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 compulsion to withhold or deduct.
10.3 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 the Securities 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. Such 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 9.1.
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 have no obligation give to gross up 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 to pay withholding provided that, any additional amount as such redirected or reorganised payment is made through a result 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 FATCA Withholdingredirection 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 sub-clause 10.39.4.
10.4 9.5 Each Party shall, within ten Business Days 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 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 10.4 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 10.4clause 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.
10.5 9.6 The Issuer shall notify each Paying Agent in the event that it determines that any payment to be made by an a Paying Agent under the Securities 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 10.5 clause 9.6 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or both.
Appears in 2 contracts
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 9.1 If the Issuer is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxesTaxes as contemplated by Condition 7 or any undertaking given in addition to or in substitution for Condition 7 pursuant to the Trust Deed, duties, assessments or governmental charges as specifically contemplated under the Conditions, it Issuer shall give notice to the Principal Paying Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct 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.
10.2 If any 9.2 Without prejudice to subclause 9.1, the Issuer shall promptly notify each Paying Agent is, in respect of the event that it determines that any payment to be made by any Paying 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 subclause 9.2 shall apply only to the extent that such payments are so treated by virtue of principal or interest in respect characteristics of the SecuritiesIssuer, compelled to withhold such Notes, or deduct both.
9.3 In the event that the Issuer determines in its sole discretion that any amount withholding or deduction for or on account of any taxesTax will be required by Applicable Law in connection with any payment due to any Paying Agent on any Notes, 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 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 Principal Trust Deed. The Issuer will promptly notify the Paying Agent as soon as it becomes aware Agents and the Trustee of any such redirection or reorganisation. For the compulsion avoidance of doubt, FATCA Withholding is a withholding or deduction which is deemed to withhold or deductbe required by Applicable Law for the purposes of this subclause 9.3.
10.3 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 the Securities 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. 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 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; (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.subclause 9.4
Appears in 2 contracts
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 27.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it the Issuer shall give notice thereof to the Principal Paying Fiscal Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Fiscal Agent and or the Trustee Registrar, in the case of Registered Notes, such information as they it shall require to enable each of them it to comply with the such requirement.
10.2 If any Agent is, in respect of any payment of principal or interest in respect of the Securities, compelled 27.2 Without prejudice 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 compulsion to withhold or deduct.
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 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 caseclause 26.1, 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 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; (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 any Agent under the Securities 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 10.5 clause 26.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or both.
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 payment to be made by it pursuant to this Agreement so as to enable the Fiscal Agent to determine whether and in what amount the Fiscal Agent is obliged to make any FATCA Withholding.
27.4 If any Paying Agent, the Registrar or Exchange 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 tax, duty or charge as specifically contemplated under the Conditions, other than arising 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 Issuer and the Fiscal Agent as soon as it becomes aware of such compulsion to withhold or deduct.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 9.1 If the Issuer is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxesTaxes as contemplated by Condition 7 (Taxation) or any undertaking given in addition to or in substitution for Condition 7 (Taxation) pursuant to the Trust Deed, duties, assessments or governmental charges as specifically contemplated under the Conditions, it Issuer shall give notice to the Principal Paying Agent and the Trustee as soon as reasonably practicable after it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee such information as they shall reasonably 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 9.2 Without prejudice 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 compulsion to withhold or deduct.
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 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 casesubclause 9.1 above, 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 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; (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 Principal Paying Agent in the event that it determines that any payment to be made by an any Paying Agent under the Securities 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 subclause 9.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the SecuritiesNotes, or both.
9.3 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 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 Issuer, the Trustee and the Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
Appears in 1 contract
Samples: Paying Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If the Issuer is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges Taxes as specifically contemplated under the Conditionsby Condition 9, it shall give notice 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 Fiscal Agent as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deductdeduction and shall give to the Fiscal Agent such information as the Fiscal Agent shall require to enable it to comply with the requirement.
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 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 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; (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 8.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Securities 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 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or both.
8.3 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 subclauses 8.1and 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 Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. 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 8.3.
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. 10.1
8.1 If the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice thereof to the Principal Paying Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee such information as they either of them shall require to enable each of them it to comply with such requirement. Until such time, the requirementRelevant 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.
10.2 8.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, 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 Subclause 8.1 above or by virtue of the relevant holder failing to satisfy perform any certification or other requirement in respect of its SecuritiesNotes, it shall give notice of that fact thereof to the Issuer Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the Trustee and the Principal Paying Agent as soon as it becomes aware of the such compulsion to withhold or deduct.deduct.
10.3 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 the Securities 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 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 Withholdingdeducted. 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 sub-clause 10.3Subclause 8.3.
