Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 81 contracts
Samples: Forward Confirmation (Umb Financial Corp), Equity Distribution Agreement (Federal Realty OP LP), Forward Confirmation (Essential Properties Realty Trust, Inc.)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction satisfaction(s) of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the this Agreement by reason of material prejudice to its legal or commercial position.
Appears in 36 contracts
Samples: Master Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar6), Master Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2006-Ab4), Master Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2006-Ar5)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer Party A and Counterparty Party B makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 18 contracts
Samples: Equity Offering Sales Agreement (Americold Realty Trust), Equity Offering Sales Agreement (Americold Realty Trust), Letter Agreement (National Health Investors Inc)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer and Counterparty makes Party A will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction satisfaction(s) of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the this Agreement by reason of material prejudice to its legal or commercial position.
Appears in 17 contracts
Samples: Master Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa3 /DE), Master Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa2), Master Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa1)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) and 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section and 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 16 contracts
Samples: Master Agreement (BA Credit Card Trust), Master Agreement (BA Credit Card Trust), Master Agreement (BA Credit Card Trust)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B each of Dealer and Counterparty makes hereby make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the this Agreement or amounts payable hereunder that may be considered to be interest for U.S. United States federal income tax purposes) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 15 contracts
Samples: Master Agreement, Isda Master Agreement (Tactical Diversified Futures Fund L.P.), Isda Master Agreement (Emerging Cta Portfolio Lp)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer Party A and Counterparty Party B makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 15 contracts
Samples: Distribution Agency Agreement (Camden Property Trust), Distribution Agency Agreement (Camden Property Trust), Distribution Agency Agreement (Camden Property Trust)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement), each of Dealer Barclays and the Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on on: (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, ; (Bii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 14 contracts
Samples: Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2006-Fr3), Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2006-Wm1), Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2006-Wm3)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A will make the following representation and Counterparty makes Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 11 contracts
Samples: Isda Master Agreement (Ford Credit Auto Receivables Two LLC), Master Agreement (Ford Credit Auto Receivables Two LLC), Master Agreement (Ford Credit Auto Receivables Two LLC)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A and Counterparty makes Party B will make the following representation: representation:- It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, authority of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ax) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (By) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Cz) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (By) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 10 contracts
Samples: www.sec.gov, Master Agreement (Water Pik Technologies Inc), Master Agreement (Collins Industries Inc)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer Party A and Counterparty makes Party Bmakes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 9 contracts
Samples: Letter Agreement (Vici Properties Inc.), Letter Agreement (Vici Properties Inc.), Letter Agreement (Vici Properties Inc.)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A and Counterparty makes Party B make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii), or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except ; provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 8 contracts
Samples: Master Agreement (PHH Corp), Master Agreement (PHH Corp), Master Agreement (PHH Corp)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 7 contracts
Samples: Master Agreement (New Century Financial Corp), Master Agreement (New Century Financial Corp), Master Agreement (New Century Financial Corp)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) and 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section and 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or of document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.. (b)
Appears in 7 contracts
Samples: Master Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Master Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii), Master Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer and Counterparty party makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it a party may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the this Agreement by reason of material prejudice to its legal or commercial position.
Appears in 7 contracts
Samples: Master Agreement (Capital One Auto Finance Trust 2007-C), Master Agreement (Capital One Auto Receivables LLC), Master Agreement (Capital One Auto Receivables LLC)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: representation:- It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) and 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section and 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 5 contracts
Samples: Assignment and Recognition Agreement (MASTR Asset Backed Securities Trust 2006-He2), Distribution Instructions (MASTR Asset Backed Securities Trust 2005-Nc2), Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Wmc3)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 4 contracts
Samples: Administration Agreement (SMS Student Loan Trust 2000-B), Master Agreement (Usa Group Secondary Market Services Inc), Administration Agreement (Asset Backed Securities Corp)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 4 contracts
Samples: Equity Distribution Agreement (Black Hills Corp /Sd/), Equity Distribution Agreement (CMS Energy Corp), Equity Distribution Sales Agreement (Ameren Corp)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. United States federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 3 contracts
Samples: Equity Distribution Agreement (Essex Portfolio Lp), Equity Distribution Agreement (Essex Portfolio Lp), Equity Distribution Agreement (Essex Portfolio Lp)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A and Counterparty makes Party B make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the this Agreement by reason of material prejudice to its legal or commercial position.
