Common use of Payer Tax Representations Clause in Contracts

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) 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.

Payer Tax Representations. For the purpose purposes of Section 3(e) of the 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 this 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.

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(h) of the this 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 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.

Payer Tax Representations. For the purpose purposes of Section 3(e) of the Agreement), each of Dealer Xxxx 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 this 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.

Payer Tax Representations. For the purpose of Section 3(e) of the 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(h) of the this 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 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.

Payer Tax Representations. For the purpose of Section 3(e) of the this Agreement, Counterparty and the Fund 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 this 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 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.

Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Company and Dealer 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(h) of the Agreement) 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 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.

Payer Tax Representations. For the purpose of Section 3(e) of the 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 this 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 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.

Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Counterparty and Dealer 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(h) of the Agreement) 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 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.

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(h) of the this 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) or 3(g) 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.

Payer Tax Representations. For the purpose purposes of Section 3(e) of the Agreement), UBS and 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 this 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.. Payee Tax Representations. For the purposes of Section 3(f), UBS makes the following representations:

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) 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.

Payer Tax Representations. For the purpose of Section 3(e) of the Agreement), each of Dealer Party A and Counterparty makes Party B will make the following representation: It is not required by any applicable lawApplicable 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)) 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 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.

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 this 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.

Payer Tax Representations. For the purpose purposes of Section 3(e) of the 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(h) of the this 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.. ISDA® 2002

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(h) of the this 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 it will not be a breach of this representation where reliance is placed on clause (Bii) above and the other party Y 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.

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 this 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 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 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)

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(h) of the this 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) or 3(g) 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 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.

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 representationrepresentations: 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) 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.

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(h) of the this 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 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.

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 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 this 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.

Payer Tax Representations. For the purpose purposes of Section 3(e) of the Agreement), GSCM and 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 this 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.

Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer 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) 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.]