10.4 8.4 Each Party shallof the Issuers and the Guarantor agrees to provide to the Agent, within ten Business Days of a written request and consents to the collection and processing by another Partythe Agent of, supply to that other Party such any authorisations, waivers, forms, documentation and other information information, relating to it, its operations, or it and FATCA Withholding with respect to 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 Notes (FATCA Information). Each 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 10.4 Issuers and the Guarantor further consents to the extent that:
(i) any such formdisclosure, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such Party transfer and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion reporting of such Party constitute a breach FATCA Information to any relevant government or taxing authority, any member of any: (a) Applicable Law; (b) fiduciary duty; the Agent’s group, any sub-contractors, agents, service providers or (c) duty associates of confidentiality. For purposes of this Clause 10.4the Agent’s group, “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 person making payments to the Agent or a member of a the Agent’s group, including transfers to jurisdictions which do not have strict data protection or 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 Withholdinglaws, 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 the Agent reasonably determines that such payments are so treated by virtue of characteristics disclosure, transfer or reporting is strictly necessary or warranted to facilitate compliance with FATCA Withholding with respect to the Notes. Each of the IssuerIssuers and the Guarantor agrees to inform the Agent promptly, in writing, if there are any changes to the Securities, or bothFATCA Information supplied to the Agent from time to time.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If NCC or the Issuer Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayments, 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, it Conditions NCC or (as the case may be) the Guarantor shall give notice thereof to the Principal Paying Transfer Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Transfer Agent and the Trustee such information as they it shall require to enable each of them it to comply with the such requirement.
10.2 If Transfer Agent or any Paying Agent is, in respect of any payment of principal or interest in respect of the Securitiespayments, 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 compulsion to withhold or deduct.Xxxxxx
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 the Securities 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. 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 Clause 10.3.
10.4 Each Party party shall, within ten Business Days business days of a written request by another Partyparty, supply to that other Party party such forms, documentation and other information relating to it, its operations, or the Securities Notes as that other Party party reasonably requests for the purposes of that other Partyparty's compliance with Applicable Law and shall notify the relevant other Party 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 10.4 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.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 Securities 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 SecuritiesNotes, 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. 10.1 9.1 If any Issuer or the Issuer Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayments, 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, it the relevant Issuer or (as the case may be) the Guarantor shall give notice thereof to the Principal Paying Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee such information as they it shall require to enable each of them it to comply with the requirement.such requirement.
10.2 9.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the Securitiespayments, 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 9.1 above or by virtue of the relevant holder Holder failing to satisfy perform any certification or other requirement in respect of its SecuritiesNotes, it shall give notice of that fact thereof to the Issuer relevant Issuer, the Guarantor and the Principal Paying Agent as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deductdeduction.
10.3 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 the Securities 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. 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 10.3Clause 9.3.
10.4 9.4 Each Party party shall, within ten Business Days business days of a written request by another Partyparty, supply to that other Party party such forms, documentation and other information relating to it, its operations, or the Securities Notes as that other Party party reasonably requests for the purposes of that other Partyparty's compliance with Applicable Law and shall notify the relevant other Party party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Party party is (or becomes) inaccurate in any material respect; provided, however, that no Party party shall be required to provide any forms, documentation or other information pursuant to this Clause 10.4 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 party and cannot be obtained by such Party party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 10.49.4, “Applicable Law” shall be deemed to include include
(i) any rule or practice of any Authority by which any Party 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 party that is customarily entered into by institutions of a similar nature.
10.5 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 Securities 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 9.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the SecuritiesNotes, 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. 10.1 8.1 If a relevant Issuer or the Issuer Guarantor 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, including any FATCA Withholding, it shall give notice of that fact to the Principal Paying Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee such information as they it shall require to enable each of them it to comply with the requirement.
10.2 If any Agent is8.2 Without prejudice to clause 8.1, 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 compulsion to withhold or deduct.
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 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 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; (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 any Paying Agent under the Securities 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 10.5 clause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or both.
8.3 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 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 relevant Issuer, the Guarantor, the Agent and the Trustee as soon as it becomes aware of such compulsion to withhold or deduct. In no event shall a Paying Agent be required to gross up any such payment subject to any withholding or deduction or pay to any additional amounts in respect thereof.
8.4 Upon reasonable request, the Issuer will provide any Paying Agent with sufficient information about the source and character for US federal tax purposes of any payment to be made by it pursuant to this Agreement.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 9.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice of that fact to the Principal Paying Fiscal Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Fiscal Agent and the Trustee Registrar such information as they either of them shall require to enable each of them it to comply with the requirement.
10.2 9.2 In the event that (a) the Issuer 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 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 fails to become by any applicable due date (or, on or after such due date, ceases to be) a person to whom payments may be made 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 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 Issuer determines are required to be made to the relevant governmental authorities in respect of the Notes in light of such change.
