Payment of Additional Amounts. All payments made by the Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.
Appears in 7 contracts
Samples: Thirteenth Supplemental Indenture (Rogers Communications Inc), Twelfth Supplemental Indenture (Rogers Communications Inc), Seventh Supplemental Indenture (Rogers Communications Inc)
Payment of Additional Amounts. 10.7.1 All payments made by in respect of the Guarantor under or with respect to the Notes or the Guarantee will Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands, Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax (“Foreign Taxes”), except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, unless the Guarantor is required to withhold Company or deduct Taxes by law the Guarantor, as the case may be, shall make such deduction or by withholding, make payment of the interpretation or administration thereof. If the Guarantor is amount so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect withheld to the Notes or the Guarantee, the Guarantor will appropriate governmental authority and pay such additional amounts (“Additional Amounts”) as interest such Additional Amounts as may be are necessary so to ensure that the net amount amounts received by each Holder in respect the Holders of a Beneficial Owner (including Additional Amounts) Securities after such withholding or deduction will not be less than equals the amount the Holder respective amounts of principal, premium and interest which would have received been receivable in respect of such Beneficial Owner if Securities had no such withholding or deduction (including for any Foreign Taxes had not payable in respect of Additional Amounts) been withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with respect to any payment on a payment made Security:
(i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Security by reason of its being connected with Canada (A) a connection between the Holder and the Cayman Islands or any province or territory thereof otherwise Brazil other than by the acquisition or mere holding of Notes or such Security and the receipt of payments thereunder, (iii) which is subject with respect to such Taxes Security or (B) failure by reason of its failure the Holder to comply with any certification, identification, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by lawsuch jurisdiction, regulation, administrative practice or an applicable treaty any political subdivision or authority thereof or therein having power to tax as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such Taxescertification, identification or other requirement;
(ivii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Security surrendered (if the Notes are presented for payment surrender is required) more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is later (occurs later, except to the extent that the Holder of such Security would have been entitled to such Additional Amounts had the Notes been presented on surrender of such Security for payment on the last day of such 1530-day period;
(iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Security;
(iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on any series of Securities or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor;
(v) to the extent that where such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual and is required to be made pursuant to any European Union Directive 2003/48/EC on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directivedirective; or
(vi) in respect of any combination of the above. The Guarantor will also For purposes of the provisions described in Clause (i) make above, the term “Holder” of any Security means the direct nominee of any beneficial owner of such Security, which holds such beneficial owner’s interest in such Security. Notwithstanding the foregoing, the limitations on the Company’s or the Guarantor’s obligation to pay Additional Amounts set forth in Clause (i) above shall not apply if the provision of information, documentation or other evidence described in such Clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Security (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be, shall promptly provide the Trustee with documentation, if any, (which may consist of certified copies of such documentation) reasonably satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Securities or the Paying Agent, as applicable, upon request therefor. In respect of the Securities issued hereunder, at least 10 days prior to the first date of payment of interest on the Securities and at least 10 days prior to each date, if any, of payment of principal or interest thereafter if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company and the Guarantor shall furnish the Trustee and each Paying Agent with an Officers’ Certificate instructing the Trustee and such Paying Agent as to whether such payment of principal of or any interest on such Securities shall be made without deduction or withholding for or on account of any tax, duty, assessment or other governmental charge. If any such deduction and (ii) remit or withholding shall be required by the full amount Cayman Islands or Brazil or any Successor Jurisdiction or any authority therein having power to tax, then such certificate shall specify, by country, the amount, if any, required to be deducted or withheld on such payment to Holders of such Securities, and the Company or the Guarantor, as the case may be, (if payment is then due under the Guaranty) shall pay or cause to be paid to the Trustee or such Paying Agent Additional Amounts, if any, required by this Section. The Company and the Guarantor agree to indemnify the Trustee and each Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any Officers’ Certificate furnished pursuant to this Section, the obligation of the Company and the Guarantor to so indemnify being joint and several.
10.7.2 The Company or the Guarantor, as the case may be, shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any other governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Securities or the Guaranty.
10.7.3 The Company or the Guarantor, as the case may be, shall provide each Paying Agent and any withholding agent under relevant authority in accordance tax regulations with applicable law. Upon copies of each certificate received by the written request Company or the Guarantor from a Holder of a HolderSecurity pursuant to the text of such Security. Each such Paying Agent and withholding agent shall retain each such certificate received by it for as long as any Security is outstanding and in no event for less than four years after its receipt, and for such additional period thereafter, as set forth in an Officers’ Certificate, as such certificate may become material in the administration of applicable tax laws.
10.7.4 In the event that Additional Amounts actually paid with respect to the Securities pursuant to the preceding paragraph are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Securities, and, as a result thereof, such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Securities, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company or the Guarantor. However, by making such assignment, the Holder makes no representation or warranty that the Company or the Guarantor will furnishbe entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.
10.7.5 All references in this Indenture and the Securities to principal, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder premium or interest in respect of a Beneficial Owner (other than an Excluded Holder) andany Security shall be deemed to mean and include all Additional Amounts, upon written request if any, payable in respect of such principal, premium or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. All references in this Indenture and the Securities to principal in respect of any Holder Security shall be deemed to mean and include any Redemption Price or Repurchase Price payable in respect of such Security pursuant to any redemption or repurchase right hereunder (other than an Excluded Holder) reimburse and all such Holder for references to the amount Stated Maturity of (i) any such Taxes so levied or imposed and paid by such Holder as a result the principal in respect of any failure of Security shall be deemed to mean and include the Guarantor to withhold, deduct Redemption Date or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed Repurchase Date with respect to any reimbursement under the foregoing clause (isuch Redemption Price or Repurchase Price), so that the net and all such references to principal, premium, interest or Additional Amounts shall be deemed to mean and include any amount received by such Holder payable in respect hereof pursuant to Section 10.7, and express mention of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under any Redemption Price or with respect Repurchase Price, or any such other amount in any provision hereof shall not be construed as excluding reference to the Guaranteepayment of any Redemption Price or Repurchase Price, or any such other amounts in those provisions hereof where such express reference is not made.
