NOTICE OF WITHHOLDING OR DEDUCTION. 10.1 If the Trustee is, in respect of any payment, compelled to withhold or deduct any amount for or on account of any Tax as contemplated by Condition 11 (Taxation), the Trustee shall give notice to the Principal Paying Agent and the Delegate as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to each of the Principal Paying Agent and the Delegate such information as it shall require to enable it to comply with the requirement. 10.2 The Trustee shall notify each Agent and the Delegate in the event that it determines that any payment to be made by an Agent under the Certificates 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 Trustee's obligation under this Clause 10.1 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Trustee, the Certificates, or both. 10.3 If any Agent is, in respect of any payment under the Certificates to be made pursuant to this Agreement, compelled to withhold or deduct any amount for or on account of any Tax, duties, assessments or governmental charges as specifically contemplated under the Conditions and required by any Applicable Law, other than as arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Certificates, it shall give notice of that fact to the Trustee, the Delegate and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct and that Agent shall not be required to pay an additional amount in respect of that withholding or deduction. 10.4 Any payment by any Paying Agent under this Agreement will be made without any deduction or withholding for or on account of any Tax (as defined herein) unless such deduction or withholding is required by any Applicable Law. If such Tax is paid by any Paying Agent or any of its affiliates, the Trustee agrees that it shall promptly reimburse the relevant paying entity for such payment to the extent not covered by withholding from any payment. If any Paying Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Trustee. 10.5 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 Certificates 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 Trustee the amount so deducted or withheld, in which case, the Trustee shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 10.5.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
NOTICE OF WITHHOLDING OR DEDUCTION. 10.1
11.1 If the Trustee relevant Trustee, the Guarantor or any Paying Agent is, in respect of any paymentpayment in respect of any Tranche of Trust Certificates, compelled to withhold or deduct any amount for or on account of any Tax Taxes as contemplated by Condition 11 12 (Taxation), the relevant Trustee shall give notice to the Principal Paying Agent and the Delegate as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to each of the Principal Paying Agent and the Delegate such information as it shall require to enable it to comply with the requirement.
10.2 The 11.2 Without prejudice to Clause 11.1, the relevant Trustee shall notify each the Principal Paying Agent and the Delegate in the event that it determines that any payment to be made by an any Agent under the any Trust Certificates 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 Trustee's obligation under this Clause 10.1 11.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the relevant Trustee, the such Trust Certificates, or both.
10.3 If any 11.3 Upon receipt of such notice by the Principal Paying Agent, each Paying Agent isshall make such payment in respect of the relevant Trust Certificates after such withholding or deduction imposed by a governmental authority in:
(a) Jersey or Luxembourg, as applicable, in respect of the relevant Trustee; or
(b) any payment under Member Country, in respect of the IsDB, has been made and shall account to the relevant authorities for the amount so withheld or deducted.
11.4 Unless the Agent is notified in writing by the relevant Trustee to the contrary, the relevant Trustee represents and warrants to the Agent that payments in respect of the Trust Certificates to can be made pursuant to this Agreement(including by the Agent) free and clear of, compelled to withhold and without withholding or deduct deduction of any amount for or on account of any Tax, duties, assessments or governmental charges as specifically contemplated under the Conditions and required by any Applicable Law, other than as arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Certificates, it shall give notice of that fact to the Trustee, the Delegate and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct and that Agent shall not be required to pay an additional amount in respect of that withholding or deductionTaxes.
10.4 Any payment by any Paying Agent under this Agreement will be made without any deduction or withholding for or on account of any Tax (as defined herein) unless such deduction or withholding is required by any Applicable Law. If such Tax is paid by any Paying Agent or any of its affiliates, the Trustee agrees that it shall promptly reimburse the relevant paying entity for such payment to the extent not covered by withholding from any payment. If any Paying Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Trustee.
10.5 11.5 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 Certificates this Agreement for or on account of any Tax, present or future Taxes if 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 Authorities within the time allowed for the amount so withheld or deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the relevant Trustee the amount so deducted withheld or withhelddeducted, in which case, the relevant Trustee shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a withholding or deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 10.511.4.
11.6 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or any Trust Certificates as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 11 to the extent that:
(a) 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
(b) doing so would or might in the reasonable opinion of such party constitute a breach of any:
(i) Applicable Law;
(ii) fiduciary duty; or
(iii) duty of confidentiality.
Appears in 1 contract
Samples: Paying Agency Agreement
NOTICE OF WITHHOLDING OR DEDUCTION. 10.1 If the Trustee is, in respect of any payment, compelled to withhold or deduct any amount for or on account of any Tax Taxes as contemplated by Condition 11 (Taxation)12, the Trustee shall give notice to the Principal Paying Agent Agent, the Registrar and the Delegate as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to each of the Principal Paying Agent Agent, the Registrar and the Delegate such information as it any of them shall require to enable it to comply with the requirement.
10.2 The Without prejudice to Clause 10.1, the Trustee shall notify each Agent and the Delegate in the event that it determines that any payment to be made by an any Agent under the any Certificates 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 Trustee's obligation under this Clause 10.1 10.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Trustee, the such Certificates, or both.