9.6 If any Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, 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 subclause 9.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its SecuritiesNotes, it shall give notice of that fact to the Issuer and the Principal Paying Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct.
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 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 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; (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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 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, or for a FATCA Withholding Tax as specifically contemplated under the Conditions, it shall give notice thereof to the Principal Paying Agent, the Registrar and the Trustee as soon as reasonably practical upon it having express notice or actual knowledge of the requirement to make such withholding or deduction and shall give to the Principal Paying Agent and the Registrar such 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.
9.2 If any Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditionscharges, it shall give notice 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 a FATCA Withholding Tax as specifically contemplated under the Conditions, other than arising under Clause 10.1 subclause 9.1 above or by virtue of the relevant holder failing to satisfy perform any certification or other requirement in respect of its SecuritiesNotes, it shall (i) give notice of that fact thereof to the Issuer relevant Issuer, the Trustee and the Principal Paying Agent as soon as reasonably practicable upon it becomes aware having express notice or actual knowledge of the such compulsion to withhold or deduct.
10.3 Notwithstanding any other provision of this Agreement, each Agent shall deduct (ii) be entitled to make a deduction deduct or withholding from any payment which it makes under the Securities for or on account of any Tax, if withhold such amounts 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 (iii) furnish to the relevant Authority within Issuer upon request either (A) an official receipt of 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 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 a certificate of deduction or withholding or equivalent evidence of the relevant Authority for such amountdeduction or withholding. Such No Agent shall have no any obligation to gross gross-up any such payment hereunder or to pay any additional amount as a result of such FATCA Withholding. For any withholding or deduction pursuant to this Agreement and/or 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 10.3Conditions.
10.4 Each Party shall, 9.3 The relevant Issuer undertakes that it will:
(a) notify the Agents in writing within ten Business Days 30 days if it becomes aware of a written request any change in its status for FATCA purposes which has the effect that payments made by another Party, supply or on behalf of the relevant Issuer will or may be subject to that other Party such forms, withholding under FATCA; and
(b) use commercially reasonable endeavours to provide to any Agent all documentation and other information relating to it, in 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 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; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party possession that is customarily entered into required by institutions of a similar naturethat Agent from time to time to comply with its obligations under FATCA promptly upon reasonable request by that Agent.
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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1
8.1 If the Issuer is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges Taxes as specifically contemplated under the Conditionsby Condition 9, it shall give notice 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 Fiscal Agent as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct.
10.3 Notwithstanding any other provision of this Agreement, each deduction and shall give to the Fiscal Agent such information as the Fiscal Agent shall be entitled require to make a deduction or withholding from any payment which enable it makes under to comply with 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.requirement.
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 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; (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 8.2 The Issuer shall notify each Agent in the event that it determines that any payment to be made by an Agent under the Securities 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 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or both.
8.3 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 subclauses 8.1and 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 Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. 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 8.3.
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. 10.1 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, or for a FATCA Withholding Tax as specifically contemplated under the Conditions, it shall give notice thereof to the Principal Paying Agent, the Registrar and the Trustee as soon as reasonably practical upon it having express notice or actual knowledge of the requirement to make such withholding or deduction and shall give to the Principal Paying Agent and the Registrar such 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.
9.2 If any Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditionscharges, it shall give notice 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 a FATCA Withholding Tax as specifically contemplated under the Conditions, other than arising under Clause 10.1 subclause 9.1 above or by virtue of the relevant holder failing to satisfy perform any certification or other requirement in respect of its SecuritiesNotes, it shall (i) give notice of that fact notic e thereof to the Issuer relevant Issuer, the Trustee and the Principal Paying Agent as soon as reasonably prac tic able upon it becomes aware having express notice or actual knowledge of the such compulsion to withhold or deduct.
10.3 Notwithstanding any other provision of this Agreement, each Agent shall deduc t ( ii) be entitled to make a deduction deduct or withholding from any payment which it makes under the Securities for or on account of any Tax, if withhold such amounts 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 (iii) furnish to the relevant Authority within Issuer upon request either (A) an official receipt of 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 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 a certificate of deduction or withholding or equivalent evidence of the relevant Authority for such amountdeduction or withholding. Such No Agent shall have no any obligation to gross gross-up any such payment hereunder or to pay any additional amount as a result of such FATCA Withholding. For any withholding or deduction pursuant to this Agreement and/or 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 10.3Conditions.
10.4 Each Party shall, 9.3 The relevant Issuer undertakes that it will:
(a) notify the Agents in writing within ten Business Days 30 days if it becomes aware of a written request any change in its status for FATCA purposes which has the effect that payments made by another Party, supply or on behalf of the relevant Issuer will or may be subject to that other Party such forms, withholding under FATCA; and
(b) use commercially reasonable endeavours to provide to any Agent all documentation and other information relating to it, in 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 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; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party possession that is customarily entered into required by institutions of a similar naturethat Agent from time to time to comply with its obligations under FATCA promptly upon reasonable request by that Agent.