Appears in 6 contracts
Samples: Indenture (Vale S.A.), Indenture (Vale S.A.), Indenture (Vale Overseas LTD)
Payment of Additional Amounts. All payments made by the Company, Tyco and any other Guarantor under or with respect to the Notes or and the Guarantee Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Authority ("Taxes"), unless the Guarantor Company, Tyco or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If In the event that the Company, Tyco or such Guarantor is so required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Notes or the GuaranteeGuarantees, as the case may be, the Guarantor Company, Tyco or such Guarantor, as the case may be, will pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner Notes (including Additional Amounts) after such withholding or deduction will not be less than equal the amount the that such Holder would have received in respect of such Beneficial Owner if such Taxes had not been required to be withheld or deducted; provided PROVIDED that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner Notes to the extent:
(each, an “Excluded Holder” a) that any such Taxes would not have been so imposed but for purposes the existence of this Section 704) any present or former connection between such Holder and the Taxing Authority imposing such Taxes (i) with which other than the Company does not deal at arm’s length (within the meaning mere receipt of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to acquisition, ownership or disposition of such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt exercise or enforcement of payments thereunderrights under such Notes, the Guarantees or the Indenture);
(iiib) which is subject of any estate, inheritance, gift, sales, transfer, or personal property Tax imposed with respect to such Notes, except as otherwise provided herein;
(c) that any such Taxes by reason would not have been so imposed but for the presentation of its failure to comply with any certification, identification, documentation such Notes or other reporting requirements if compliance Guarantees (where presentation is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (ivrequired) if the Notes are presented for payment on a date more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts had the Notes or Guarantees been presented for payment on the last day of any date during such 1530-day period; or
(d) that such Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if (vx) the making of such declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant Taxing Authority as a precondition to an exemption from, or reduction in, the relevant Taxes, and (y) at least 60 days prior to the extent first payment date with respect to which the Company, Tyco or such Guarantor shall apply this clause (d), the Company, Tyco or such Guarantor shall have notified all Holders of Notes in writing that they shall be required to provide such withholding is imposed on a payment to a Holder declaration or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directiveclaim. The Guarantor Company, Tyco or such Guarantor, as the case may be, will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld to the relevant authority Taxing Authority in accordance with all applicable laws. The Company, Tyco or such Guarantor, as the case may be, will use its reasonable best efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Company, Tyco or such Guarantor, as the case may be, will, upon request, make available to the Holders of the Notes, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company, Tyco or such Guarantor or if, notwithstanding the Company's, Tyco's or such Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse 's efforts to obtain such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basisreceipts, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i)same are not obtainable, so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect other evidence of such Beneficial Owner if payments by the Company, Tyco or such Taxes on such reimbursement had not been imposedGuarantor. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes or Guarantees is due and payable, if the Company, Tyco or such Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company, Tyco or such Guarantor will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information as is necessary to enable the Trustee, on behalf of the Guarantor, such Trustee to pay such Additional Amounts to Holders of Notes on the payment date. The obligations In addition, the Company, Tyco or such Guarantor, as the case may be, will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in Luxembourg, Bermuda or the United States or any political subdivision or taxing authority of or in the foregoing in respect of the Guarantor under this Section 704 creation, issue, offering, enforcement, redemption or retirement of the Notes or the Guarantees. The foregoing provisions shall survive any termination of the discharge and termination of this Supplemental the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Company, Tyco or such Guarantor, as the case may be, is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein; PROVIDED, HOWEVER, the date on which such Person becomes a successor to the Company, Tyco or such Guarantor, as the case may be, shall be substituted for the date on which the series of Notes was issued. Whenever in the Indenture, the Notes or the Guarantees there is mentioned, in any context, the payment of all amounts principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to any Notes or Guarantees, such mention shall be deemed to include mention of the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof."
Appears in 5 contracts
Samples: Supplemental Indenture (Tyco International LTD /Ber/), Supplemental Indenture (Tyco International LTD /Ber/), Supplemental Indenture (Tyco International LTD /Ber/)
Payment of Additional Amounts. All payments made by the Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account If, as a result of any present change in applicable law, regulation or future Taxestreaty, unless or in any official application or interpretation thereof after the Guarantor date of this Agreement or, if later, the date a bank becomes a Bank hereunder, the Company is required to withhold or deduct Taxes by law or by regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the interpretation United States of America, any possession or administration thereof. If territory of the Guarantor is so required United States of America (including the Commonwealth of Puerto Rico) or any area subject to withhold or deduct any amount for or on account the jurisdiction of Taxes the United States of America (“U.S. Taxes”) from any payment made under or with respect payments to the Notes or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder a Bank in respect of a Beneficial Owner (including Additional Amounts) after such withholding Loans then or deduction will not be less than thereafter outstanding, or other amounts owing hereunder, the amount payable by the Holder would have received in respect Company will be increased to the amount which, after deduction from such increased amount of such Beneficial Owner if such all U.S. Taxes had not been required to be withheld or deducted; provided that no Additional Amounts deducted therefrom, will yield the amount required under this Agreement to be payable with respect thereto; provided that the Company shall not be required to pay any additional amount pursuant to this subsection (c) to any Bank that (i) is not, on the date this Agreement is executed by such Bank or, if later, the date such Bank became a Bank hereunder, either (x) entitled to submit Form W-8 BEN relating to such Bank and entitling it to a payment made complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans, Form W-8 BEN relating to all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans or Form W-8 BEN relating to such Bank and entitling it to a Holder complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans (or, in respect any such case, such successor forms as shall be adopted from time to time by the Internal Revenue Service), or (y) a U.S. person (as such term is defined in Section 7701(a)(30) of a Beneficial Owner the Code), or (each, an “Excluded Holder” for purposes ii) has failed to submit any form or certificate that it was required to file pursuant to subsection (a) of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment11.18 and entitled to file under applicable law, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) is no longer entitled to submit Form W-8 BEN or Form W-8 ECI as a result of any change in circumstances other than a change in applicable law, regulation or treaty or in any official application or the account of any Bank pursuant to this subsection (c), then such Bank will agree to use reasonable efforts to change the jurisdiction of its applicable lending office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank, is subject not otherwise disadvantageous to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, Bank. Within thirty (iv30) if the Notes are presented for payment more than 15 days after the date on which Company’s payment of any such payment or such Notes became due and payable or U.S. Taxes, the date on which payment thereof is duly provided for, whichever is later (except Company shall deliver to the extent that Agent, for the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day account of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a HolderBank(s), the Guarantor will furnish, as soon as reasonably practicable, to such Holder originals or certified copies of official tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect thereof or other evidence of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit payment reasonably satisfactory to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment dateAgent. The obligations of the Guarantor Company under this Section 704 subsection (c) shall survive the discharge payment in full of the Loans and the termination of the Commitments. If any Bank or the Agent determines it has received or been granted a refund, credit against, relief or remission for, or repayment of, any taxes paid or payable by it because of any U.S. Taxes paid by the Company and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such refund, credit, relief, remission or repayment, pay to the Company such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Company had not been required to make such deduction or withholding. Nothing in this Supplemental Indenture Agreement shall interfere with the right of each Bank and the payment of all amounts under Agent to arrange its tax affairs in whatever manner it deems fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with respect to the Guaranteesuch taxes.