10.3 If any Agent is, in respect of any payment under the Certificates to be made pursuant to this Agreement, compelled to withhold or deduct any amount for or on account of any Taxtaxes, duties, assessments or governmental charges as specifically contemplated under the Conditions and required by any Applicable LawConditions, other than as arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Certificates, it shall give notice of that fact to the Trustee, the Delegate and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct and that Agent shall not be required to pay an additional amount in respect of that withholding or deductiondeduct.
10.4 Any payment by any Paying Agent under this Agreement will be made without any deduction or withholding for or on account of any Tax (as defined herein) unless such deduction or withholding is required by any Applicable Law. If such Tax is paid by any Paying Agent or any of its affiliates, the Trustee agrees that it shall promptly reimburse the relevant paying entity for such payment to the extent not covered by withholding from any payment. If any Paying Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Trustee.
10.5 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 Certificates 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 Trustee the amount so deducted or withheld, in which case, the Trustee shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 10.5.
Appears in 1 contract
Samples: Agency Agreement
NOTICE OF WITHHOLDING OR DEDUCTION. 10.1 If the Trustee Issuer is, in respect of any paymentpayment under the Notes or under this Agreement, compelled required by Applicable Law to withhold or deduct any amount for or on account of any Tax Taxes as contemplated by Condition 11 (Taxation)8, the Trustee it shall give notice to the Principal Paying Fiscal Agent and the Delegate as soon as reasonably practicable upon it becomes becoming aware of the requirement to make the withholding or deduction. The Issuer will (subject to Condition 8) pay such additional amount as may be necessary in order that the net amount received by the person to whom the payment is owed after the withholding or deduction and shall give to each equal the amount which would have been payable in the absence of the Principal Paying Agent and withholding or deduction. If the Delegate such information as it shall require to enable it to comply with the requirement.
10.2 The Trustee shall notify each Agent and the Delegate in the event that it determines that any payment to be made by an Agent under the Certificates 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 Trustee's obligation under this Clause 10.1 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Trustee, the Certificates, or both.
10.3 If any Fiscal Agent is, in respect of any payment under the Certificates to be made pursuant to Notes or under this Agreement, compelled required by Applicable Law to withhold or deduct any amount for or on account of any TaxTaxes, duties, assessments or governmental charges as specifically contemplated under the Conditions and required by any Applicable Law, other than as arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Certificates, it Fiscal Agent shall give notice of that fact thereof to the Trustee, the Delegate and the Principal Paying Agent Issuer as soon as reasonably practicable upon it becomes becoming aware of the compulsion requirement to withhold or deduct and that Agent shall not be required to pay an additional amount in respect of that make such withholding or deduction.
10.4 Any payment by any Paying Agent under this Agreement will be made without any deduction or withholding for or on account of any Tax (and shall give to the Issuer such information as defined herein) unless such deduction or withholding is required by any Applicable Law. If such Tax is paid by any Paying Agent or any of its affiliates, the Trustee agrees that it shall promptly reimburse the relevant paying entity for such payment to the extent not covered by withholding from any paymentreasonably require. If any Paying Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Trustee.
10.5 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 Certificates Notes for or on account of any Tax, Taxes 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 authorities 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 Trustee Issuer the amount so deducted withheld or withhelddeducted, in which case, the Trustee Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a withholding or deduction or withholding which is deemed deeded to be required by Applicable Law for the purposes of this Clause 10.5.be
Appears in 1 contract
Samples: Fiscal Agency Agreement
NOTICE OF WITHHOLDING OR DEDUCTION. 10.1 If the Trustee Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of any Tax Taxes as contemplated by Condition 11 13 (Taxation), the Trustee Issuer shall give notice to Ziraat Katılım, the Principal Paying Agent and the Delegate Representative as soon as it becomes aware of the requirement to make the such withholding or deduction and shall give to each of the Principal Paying Agent and the Delegate Representative such information as it they shall require to enable it them to comply with the requirement.
10.2 The Trustee shall notify each Agent and the Delegate in the event that it determines that any payment to be made by an Agent under the Certificates 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 Trustee's obligation under this Clause 10.1 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Trustee, the Certificates, or both.
10.3 If any Agent is, in respect of any payment under the Certificates to be made pursuant to this Agreement, compelled to withhold or deduct any amount for or on account of any Taxtaxes, duties, assessments or governmental charges as specifically contemplated under the Conditions and required by any Applicable LawConditions, other than as arising under Clause 10.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Certificates, it shall give notice of that fact to the TrusteeIssuer, Ziraat Katılım, the Delegate Representative and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct and that Agent shall not be required to pay an additional amount in respect of that withholding or deductiondeduct.
10.4 Any payment by any Paying Agent under this Agreement will be made without any deduction or withholding for or on account of any Tax (as defined herein) unless such deduction or withholding is required by any Applicable Law. If such Tax is paid by any Paying Agent or any of its affiliates, the Trustee agrees that it shall promptly reimburse the relevant paying entity for such payment to the extent not covered by withholding from any payment. If any Paying Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Trustee.
10.5 10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction deduction, retention or withholding from any payment which it makes under the this Agreement of any Certificates 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 deduction, retention or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted deducted, retained or withheld or, at its option, shall reasonably promptly after making such payment return to the Trustee Issuer the amount so deducted deducted, retained or withheld, in which case, the Trustee Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 10.5.,
Appears in 1 contract
Samples: Agency Agreement