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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If the Issuer 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, it shall give notice 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 compulsion to withhold or deduct.
10.3 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 the Securities 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. Such 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 9.1.
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 have no obligation give to gross up 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 to pay withholding provided that, any additional amount as such redirected or reorganised payment is made through a result 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 FATCA Withholdingredirection 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 sub-clause 10.3.9.4.
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 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; (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 9.5 The Issuer shall notify each Paying Agent in the event that it determines that any payment to be made by an a Paying Agent under the Securities 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 10.5 clause 9.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch 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. 10.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it the Issuer shall give notice thereof to the Principal Paying Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Agent and or the Trustee Registrar, in the case of Registered Notes, such information as they it shall require to enable each of them it to comply with the such requirement.
10.2 If any The Issuer shall notify each Paying Agent isor the Registrar, in respect the case of Registered Notes, in the event that it determines that any payment of principal or interest in respect of to be made by 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 Securitiesextent to which the relevant payment is so treated, compelled provided, however, that the Issuer's obligation under this Clause 10.2 shall apply only 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 extent that such payments are so treated 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 characteristics of the compulsion to withhold Issuer, such Notes, or deductboth.
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 the Securities 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. Such Agent shall have no obligation For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to gross up be required by Applicable Law for the purposes of this Clause 10.3.
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 to pay withholding provided that, any additional amount as such redirected or reorganised payment is made through a result recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Paying Agents of any such FATCA Withholdingredirection 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 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 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; (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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If the Issuer is, in respect of any payment of principal or interest in respect of the SecuritiesClass 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 any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, whatsoever nature it shall give written notice of that fact to the Class A Note Trustee, the Class A Principal Paying Agent and the Trustee Class A Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Class A Note Trustee, the Class A Principal Paying Agent and the Trustee Class A Registrar such information as they any of them shall require to enable each of them it to comply with the requirement. Until such time 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.
10.2 Notwithstanding any other provision of this Agreement each Class A 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 only to the extent so required by applicable law, in which event the Class A Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities within the time allowed for the amount so withheld or deducted.
10.3 If any Class A Agent is, in respect of any payment of principal or interest in respect of the SecuritiesClass 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 whatsoever nature (other than where the Issuer has notified it of such requirement pursuant to Clause 10.1 (Notice of any taxes, duties, assessments Withholding or governmental charges as specifically contemplated under Deduction) or the Conditions, other than arising under Clause 10.1 or requirement arises by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its SecuritiesClass A Notes), it such Class A Agent shall give notice of that fact to the Issuer 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.
10.3 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, each Agent shall be entitled Agreement but subject to make a deduction or withholding from any payment which it makes under 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 accordance with the Issuer Payment Priorities and the amount so deducted or withheld, in which caseIssuer Deed of Charge, the Issuer shall so account to indemnify each of the relevant Authority for such amount. Such Agent shall have no Class A Agents against any Liabilities incurred in connection with its obligation to withhold or deduct an amount on account of Tax, except for any Liabilities resulting from such Class A Agent's own wilful default, gross up any such payment negligence or to pay any additional amount as a result fraud or that of such FATCA Withholding. For the avoidance 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 sub-clause 10.3employees.
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 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; (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: Class a Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If NHI or the Issuer Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayments, 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, it Conditions NHI or (as the case may be) the Guarantor shall give notice thereof to the Principal Paying Transfer Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Transfer Agent and the Trustee such information as they it shall require to enable each of them it to comply with the such requirement.
10.2 If Transfer Agent or any Paying Agent is, in respect of any payment of principal or interest in respect of the Securitiespayments, 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 compulsion to withhold or deduct.Xxxxxx
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 the Securities 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. 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 Clause 10.3.
10.4 Each Party party shall, within ten Business Days business days of a written request by another Partyparty, supply to that other Party party such forms, documentation and other information relating to it, its operations, or the Securities Notes as that other Party party reasonably requests for the purposes of that other Partyparty's compliance with Applicable Law and shall notify the relevant other Party 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 10.4 to the extent that:promptly
(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 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 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 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 SecuritiesNotes, 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. 10.1 0.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it the Issuer shall give notice thereof to the Principal Paying Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Agent and or the Trustee Registrar, in the case of Registered Notes, such information as they it shall require to enable each of them it to comply with the such requirement.
10.2 If any 0.2 The Issuer shall notify each Paying Agent isor the Registrar, in respect the case of Registered Notes, in the event that it determines that any payment of principal or interest in respect of to be made by 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 Securitiesextent to which the relevant payment is so treated, compelled provided, however, that the Issuer's obligation under this Clause 0.2 shall apply only 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 extent that such payments are so treated 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 characteristics of the compulsion to withhold Issuer, such Notes, or deductboth.