Appears in 5 contracts
Samples: Unsecured Credit Agreement (Empire District Electric Co), Unsecured Credit Agreement (Empire District Electric Co), Unsecured Credit Agreement (Empire District Electric Co)
Payment of Additional Amounts. All payments made by the Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition pre−condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day 15−day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.
Appears in 4 contracts
Samples: Supplemental Indenture (Rogers Communications Inc), Tenth Supplemental Indenture (Rogers Communications Inc), Ninth Supplemental Indenture (Rogers Communications Inc)
Payment of Additional Amounts. (a) All payments made of principal and premium, if any, and interest and Additional Interest, if any, by the Issuer under this Indenture or by a Guarantor under or with respect to the Notes or the a Guarantee will shall be made free and clear of and without withholding or deduction for for, or on account of any present of, Canadian Taxes. In the event withholding or future Taxes, unless the Guarantor deduction for Canadian Taxes is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If thereof by the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guaranteerelevant governmental authority, the Guarantor Issuer or Guarantors, as the case may be, will pay as interest such Additional Amounts as may be necessary so in order that the net amount amounts received by each Holder in respect of a Beneficial Owner (including Additional Amounts) holder after such withholding or deduction will not be less than the amount the Holder which would have received been receivable in respect of the Notes in the absence of such Beneficial Owner if such Taxes had not been withheld withholding or deducted; provided deduction, except that no such Additional Amounts will shall be payable with respect to a payment made to a Holder holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) beneficial owner:
(i) with which whom the Company Issuer or the applicable Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of the making of such payment, ;
(ii) which who is subject to such Canadian Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than solely by reason of the acquisition or holder’s activity in connection with purchasing the Notes, the mere holding of Notes or the receipt of payments thereunder, ; or
(iii) which is subject to who could lawfully avoid (but has not so avoided) such Taxes withholding or deduction by reason complying, or procuring that any third party complies with, any statutory requirements or by making, or procuring that any third party make, a declaration of its failure to comply with any certification, identification, documentation non-residence or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition similar claim for exemption to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, any relevant tax authority.
(ivb) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable The Issuer or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The applicable Guarantor will also (i) shall make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Issuer shall furnish to the written request Trustee, within 30 days after the date the payment of a Holderany Canadian Taxes is due pursuant to applicable law, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing that such payment by has been made or other evidence of such payment satisfactory to the GuarantorTrustee. The Issuer or the applicable Guarantor will shall indemnify and hold harmless each Holder in respect holder of a Beneficial Owner Notes (other than an Excluded Holdera holder described under clauses (i), (ii) and, or (iii) of Section 4.07(a)) and upon written request of any Holder (other than an Excluded Holder) reimburse each such Holder holder for the amount of (ix) any such Canadian Taxes so levied or imposed and paid by such Holder holder as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authorityNotes or the Guarantee, on a timely basis, the full amounts required under applicable law; and (iiy) any such Canadian Taxes so levied or imposed and paid by such holder with respect to any reimbursement under the foregoing clause (i)x) above, so that the net amount received by but excluding any such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Canadian Taxes on such reimbursement had not been imposed. holder’s net income or capital.
(c) At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes is due and payable, if the Issuer or any Guarantor will be is obligated to pay Additional Amounts with respect to such payment, the Issuer or the applicable Guarantor will shall deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating and the amounts so payable payable, and certifying that the Issuer or one or both of the Guarantors, as applicable, will pay such deduction or withholding amount to the relevant taxing authority and will set forth such other information necessary to enable the Trustee, on behalf of Trustee or the Guarantor, Paying Agent to pay such Additional Amounts to Holders holders of the Notes on the such payment date. References in this Indenture to the payment of principal of, premium, interest or Additional Interest on any Note shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable.
(d) Each of the Issuer and the Guarantors agrees to indemnify the Trustee and the Paying Agents for, and to hold each harmless against, any loss, liability or expense reasonably incurred without willful misconduct or bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officers’ Certificate furnished pursuant to this Section 4.07 or any failure to furnish such a certificate.
(e) The obligations of the Guarantor under Issuer and the Guarantors pursuant to this Section 704 4.07 shall survive the termination or discharge and termination of this Supplemental Indenture and the Indenture, payment of all amounts under the Notes and/or resignation or with respect to removal of the GuaranteeTrustee or the Paying Agent.
Appears in 4 contracts
Samples: Indenture (Nortel Networks Corp), Indenture (Nortel Networks LTD), Indenture (Nortel Networks LTD)
Payment of Additional Amounts. All payments made by the (a) The Company or, if applicable, each Guarantor under or with respect (pursuant to the Notes terms of the applicable Guarantee) (each, a “Payor”) will make all payments of, or in respect of, principal, premium (if any) and interest on the Guarantee will be made Notes, or any payment pursuant to the Guarantees, as the case may be, free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest, and other liabilities related thereto) whatsoever imposed, assessed, levied or collected (“Taxes”) by or for the account of Bermuda, the United Kingdom or any other jurisdiction in which the Company or any Guarantor is organized, or resident for tax purposes, engaged in business for tax purposes or through which payment is made (or any political subdivision thereof or any authority thereof having the power to tax) (a “Relevant Taxing Jurisdiction”), unless the Guarantor such withholding or deduction is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. .