Appears in 2 contracts
Samples: Isda Master Agreement (Summer Energy Holdings Inc), Master Agreement (Summer Energy Holdings Inc)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on on: (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 2 contracts
Samples: Administration Agreement (Gs Mortgage Securities Corp), Administration Agreement (Goldman Sachs Asset Backed Securities Corp)
Payer Tax Representations. For the purpose purposes of Section 3(e) of the this Agreement, each of Dealer Party A and Counterparty makes Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party Party A under the this Agreement. In making this representation, it each party may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on sub-clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 2 contracts
Samples: Master Agreement (Cef Equipment Holding LLC), Master Agreement (Cef Equipment Holding LLC)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer Party A and Counterparty Party B makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesAgreement) to be made by it to the other party under the Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the Agreement, ; (Bii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 2 contracts
Samples: Town Sports International Holdings Inc, Town Sports International Holdings Inc
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer Party A and Counterparty Party B makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may be considered to be treated as interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 2 contracts
Samples: Equity Offeringsm Sales Agreement (Tanger Properties LTD Partnership /Nc/), Distribution Agreement (Plymouth Industrial REIT, Inc.)
Payer Tax Representations. For the purpose purposes of Section 3(e) of the Master Agreement, each of Dealer UBS AG will make the following representation and Counterparty makes will not make the following representation: It it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesMaster Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Master Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Master Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the this Agreement by reason of material prejudice to its legal or commercial position.
Appears in 2 contracts
Samples: Assignment Agreement (MASTR Asset Securitization Trust 2006-2), Assignment Agreement (MASTR Asset Securitization Trust 2006-1)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement), each of Dealer Barclays and the Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) and 6(c) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on on: (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, ; (Bii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii4(e)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Assignment Agreement (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-D)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A and Counterparty makes Party B will make the following representation: :— It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ax) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (By) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Cz) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (By) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Master Agreement (Adesa Inc)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer CS and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder (including under this Confirmation) that may be considered to be interest or similar proceeds for U.S. federal Italian or United Kingdom income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Letter Agreement (De Agostini Spa)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Counterparty and Counterparty makes Capital One will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Master Agreement (Capital One Auto Receivables Trust 2001-B)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) and 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section and 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or of document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Master Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: representation:- It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) and 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer and Counterparty party makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it a party may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement), each of Dealer Barclays and the Counterparty makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on on: (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f3(t) of the this Agreement, ; (Bii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Assignment Agreement (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-C)
Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer Party A and Counterparty Party B makes the following representation: . It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesAgreement) to be made by it to the other party under the Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the Agreement, (Bii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) and 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the this Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Master Agreement (CSK Auto Corp)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Capital One, National Association and Counterparty makes will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(d), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Master Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Payer Tax Representations. For the purpose purposes of Section 3(e) of the Agreement), each of Dealer X. Xxxx and Counterparty makes Xxxxxx & Xxxxx make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii), or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Payer Tax Representations. For the purpose purposes of Section 3(e) of the Agreement), each of Dealer GSI and Counterparty makes ITAU make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii), or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause Clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Master Agreement (Banco Itau S A)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A and Counterparty makes Party B will make the following representation: representation:- It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ax) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (By) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Cz) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (By) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Master Agreement (New America High Income Fund Inc)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A will make the following representation and Counterparty makes Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agree ment) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Samples: Master Agreement (Ford Credit Auto Receivables Two LLC)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A will make the following representation and Counterparty makes Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agree ment) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.. (b)
Appears in 1 contract
Samples: www.sec.gov
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A and Counterparty makes Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, authority of any Relevant Jurisdiction to ot make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ax) the accuracy of any representations made by the other party pursuant to Section 3(f3 (f) of the this Agreement, (By) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii4(a) (iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Cz) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (By) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: representation:- It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) and 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement, and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the this Agreement by reason of material prejudice to its legal or commercial position.
Appears in 1 contract
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A and Counterparty Party B makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction satisfaction(s) of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the this Agreement by reason of material prejudice to its legal or commercial position.
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Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, each of Dealer Party A and Counterparty Party B makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on on: (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, ; (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement; provided, except that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii4(a)(ii) of the Agreement by reason of material prejudice to its legal or commercial position.
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Samples: Master Agreement (National Steel Co)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B will each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(hSections 2(e), 6(d)(ii) and 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations representation made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section and 4(a)(iii) of the Agreement this Agreement; and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and -------- the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
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Samples: Master Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
Payer Tax Representations. For the purpose purposes of Section 3(e) of the Master Agreement, each of Dealer UBS AG will make the following representation and Counterparty makes will not make the following representation: It it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesMaster Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Master Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Master Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement this ISDA Form and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreementthis ISDA Form, except provided that it will shall not be a breach of this representation where reliance is placed on clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement ISDA Form by reason of material prejudice to its legal or commercial position.
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Samples: Assignment Agreement (MASTR Alternative Loan Trust 2006-1)
Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Party A and Party B each of Dealer and Counterparty makes make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or amounts payable hereunder that may be considered to be interest for U.S. federal income tax purposesthis Agreement) to be made by it to the other party under the this Agreement. In making this representation, it may rely on (Ai) the accuracy of any representations made by the other party pursuant to Section 3(f) of the this Agreement, (Bii) the satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the this Agreement and (Ciii) the satisfaction of the agreement of the other party contained in Section 4(d) of the this Agreement, except that PROVIDED THAT it will is not be a breach of this representation where reliance is placed on sub-clause (Bii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
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