10.3 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 the Securities 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. Such Agent shall have no obligation For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to gross up be required by Applicable Law for the purposes of this Clause 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 to pay withholding provided that, any additional amount as such redirected reorganised payment is made through a result recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Paying Agent of any such FATCA Withholdingredirection 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 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 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; (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.0.4
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If the Issuer 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, it shall give notice 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 compulsion to withhold or deduct.
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 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 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 ’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 10.4 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. 10.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it the Issuer shall give notice thereof to the Principal Paying Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Agent and and/or the Trustee Registrar, such information as they it shall require to enable each of them it to comply with the such requirement.
10.2 If any The Issuer shall notify each Agent is, in respect of the event that it determines that any payment of principal or interest in respect of 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 Securitiesextent to which the relevant payment is so treated, compelled provided, however, that the Issuer's obligation under this Clause 10.2 shall apply only 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 extent that such payments are so treated 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 characteristics of the compulsion to withhold Issuer, such Notes, or deductboth.
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 the Securities 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. Such Agent shall have no obligation For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to gross up be required by Applicable Law for the purposes of this Clause 10.3.
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 to pay withholding provided that, any additional amount as such redirected or reorganised payment is made through a result recognised institution of international standing and otherwise made in accordance with this Agreement. The Issuer will promptly notify the Paying Agents of any such FATCA Withholdingredirection 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 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 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; (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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If either the Issuer or the Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice to the Principal Paying Agent without limitation, Condition 7.1 (Method of Payment) 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 SecuritiesCondition 9 (Taxation)), it shall give notice of that fact to the Issuer Trustee, and the Principal Paying Agent and the Registrar as soon as it becomes aware of the compulsion to withhold or deduct.
10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled requirement to make a the withholding or deduction or withholding from any payment which it makes under the Securities for or on account of any Tax, if and only shall give to the extent so required by Applicable LawTrustee, in which event and the Principal Paying Agent and the Registrar such information as any of them shall make such payment after such deduction or withholding has been made and shall account require to enable it to comply with 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 requirement.
8.2 Without prejudice to the Issuer the amount so deducted or withheld, in which casesubclause 8.1, 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 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; (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 Principal Paying Agent in the event that it determines that any payment to be made by an any Agent under the Securities 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 10.5 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or bothboth.
8.3 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 present or future taxes, 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 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 Issuer, 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. 10.1 9.1 If the Issuer or the Guarantor is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxes, present or future taxes or duties, assessments of whatever nature imposed or governmental charges levied by or on behalf of any Tax Jurisdiction as specifically contemplated under by Condition 8 (Taxation), the ConditionsIssuer or, it as the case may be, the Guarantor shall give notice of that fact to the Principal Paying Agent and the Trustee as soon as reasonably practicable after it becomes aware of the compulsion requirement to withhold make the withholding or deduct 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.
10.2 If any Agent is, in respect of any payment of principal or interest in respect of the Securities, compelled 9.2 Without prejudice 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 compulsion to withhold or deduct.
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 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 casesubclause 9.1, 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 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; (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 Principal Paying Agent in the event that it determines that any payment to be made by an any Paying Agent under the Securities 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 clause 9 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the SecuritiesNotes, or both.
9.3 If any Paying Agent is, in respect of any payment of principal, premium or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any present or future taxes or duties of whatever nature as specifically contemplated under the Conditions, other than arising under subclauses 9.1 or 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, 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: Paying Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice thereof to the Principal Paying Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee such information as they either of them shall require to enable each of them it to comply with such requirement. Until such time, the requirementRelevant 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.
10.2 8.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, 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 Subclause 8.1 above or by virtue of the relevant holder failing to satisfy perform any certification or other requirement in respect of its SecuritiesNotes, it shall give notice of that fact thereof to the Issuer Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the Trustee and the Principal Paying Agent as soon as it becomes aware of the such compulsion to withhold or deduct.
10.3 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 the Securities 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 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 Withholdingdeducted. 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 sub-clause 10.3Subclause 8.3.