(b) If the Guarantor a Payor is so required by a Relevant Taxing Jurisdiction to deduct or withhold or deduct any amount for or on account of Taxes from any payment made under of principal, premium (if any) and interest on the Notes, or with respect any payments pursuant to the Notes or Guarantees, as the Guaranteecase may be, the Guarantor such Payor will pay as interest (together with such payments) such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner such payments by the holder of such Note, after such deduction or withholding (including any such deduction or withholding in respect of such Additional Amounts) after such withholding or deduction will not be less than the amount the Holder such holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided provided, however, that no a Payor shall not be required to pay any Additional Amounts will be payable with respect to Amount for or on account of:
(1) any Taxes that would not have been so imposed, assessed, levied or collected but for the fact that the holder or beneficial owner of the applicable Note or Guarantee (or a payment made to a Holder in respect fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a Beneficial Owner power over, such holder, if such holder is an estate, trust, partnership or corporation) is or has been a domiciliary, national or resident of, or engaging or having been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically present in, a Relevant Taxing Jurisdiction or otherwise having or having had some connection with a Relevant Taxing Jurisdiction other than the holding or ownership of, or the collection of principal of, and premium (eachif any) or interest on, an “Excluded Holder” for purposes of this Section 704) (i) with which a Note or the Company does not deal at arm’s length (within the meaning enforcement of the Income Tax Act applicable Guarantee, as the case may be;
(Canada)2) at any Taxes that would not have been so imposed, assessed, levied or collected but for the time of making such fact that, where presentation is required in order to receive payment, (ii) which is subject to such Taxes by reason of its being connected with Canada the applicable Note or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are Guarantee was presented for payment more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly was provided for, whichever is later (except to the extent that the Holder holder or beneficial owner thereof would have been entitled to such Additional Amounts had the Notes applicable Note or Guarantee been presented for payment on any day during such 30 day period;
(3) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes;
(4) any Taxes that are payable otherwise than by deduction or withholding from payments on or in respect of the last day applicable Note or Guarantee;
(5) any Taxes that would not have been so imposed, assessed, levied or collected but for the failure by the holder or the beneficial owner of the applicable Note or Guarantee to comply with a written request addressed to the holders (A) to provide any certification, identification, information, documents or other evidence concerning the nationality, residence or identity of the holder or the beneficial owner or its connection with the Relevant Taxing Jurisdiction or (B) to make any valid or timely declaration or claim or satisfy any other reporting, information or procedural requirements relating to such matters if, in either case, compliance is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction as a condition to relief or exemption from such Taxes;
(6) any deduction or withholding arising on or in connection with FATCA; and
(7) any combination of the Taxes described in (1) through (6) above.
(c) In addition, Additional Amounts shall not be paid with respect to any payment of the principal of, or any interest on, any of the applicable Notes or Guarantees to any holder of the applicable Notes or Guarantees that is a fiduciary, a partnership, a limited liability company or any person other than the sole beneficial owner of such 15-day period) or (v) payment to the extent such payment would be required by the laws of a Relevant Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary, a member of such partnership, an interest holder in such limited liability company or a beneficial owner that would not have been entitled to such withholding is imposed on a payment to a Holder amounts had such beneficiary, settlor, member, interest holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on beneficial owner been the taxation holder of savings the relevant Notes or any law implementing or complying with, or introduced in order to conform to, such Directive. Guarantees.
(d) The Guarantor will also Payor shall (i) make such any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority Relevant Taxing Jurisdiction in accordance with applicable law. Upon The Payor shall use reasonable efforts to obtain certified copies of tax receipts or such other reasonable evidence of the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor shall furnish to the Trustee (or to a holder upon written request), within a reasonable time after the date of the payment of any Taxes so deducted or withheld is made, such certified copies or proof of payment. The Payor shall attach a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy or other proof of payment was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspecting during ordinary business hours at the office of the Trustee by the holders of the Notes upon written request and will be made available at the offices of a Holder, the Guarantor will furnish, as Paying Agent.
(e) As soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each Record Date preceding the related Interest Payment Date and each date on which any other payment under or with respect to the Notes or the Guarantee of the Guarantor thereof is due and payable, if the Guarantor will Payor shall be obligated to pay Additional Amounts with respect to such payment, the Guarantor will Payor shall deliver to the Trustee an Officers’ Officer’s Certificate stating the fact that such Additional Amounts will shall be payable, stating the amounts so payable and will set forth shall furnish such other information necessary to enable the Trustee, on behalf of the Guarantor, Paying Agent to pay such Additional Amounts to Holders holders on the payment date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officer’s Certificate addressing such matters. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. Such Officer’s Certificate may be forwarded by the Trustee to the registered holder and also upon written request to any holder.
(f) Unless otherwise stated in the Indenture, references in any context to the payment of principal of, and any premium or interest on, any Note, other payment on or with respect to the Notes or any payment pursuant to the Guarantees, shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(g) The obligations Payor shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery, registration or enforcement following the occurrence of any event of default of any Notes or any other document or instrument referred to therein. For the avoidance of doubt, no Payor shall be responsible for the payment or other discharge of such taxes, charges, or levies that arise as a result of, or in connection with, any transfer, assignment or the disposition of the Guarantor under this Section 704 Notes (or any rights attaching thereto) by any holder.
(h) The foregoing obligations shall survive the any termination, defeasance or discharge and termination of this Supplemental Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or any political subdivision thereof or any authority thereof or therein having the payment of all amounts under or with respect power to the Guaranteetax.
Appears in 4 contracts
Samples: Fourth Supplemental Indenture (IHS Markit Ltd.), Third Supplemental Indenture (IHS Markit Ltd.), Second Supplemental Indenture (IHS Markit Ltd.)
Payment of Additional Amounts. All The Company shall make all payments made by the Guarantor under or with of principal and interest in respect to of the Notes or the Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future Taxestaxes, unless the Guarantor is required to withhold duties, assessments or deduct Taxes by law governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the interpretation United Kingdom or administration thereof. If the Guarantor is so required any political subdivision or any authority thereof or therein having power to withhold or deduct any amount for or on account of Taxes from any payment made under or tax (“Taxes”) with respect to payments of interest and principal on the Notes, unless such withholding or deduction is required by law; provided, however, that if the law of the United Kingdom should require that any payments in respect of the Notes of a series be subject to withholding or the Guaranteededuction with respect to any Taxes imposed or levied by, or on behalf of, such jurisdiction or any authority therein or thereof having power to tax, the Guarantor will Company shall, to the fullest extent then permitted by law, pay as interest such Additional Amounts additional amounts as may be necessary so in order that the net amount amounts received by each a Holder in respect of a Beneficial Owner (including Additional Amounts) Notes of such series after such withholding or deduction will not be less than shall equal the amount the Holder respective amounts of principal and interest, if any, that would otherwise have received been receivable in respect of the Notes of such Beneficial Owner if series in the absence of such Taxes had not been withheld withholding or deducteddeduction (the “Additional Amounts”); provided except that no such Additional Amounts will shall be payable with respect to a payment made to any Note of such series presented for payment:
(a) by or on behalf of a Holder of a Note (including a beneficial owner) who is liable for such Taxes in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Note by reason of its being connected such Holder having some connection with Canada or any province or territory thereof otherwise the United Kingdom other than by the acquisition or mere holding of Notes such Note;
(b) where such withholding or deduction could have been avoided by the receipt Holder making a declaration of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation non-residence or other reporting requirements if compliance is required by law, regulation, administrative practice similar claim for exemption to any authority of or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate United Kingdom;
(c) where (in the case of deduction a payment of principal or withholding of, such Taxes, (ivinterest on final redemption) if the Notes are presented relevant Note is surrendered for payment more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Amounts if such Holder had surrendered the Notes been presented relevant Note on the last day of such 15-day periodperiod of 30 days;
(d) or (v) to the extent that where such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual and is required to be made pursuant to European Union the Savings Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also ;
(ie) make where such taxes, duties, assessments or governmental charges in respect of such Note are estate, inheritance, gift, excise, sales, transfer, personal property or similar tax; or
(f) where the relevant Note is surrendered for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction and (ii) remit by presenting the full amount deducted relevant Note to another Paying Agent in a member state of the European Union. If the Company, or withheld its successor, becomes subject at any time to any taxing jurisdiction other than the United Kingdom, references in this Section to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed United Kingdom with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not Additional Amounts shall be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect construed as references to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth United Kingdom and/or such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guaranteesuccessor jurisdiction.
Appears in 3 contracts
Samples: Indenture (Pearson PLC), Indenture (Pearson PLC), Indenture (Pearson PLC)
Payment of Additional Amounts. All payments made by the Guarantor under or with Company in respect to the Notes or the Guarantee will of any Debt Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature, including penalties, interest and any other liabilities related thereto, imposed or levied by or on behalf of Argentina or any political subdivision or authority thereof or therein having power to tax ("Taxes"), unless the Guarantor is required to withhold or deduct Taxes we are compelled by law to deduct or by the interpretation or administration thereofwithhold such Taxes. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeIn such event, the Guarantor will Company shall pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so to ensure that the net amount amounts received by each Holder in respect Holders of a Beneficial Owner (including Additional Amounts) such Debt Securities after such withholding or deduction will not be less than of Taxes shall equal the amount the Holder respective amounts of principal and interest that would have received been receivable in respect of the such Beneficial Owner if Debt Securities in the absence of such Taxes had not been withheld withholding or deducted; provided deduction, except that no such Additional Amounts will shall be payable with respect to a payment made to a Holder in respect of a Beneficial Owner any Debt Securities
(each, an “Excluded Holder” a) presented for purposes payment of this Section 704) principal more than 30 days after the later of (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes first became due and (ii) if the full amount payable has not been received in New York City by the Trustee on or prior to such date, the date on which payment thereof is duly provided forwhich, whichever is later (the full amount having been so received, notice to that effect shall have been given to such Holders by the Trustee, except to the extent that the such Holder would have been entitled to such Additional Amounts had the Notes been presented on presenting such Debt Securities for payment on the last day of such 15the applicable 30-day period, (b) if any Taxes are imposed or withheld by reason of the failure to comply by the Holder or beneficial owner with a timely request of us addressed to such Holder to provide information, documents or other evidence concerning the nationality, residence, identity or connection with Argentina of such Holder or beneficial owner which is required by a statute, treaty, regulation or administrative practice of Argentina as a precondition to exemption from all or part of such Taxes, (c) held by or on behalf of such Holder or beneficial owner who is liable for Taxes in respect of such Debt Securities by reason of having some connection with Argentina (or any political subdivision or authority thereof) other than the mere purchase, holding or disposition of any such Debt Securities, or the receipt of principal or interest in respect thereof, or (d) any combination of (a), (b) or (v) c), nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Debt Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settler or beneficial owner would not have been entitled to any Additional Amounts had such withholding is imposed on a payment to a Holder beneficiary or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on settler or beneficial owner been the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such DirectiveHolder. The Guarantor Company will also (ix) make such withholding or deduction compelled by applicable law and (iiy) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor The Company will furnish, as soon as reasonably practicable, to such Holder certified furnish copies of tax receipts evidencing such the payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied deducted or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver withheld to the Trustee an Officers’ Certificate stating within 60 days after the fact that date of such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment datewithholding or deduction. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect Trustee will make such evidence available to the Guaranteeany Holders upon request.
Appears in 3 contracts
Samples: Indenture (Autopistas Del Sol Sa), Indenture (Autopistas Del Sol Sa), Indenture (Autopistas Del Sol Sa)
Payment of Additional Amounts. All adjustments, payments or transfers made by the Guarantor Company under or with respect to the Notes Debenture (including, but not limited to, the redemption or conversion thereof or as a result of any adjustment to the Guarantee Conversion Price), or delivery of Common Shares (including cash in lieu of fractional shares) made by or on behalf of the Company will be made free and clear of and without withholding or deduction for or on account of any present or future Canadian Taxes and US Taxes, unless the Guarantor Company is required to withhold or deduct Canadian Taxes or US Taxes by law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Canadian Taxes or US Taxes from any payment or transfer made under or with respect to the Notes or the GuaranteeDebentures (including, but not limited to, the Guarantor redemption or conversion thereof or as a result of any adjustment to the Conversion Price), the Company will pay as additional interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each the Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including with respect to Additional Amounts) will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Canadian Taxes or US Taxes, as the case may be, had not been withheld or deducteddeducted (a similar payment will also be made to the Holder if the Holder is exempt from withholding but is required to pay tax directly on amounts otherwise subject to withholding); provided provided, however, that no Additional Amounts related to Canadian Taxes will be payable with respect to a payment made to a the Holder (an "Excluded Holder") in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) the beneficial owner thereof (i) with which if the Company does not deal at arm’s 's length (within the meaning for purposes of the Income Tax Act (Canada)Act) with the Holder at the time of the making of such payment, (ii) which if the Holder is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirements requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, Canadian Taxes or (iviii) if which payment is subject to such Canadian Taxes by reason of the Notes are presented for payment more Holder carrying on business in or being connected with Canada or any province or territory thereof otherwise than 15 days after by the date on which such payment or such Notes became due and payable mere holding of Debentures or the date on which receipt of payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directivethereunder. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. Upon The Company will pay all taxes, interest penalties, liabilities or other amounts due of the written request Company or the Holder which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holder, within 30 days after the Guarantor will furnishdate the payment of any Canadian Taxes or US Taxes is due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeCompany.