10.4 8.4 Each Party shallof the Issuers and the Guarantor agrees to provide to the Agent, within ten Business Days of a written request and consents to the collection and processing by another Partythe Agent of, supply to that other Party such any authorisations, waivers, forms, documentation and other information information, relating to it, its operations, or it and FATCA Withholding with respect to 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 Notes (FATCA Information). Each 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 10.4 Issuers and the Guarantor further consents to the extent that:
(i) any such formdisclosure, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such Party transfer and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion reporting of such Party constitute a breach FATCA Information to any relevant government or taxing authority, any member of any: (a) Applicable Law; (b) fiduciary duty; the Agent’s group, any sub-contractors, agents, service providers or (c) duty associates of confidentiality. For purposes of this Clause 10.4the Agent’s group, “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 person making payments to the Agent or a member of a the Agent’s group, including transfers to jurisdictions which do not have strict data protection or 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 Withholdinglaws, 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 the Agent reasonably determines that such payments are so treated by virtue of characteristics disclosure, transfer or reporting is strictly necessary or warranted to facilitate compliance with FATCA Withholding with respect to the Notes. Each of the IssuerIssuers and the Guarantor agrees to inform the Agent promptly, in writing, if there are any changes to the Securities, or bothFATCA Information supplied to the Agent from time to time.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 9.1 If any Issuer or the Issuer Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayments, 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, it the relevant Issuer or (as the case may be) the Guarantor shall give notice thereof to the Principal Paying Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee such information as they it shall require to enable each of them it to comply with the such requirement.
10.2 9.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the Securitiespayments, 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 9.1 above or by virtue of the relevant holder Holder failing to satisfy perform any certification or other requirement in respect of its SecuritiesNotes, it shall give notice of that fact thereof to the Issuer relevant Issuer, the Guarantor and the Principal Paying Agent as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deductdeduction.
10.3 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 the Securities 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. 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 9.4 Each Party party shall, within ten Business Days business days of a written request by another Partyparty, supply to that other Party party such forms, documentation and other information relating to it, its operations, or the Securities Notes as that other Party party reasonably requests for the purposes of that other Partyparty's compliance with Applicable Law and shall notify the relevant other Party party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Party party is (or becomes) inaccurate in any material respect; provided, however, that no Party party shall be required to provide any forms, documentation or other information pursuant to this Clause 10.4 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 party and cannot be obtained by such Party party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 10.49.4, “Applicable Law” shall be deemed to include include
(i) any rule or practice of any Authority by which any Party 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 party that is customarily entered into by institutions of a similar nature.
10.5 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 the Securities 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 9.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the SecuritiesNotes, or both.
9.6 In the event that the relevant 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 such 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 relevant 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. 10.1 If the Issuer 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, it shall give notice 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 compulsion to withhold or deduct.
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 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 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; (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 '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. 10.1
11.1 If the Issuer or the CBC is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice of that fact to the Principal Security Trustee and the relevant Paying Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Security Trustee and the relevant Paying Agent and the Trustee such information as they any of them shall require to enable each of them it to comply with the requirement.
10.2 11.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the SecuritiesCovered 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 10.1 11.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its SecuritiesCovered Bonds, it shall give notice of that fact to the Issuer Issuer, the Security Trustee and the Principal relevant Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
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 the Securities for or on account of any Tax, if and only 11.3 The Issuer undertakes to the extent so required by Applicable Law, in which event the Principal Paying Agent shall make such payment after such deduction or withholding has been made and shall account that:
(a) it will provide 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 Principal Paying 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, all documentation and other information relating to it, in its operations, possession or the Securities as that other Party reasonably requests control required by and neces- sary for the purposes of that other Party's compliance Principal Paying Agent from time to time to comply with Applicable Law and shall its obligations under FACTA as soon as reasonably possible upon re- quest by the Principal Paying Agent; and
(b) it will notify the Principal Paying Agent in writing within 30 days of any relevant other Party reasonably promptly in change that affects the event that it becomes aware that any of the formsIssuer's tax status for FACTA purposes, documentation or other information provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party the Issuer shall not be required to provide any forms, documentation or other information pursuant to this Clause 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 the Issuer and cannot be obtained by such Party the Issuer using reasonable reason- able efforts; or (ii) doing so would or might in the reasonable opinion of such Party constitute a breach of any: (a) Applicable Lawapplicable law; (b) Treaty; (c) fiduciary duty; or (cd) 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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If 8.1 The relevant Issuer or the Issuer isGuarantor shall notify the Trustee, 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, it shall give notice to the Principal Paying Agent and the Trustee Registrar in the event it determines that any payment to be made by the Trustee, Principal Paying Agent or the Registrar under any Notes is a payment which could be subject to FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the relevant Issuer or the Guarantor’s obligation under this 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 compulsion requirement to withhold make the withholding or deduct and deduction it shall give to the Trustee, the Principal Paying Agent and the Trustee Registrar such information as they it shall require to enable each of them it 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 compulsion to withhold or deduct.
10.3 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 the Securities 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. 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 subclause 8.2. Each Party Agent shall, within ten Business Days save where such tax, duty, assessment or governmental charge arises under subclause 8.1 or by virtue of a written request by another Partythe relevant holder failing to satisfy any certification or other requirement in respect of its Notes, 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 give notice of that other Party's compliance with Applicable Law and shall notify fact to the relevant other Party reasonably promptly in Issuer, the event that Guarantor, the Trustee and the Principal Paying Agent as soon as it becomes aware that any of the forms, documentation compulsion to withhold 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 10.4 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 naturededuct.