Appears in 3 contracts
Samples: Convertible Subordinated Debenture (Hub International LTD), Convertible Subordinated Debenture (Hub International LTD), Debenture (Hub International LTD)
Payment of Additional Amounts. All payments made by the Guarantor under or with respect to The principal of and interest on the Notes or the Guarantee will be made free and clear of and paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without withholding or deduction for for, or on account of of, any present or future Taxestaxes, unless duties, assessments or charges of whatsoever nature, imposed or levied by or within Canada, or any province, territory, political subdivision or taxing authority therein or thereof or any authority or agency therein or thereof having power to tax. If as a result of any change in, or amendment to, or in the Guarantor official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes duties from any payment made payments due under or with respect the Notes, Québec will, subject to its redemption rights, pay such additional amounts (the Notes or the Guarantee, the Guarantor will pay as interest such “Additional Amounts Amounts”) as may be necessary so in order that the net amount received amounts receivable by each Holder in respect of a Beneficial Owner (including Additional Amounts) the holder after such withholding or deduction will not be less than shall equal the amount the Holder respective amounts of principal or interest which would have received been receivable in respect of the Notes in the absence of such withholding or deduction. Québec shall not, however, be obliged to pay such Additional Amount (i) to, or to a third party on behalf of, a holder who is liable to such taxes, duties, assessments or charges in respect of such Beneficial Owner if Note by reason of that person having some connection with Canada other than the mere holding or use outside Canada, or ownership as a non-resident of Canada, of such Taxes had not been withheld Note; or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 thirty days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Relevant Date (as defined below) except to the extent that the Holder holder thereof would have been entitled to such Additional Amounts had on presenting the Notes been presented same for payment on the last day of or before such 15-day period) thirtieth day; or (viii) to the extent that where such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual and is required to be made pursuant to European Union Council Directive 2003/48/EC on the taxation of savings or any other law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also ; or (iiv) make presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction and (ii) remit the full amount deducted or withheld to by presenting the relevant authority Note to another paying agent in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure Member State of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposedEuropean Union. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.“
Appears in 3 contracts
Samples: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)
Payment of Additional Amounts. All Unless otherwise required by Canadian law, neither the Partnership nor any Guarantor will deduct or withhold from payments made by the Guarantor under or with respect to the Notes Debt Securities or the any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless . In the event that either the Partnership or a Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of any Taxes due from any payment made under or with respect to the Notes Debt Securities or the a Guarantee, as the Guarantor case may be, the Partnership or such Guarantor, as the case may be, will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction Debt Securities will not be less than equal the amount that the Holder would have received in respect of such Beneficial Owner if such the Taxes had not been required to be withheld or deducted; provided provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (eachA) who, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company insofar as Canadian Taxes are relevant, does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at with the time Partnership or such Guarantor or (B) to the extent: (i) that any Taxes would not have been so imposed but for the existence of making such payment, (ii) which is subject to such Taxes by reason of its being connected with any present or former connection between the Holder and Canada or any province or territory thereof otherwise of Canada, other than by the acquisition mere receipt of the payment, the acquisition, ownership or mere holding disposition of Notes such Debt Securities or the receipt exercise or enforcement of payments thereunderrights under the Debt Securities, any Guarantee or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Debt Securities, except as described below or as otherwise provided in this Indenture; (iii) which is subject to that any such Taxes by reason would not have been imposed but for the presentation of its failure to comply with any certificationthe Debt Securities, identificationwhere presentation is required, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment on a date more than 15 30 days after the date on which such the payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts had the Notes Debt Securities been presented for payment on the last day of any date during such 1530-day period) ; or (viv) that the Holder would not be liable or subject to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the first payment with respect to which the Partnership or any Guarantor shall apply this clause (iv), the Partnership or such Guarantor shall have notified all Holders of the Debt Securities in writing that they shall be required to provide this declaration or claim. The Partnership and any Guarantor shall also: (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Debt Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Partnership or such Guarantor and, notwithstanding the Partnership’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. The In addition, the Partnership or any Guarantor will indemnify pay any stamp, issue, registration, documentary or other similar taxes and hold harmless each Holder duties, including interest, penalties and additional amounts with respect thereto, payable in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of Canada or any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied political subdivision or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed taxing authority thereof with respect to the creation, issue, offering, enforcement, redemption or retirement of the Debt Securities or any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposedGuarantee. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Debt Securities is due and payable, if the Partnership or any Guarantor will be becomes obligated to pay Additional Amounts with respect to such payment, the Guarantor will Partnership (or in respect of any Guarantee, the relevant Guarantor) shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information as is necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal of, premium, if any, or interest or any other amount payable on or with respect to any of the Debt Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.06 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.06, and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Partnership and any Guarantor under this Section 704 4.06 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to this Indenture and the GuaranteeDebt Securities. The preceding provisions of this Section 4.06 shall apply only at and during such time as either the Partnership or any Guarantor is organized under the laws of Canada or a province thereof.
Appears in 3 contracts
Samples: Indenture (ONEOK Partners LP), Indenture (ONEOK Partners LP), Indenture (ONEOK Partners LP)
Payment of Additional Amounts. All payments made by or on behalf of the Guarantor Company under or with respect to the Notes or the Guarantee Securities will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless the Guarantor Company or other payer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor Company or other payer is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company or other payer will pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; , provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner beneficial owner of Securities (each, an “"Excluded Holder” for purposes of this Section 704") (i) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with any connection between such beneficial owner and Canada or any province or territory thereof otherwise other than by the acquisition or mere holding of Notes Securities or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required by applicable law. Upon The Company will furnish to the written request Holders of a Holderthe Securities, within 30 days after the Guarantor will furnishdate the payment of any Taxes is due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an all Excluded HolderHolders) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so not withheld or deducted by the Company and levied or imposed and paid by such Holder or beneficial owner as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authoritySecurities, on a timely basis, the full amounts required under applicable law; and (ii) any such liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause clauses (i)) or (ii) above. Holders shall be required to complete and file any applicable forms with, so that or provide certification to, the net amount received relevant tax authorities as requested by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposedCompany. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Guarantor Company is aware that it will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Company will deliver to the Trustee Trustees an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, Trustees to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts principal (and premium, if any), interest or any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the Guaranteepayment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The foregoing provisions shall survive any defeasance or termination of obligations pursuant to this Indenture or any termination of this Indenture.
Appears in 3 contracts
Samples: Indenture (Intrawest Corp), Indenture (Intrawest Corp), Indenture (Intrawest Corp)
Payment of Additional Amounts. All payments made by the Guarantor under or with respect to The principal of and interest on the Notes or the Guarantee will be made free and clear of and paid to any holder, who as to Canada or any province, political subdivision or taxing authority therein or thereof is a non-resident, without withholding or deduction for or on account of any present taxes or future Taxesduties of whatsoever nature, unless imposed or levied by or within Canada, or any province, political subdivision or taxing authority therein or thereof. If as a result of any change in, or amendment to, or in the Guarantor official application of, the laws of Canada or the regulations of any taxing authority therein or thereof or any change in, or in the official application of, or execution of, or amendment to, any treaty or treaties affecting taxation to which Canada is a party, Québec shall be required to withhold any taxes or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes duties from any payment made payments due under or with respect to the Notes or the GuaranteeNotes, the Guarantor Québec will pay as interest such additional amounts (the "Additional Amounts Amounts") as may be necessary so in order that every net payment of the net amount received by each Holder in respect principal of a Beneficial Owner (including Additional Amounts) after and interest on the Notes to any such withholding or deduction holder will be not be less than the amount provided for in the Holder would have received in respect of Notes. Québec shall not, however, be obliged to pay such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect on account of any such taxes or duties to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which any holder is subject to such Taxes otherwise than by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding his ownership of Notes or the receipt of payments thereunder, (iii) income therefrom or which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty become payable as a pre-condition to exemption from, or a reduction in the rate result of deduction or withholding of, such Taxes, (iv) if the Notes are any Note being presented for payment on a date more than 15 ten days after the date on which such payment or such Notes became the same becomes due and payable payable, or the date on which payment thereof is duly provided for, whichever is later (except later. In addition, Québec also shall not be obligated to the extent that the Holder would have been entitled to such pay any Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that where such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual and is required to be made pursuant to European Union Directive 2003/48/EC on or any Directive implementing the agreement of the ECOFIN Council meeting of June 3, 2003 regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make Directive or presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction and (ii) remit the full amount deducted or withheld to by presenting the relevant authority Note to another Paying Agent in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure Member State of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeEU.
Appears in 2 contracts
Samples: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)
Payment of Additional Amounts. All Unless otherwise required by Bermudan law, neither the Company nor the Guarantor will deduct or withhold from payments made by the Guarantor under or with respect to the Notes or Securities and the Guarantee will be made free and clear of and without withholding or deduction for or Guarantees on account of any present or future Taxes, unless . In the event that either the Company or the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of any Taxes due from any payment made under or with respect to the Notes Securities or the GuaranteeGuarantees, as the case may be, the Guarantor Company or the Guarantor, as the case may be, will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction Securities will not be less than equal the amount that the Holder would have received in respect of such Beneficial Owner if such the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704”) to the extent: (i) with which that any Taxes would not have been so imposed but for the Company does not deal at arm’s length (within existence of any present or former connection between the meaning Holder and Bermuda, other than the mere receipt of the Income Tax Act (Canada)) at the time of making such payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this Indenture; (ii) which is subject of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to such Taxes by reason of its being connected with Canada the Securities or any province or territory thereof otherwise other Taxes payable other than by the acquisition withholding or mere holding of Notes deduction, except as described below or the receipt of payments thereunder, as otherwise provided in this Indenture; (iii) which is subject to that any such Taxes by reason would not have been imposed but for the presentation of its failure to comply with any certificationthe Securities, identificationwhere presentation is required, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment on a date more than 15 30 days after the date on which such the payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts had the Notes Securities been presented for payment on the last day of any date during such 1530-day period) ; or (viv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the extent first payment with respect to which the Company or the Guarantor shall apply this clause (iv), the Company or the Guarantor shall have notified all Holders of the Securities in writing that such withholding is imposed on a payment they shall be required to a Holder provide this declaration or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directiveclaim. The Company and the Guarantor will shall also (i) make withhold or deduct such withholding or deduction and Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the Company’s or the Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. The In addition, the Company or the Guarantor will indemnify pay any stamp, issue, registration, documentary or other similar taxes and hold harmless each Holder duties, including interest, penalties and additional amounts with respect thereto, payable in respect Bermuda or the United States, or any political subdivision or taxing authority of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for or in the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed foregoing with respect to any reimbursement under the foregoing clause (i)creation, so that issue, offering, enforcement, redemption or retirement of the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposedSecurities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Company or the Guarantor will be becomes obligated to pay Additional Amounts with respect to such payment, the Guarantor will Company (or in respect of the Guarantees, the Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating and the amounts so payable and will set forth such other information as is necessary to enable the Trustee, on behalf of Trustee or the Guarantor, Paying Agent to pay such Additional Amounts to the Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts under principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest) or any other amount payable on or with respect to any of the GuaranteeSecurities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).
Appears in 2 contracts
Samples: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Payment of Additional Amounts. All (a) The Company is required by Mexican law to deduct and to withhold certain Taxes from payments made by the Guarantor under or with respect of interest and amounts deemed interest to investors who are not residents of Mexico for tax purposes, and shall pay to any Holder such additional amounts ("Additional Amounts") on those payments to the Notes extent described in this Section 3.13. To the extent Taxes imposed by Mexico or the Guarantee will be made free and clear of and without withholding any political subdivision or deduction for taxing authority thereof or on account of any present or future therein ("Mexican Taxes, unless the Guarantor is ") are required to withhold be withheld or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes deducted from any payment made under or with respect to the Notes or the Guaranteesuch payment, the Guarantor will Company shall pay as interest such Additional Amounts as may be necessary so to ensure that the net amount actually received by each such Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than is equal to the amount that the Holder would have received had no such withholding or deduction been required, provided, however, that no such Additional Amounts shall be payable in respect of any such Beneficial Owner if such Mexican Taxes had not been required to be deducted, withheld or deducted; provided that no otherwise imposed above the amount resulting from a withholding tax rate in Mexico of 4.9% (resulting in a maximum applicable gross-up of approximately 5.1525% of the stated amount of the relevant payment). Any reference in this Indenture or the Notes to principal, premium, interest or any other amount payable in respect of the Notes by the Company shall be deemed also to refer to any Additional Amounts will that may be payable with respect to a payment made such amounts under the obligations referred to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 7043.13.