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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 9.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice of that fact to the Principal Paying Fiscal Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Fiscal Agent and the Trustee Registrar such information as they the either of them shall require to pass on to the relevant clearing system to enable each of them it to comply with the requirement.
10.2 If any 9.2 The Issuer shall notify the Fiscal Agent is, and the Registrar in respect of the event that they determine that 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 be made by a Paying Agent under the ConditionsCovered 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, other than arising and the extent to which the relevant payment is so treated, provided, however, that the Issuer's obligation under this Clause 10.1 or 9.2 shall apply only to the extent that such payments are so treated by virtue of the relevant holder failing to satisfy any certification or other requirement in respect characteristics of its Securities, it shall give notice of that fact to the Issuer and and/or the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deductCovered Bonds.
10.3 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 the Securities any 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. Such Agent shall have no obligation For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to gross up be required by Applicable Law for the purposes of this Clause 9.3.
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 to pay withholding provided that, any additional amount as such redirected or reorganised payment is made through a result 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 FATCA Withholdingredirection 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 sub-clause 10.3Clause 9.4.
10.4 9.5 Each Party party shall, within ten Business Days business days of a written request by another Partyparty, supply to that other Party party such forms, documentation and other information relating to it, its operations, or the Securities Covered Bonds as that other Party party reasonably requests for the purposes of that other Partyparty's compliance with Applicable Law and shall notify the relevant other Party party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Party party is (or becomes) inaccurate in any material respect; provided, however, that no Party party shall be required to provide any forms, documentation or other information pursuant to this Clause 10.4 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 party and cannot be obtained by such Party party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such Party party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 10.49.5, “Applicable Law” shall be deemed to include (i) any rule or practice of any Authority by which any Party 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 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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If either the Issuer or the Guarantor is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice thereof to the Principal Paying Agent Agent, the Registrar and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make such withholding or deduct deduction and shall give to the Principal Paying Agent Trustee and the Trustee Agent or the Registrar, in the case of Registered Notes, such information as they it shall require to enable each of them the Issuer and the Guarantor to comply with the such requirement.
10.2 8.2 If any Paying Agent, the Registrar or the Exchange Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, 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 subclause 8.1 above or by virtue of the relevant holder failing to satisfy perform any certification or other requirement in respect of its SecuritiesNotes, it shall give notice of that fact thereof to the Issuer Issuer, the Guarantor, the Trustee and the Principal Paying Agent as soon as it becomes aware of the such compulsion to withhold or deduct.
10.3 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 payments made in respect of the Securities 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. 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 10.3deducted.
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 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; (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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If the Issuer or the Guarantor is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges Taxes as specifically contemplated under Condition 8 (Taxation), the ConditionsIssuer DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 or, it as the case may be, the Guarantor shall give notice to the Principal Paying Fiscal Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Fiscal Agent and the Trustee Registrar such information as they either of them shall require to enable each of them it 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 8.2 Without prejudice 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 compulsion to withhold or deduct.
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 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 casesubclause 8.1, 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 Guarantor 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 10.4 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 Fiscal Agent in the event that it determines that any payment to be made by an any Agent under the Securities 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 10.5 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or both.
8.3 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 contemplated under Condition 8 (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 Issuer and the Fiscal Agent as soon as reasonably practicable after it becomes aware of the compulsion to withhold or deduct.
Appears in 1 contract
Samples: Agency Agreement (Autoliv Inc)
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If the Issuer isor the Guarantors are, in respect of any payment of principal or interest in respect of the Securitiespayment, compelled required by law to withhold or deduct any amount for or on account of any taxesTaxes, duties, assessments or governmental charges as specifically contemplated under the Terms and Conditions, it the Issuer or the Guarantors, as the case may be, shall give notice of that fact to the Bond Trustee and the Principal Paying Agent and the Trustee (who shall give notice thereof to each Paying Agent) as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Bond Trustee and the Principal Paying Agent and the Trustee such information as they either of them shall require to enable each of them the Bond Trustee and the Principal Paying Agent to comply with the requirement.
10.2 If any Paying Agent or the Exchange Agent is, in respect of any payment of principal or interest in respect of the SecuritiesCovered Bonds, compelled required by law to withhold or deduct any amount for or on account of any taxesTaxes, duties, assessments or governmental charges 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 SecuritiesCovered Bonds, it shall give notice of that fact to the Issuer Issuer, the Bond Trustee, the Guarantors and the Principal Paying Agent as soon as it becomes aware of the compulsion requirement to withhold or deduct.
10.3 Notwithstanding any other provision of this AgreementIf the Issuer determines, each in its sole discretion, that the Paying Agent shall is not or has ceased to be a FATCA Compliant Entity, the Issuer will be entitled to make re-direct or reorganise payments in accordance with the Transaction Documents (provided that such payment has not already been made by a deduction Paying Agent to a third party or withholding from any payment which it makes under the Securities for otherwise distributed) via another Paying Agent including, where necessary, one or on account of any Taxmore further or other Paying Agents appointed in accordance with this Agreement but, 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 considers it necessary, without the amount so deducted or withheld, in which case, the Issuer shall so account need for prior written notice 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 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; (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.be
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 If the Issuer 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, it shall give notice 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 compulsion to withhold or deduct.
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 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 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 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. 10.1 8.1 If the Issuer is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, compelled to withhold or deduct any amount for or on account of any taxesTaxes as contemplated by Condition 7, duties, assessments or governmental charges as specifically contemplated under the Conditions, it Issuer shall give notice to the Principal Paying Fiscal Agent and the Trustee as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Fiscal Agent and the Trustee such information as they the Fiscal Agent shall require to enable each of them it to comply with the requirement.
10.2 8.2 If any the Fiscal Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, 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 ConditionsNotes, other than arising under Clause 10.1 or and to the extent so required by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its SecuritiesApplicable Law, 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.
10.3 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 Securities for or on account of any Tax, if deduct and only to the extent so required by 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 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. 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 8.3 The Issuer and the Agents shall, within ten Business Days 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 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 10.4 8.3 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. 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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If either the Relevant Issuer or any of the relevant Guarantors is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice 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 notic e of that fact to the Issuer Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled requirement to make a the withholding or deduction or withholding from any payment which it makes under the Securities for or on account of any Tax, if and only shall give to the extent so required by Applicable Law, in which event Trustee and the Principal Paying Agent such information as any of them shall make such payment after such deduction or withholding has been made and shall account require to enable it to comply with 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 requirement.
8.2 Without prejudice to the Issuer the amount so deducted or withheld, in which casesubclause 8.1, the Relevant 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 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; (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 Principal Paying Agent in the event that it determines that any payment to be made by an any Paying Agent under the Securities 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 10.5 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.
8.3 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 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 Relevant Issuer, the Securitiesrelevant Guarantors, the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or bothdeduct.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 9.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it the Issuer shall give notice of that fact to the Trustee, the Principal Paying Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Trustee, the Principal Paying Agent and the Trustee Registrar such information as they any of them shall require to enable each of them it to comply with the requirement.
10.2 9.2 If any Agent is, in respect of any payment of principal or interest in respect of the SecuritiesNotes, 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 9.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its SecuritiesNotes, it shall give notice of that fact to the Issuer Issuer, the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct.
10.3 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 the Securities 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. 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 10.3Clause 9.3.
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 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; (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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice 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 Trustee, the Principal Paying Agent and the Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deductdeduction 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.
10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled 8.2 Without prejudice to make a deduction or withholding from any payment which it makes under 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 casesubclause 8.1, 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 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; (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 Principal Paying Agent in the event that it determines that any payment to be made by an any Agent under the Securities 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 10.5 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or both.
8.3 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 present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Relevant Tax
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 11.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it the Issuer 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 compulsion requirement to withhold make such withholding or deductdeduction 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.
10.3 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 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 the Securities 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. 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 10.3subclause 11.3.
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 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; (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: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice of that fact to the Trustee, the Principal Paying Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Trustee, the Principal Paying Agent and the Trustee Registrar such information as they either of them shall require to enable each of them it 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 8.2 Without prejudice 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 compulsion to withhold or deduct.
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 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 casesubclause 8.1, 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 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; (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 Principal Paying Agent in the event that it determines that any payment to be made by an any Agent under the Securities 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 10.5 subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Securitiessuch Notes, or both.
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 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 FATCA or applicable law, in which event the relevant Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted.
8.4 If the Issuer or 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 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, 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 require to enable it to assess and 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.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 If the Issuer is, in respect of any payment of principal or interest in respect of the Securitiespayment, 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, it shall give notice of that fact to the Principal Paying Agent and the Trustee Registrar as soon as it becomes aware of the compulsion requirement to withhold make the withholding or deduct deduction and shall give to the Principal Paying Agent and the Trustee Registrar such information as they either of them shall require to enable each of them it 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 compulsion to withhold or deduct.
10.3 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 the Securities 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. 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 10.3subclause 8.2.
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 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; (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 8.3 The Issuer shall notify to each Paying Agent in the event that it determines that any payment to be made by an a Paying Agent under the Securities 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 WithholdingWithholding Tax, and the extent to which the relevant payment is so treated, provided, however, however that the Issuer’s obligation under this Clause 10.5 subclause 8.3 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the SecuritiesNotes, 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