(b) The Company shall not pay Additional Amounts to any Holder for or on account of any of the following:
(i) with which the Company does not deal at arm’s length (within the meaning any Taxes imposed solely because of the Income Tax Act existence of any present or former connection between such Holder and Mexico (Canadaother than the mere receipt of a payment or the ownership or holding of a Note)) at the time of making such payment, ;
(ii) which is subject any estate, inheritance, gift, sales, transfer or similar tax, assessment or other governmental charge imposed with respect to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, Notes;
(iii) which is subject to such any Taxes by reason of its failure imposed solely because the Holder or any other Person fails to comply with any certification, identification, information, documentation or other reporting requirements requirement if (1) such compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of of, deduction or withholding ofof any Taxes for which the Company is required to pay Additional Amounts and (2) at least 30 days prior to the first Interest Payment Date or Change of Control Payment Date with respect to which the Company shall apply this clause (iii), the Company shall have notified the Holder that the Holder shall be required to comply with such Taxes, requirement;
(iv) if any Taxes that are payable otherwise than by deduction or withholding from payments on the Notes are Notes;
(v) any Taxes with respect to such Note presented for payment more than 15 30 days after the date on which such the payment or such Notes became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is later (occurs later, except to the extent that the Holder Holders of such Note would have been entitled to such Additional Amounts had the Notes been presented on the last day of presenting such 15Note for payment on any date during such 30-day period; and
(vi) any payment on the Note to a Holder that is a fiduciary or (v) partnership or a person other than the sole beneficial owner of any such payment, to the extent that such withholding is imposed on a payment to a Holder beneficiary or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed settlor with respect to any reimbursement under such fiduciary, a member of such a partnership or the foregoing clause (i), so that beneficial owner of the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement payment would not be less than have been entitled to the net amount such Holder would have received in respect Additional Amounts had the beneficiary, settlor, member or beneficial owner been the Holder.
(c) Upon request, the Company shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes deducted or withheld. The Company shall make copies of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior documentation available to each date on which any payment under the Holders or the Paying Agent upon request.
(d) In the event that Additional Amounts actually paid with respect to the Guarantee Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the Guarantor appropriate rate applicable to the Holder of such Notes, and, as a result thereof, such Holder is due entitled to make a claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and payabletransferred all right, if title and interest to any such claim for a refund or credit of such excess to the Guarantor will Company. However, by making such assignment, the Holder makes no representation or warranty that the Company shall be obligated entitled to pay Additional Amounts receive such claim for a refund or credit and Incurs no other obligation with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information thereto (including Incurring any expenses whatsoever necessary to enable obtain such refund).
(e) In the Trusteeevent of any merger or other transaction described and permitted under Article IV that results in a Surviving Entity that is a U.S. or E.U. Country Person, on behalf of the Guarantorthen all references to Mexico, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor Mexican law or regulations, and Mexican taxing authorities under this Section 704 3.13 shall survive be deemed to also include the discharge United States or relevant E.U. Country, as the case may be, and termination any political subdivision therein or thereof, United States or relevant E.U. Country law or regulations, and any taxing authority of this Supplemental Indenture and the payment of all amounts under United States or with respect to the Guaranteerelevant E.U. Country or any political subdivision therein or thereof, respectively.
Appears in 2 contracts
Samples: Indenture (Grupo Iusacell Sa De Cv), Indenture (Grupo Iusacell Sa De Cv)
Payment of Additional Amounts. (a) All payments made by of principal, premium and interest in respect of the Guarantor under or with respect to the Notes or the Guarantee will Securities shall be made free and clear of and without after withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any authority therein or thereof having power to tax (“Mexican Taxes”). In the event of any withholding or deduction for any Mexican Taxes, unless the Guarantor is required to withhold or deduct Taxes by law or Company shall pay such additional amounts (“Additional Amounts”) as will result in receipt by the interpretation or administration thereof. If Holders of Securities on the Guarantor is so required to withhold or deduct any amount for or on account respective due dates of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay such amounts as interest such Additional Amounts as may be necessary so that the net amount would have been received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after them had no such withholding or deduction will not be less than the amount the Holder would have received (including for any Mexican Taxes payable in respect of such Beneficial Owner if such Taxes had not Additional Amounts) been withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with respect to any payment on a payment made Security to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) the extent:
(i) with which that any such taxes, duties, assessments or other governmental charges would not have been imposed but for (A) a connection between the Company does not deal at arm’s length (within Holder and Mexico other than the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada ownership or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or such Security and the mere receipt of payments thereunder, (iii) which is subject with respect to such Taxes Security or (B) failure by reason of its failure the Holder or any other Person to comply with any certification, identification, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connection with Mexico of the Holder or any beneficial owner of such Security if compliance is required by law, regulation, administrative practice regulation or by an applicable income tax treaty to which Mexico is a party, as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, the tax, assessment or other governmental charge and we have given the Holders at least 30 days’ notice prior to the first payment date with respect to which such Taxescertification, identification or reporting requirement is required to the effect that Holders will be required to provide such information and identification;
(ivii) if the Notes are of any such taxes, duties, assessments or other governmental charges with respect to a Security presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is later (occurs later, except to the extent that the Holder of such Security would have been entitled to such Additional Amounts had the Notes been presented on the last day of presenting such Security for payment on any date during such 15-day period;
(iii) of estate, inheritance, gift or other similar taxes, assessments or other governmental charge imposed with respect to a Security;
(iv) any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on any series of Securities; and
(v) any payment on a Security to a Holder who is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such withholding is imposed fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of such Security. For purposes of the provisions described in Clause (i) above, the term “Holder” of any Security means the direct nominee of any beneficial owner of such Security, which holds such beneficial owner’s interest in such Security. Notwithstanding the foregoing, the limitations on a payment the Company’s obligation to pay Additional Amounts set forth in Clause (i)(B) above shall not apply if (a) the provision of information, documentation or other evidence described in such Clause (i)(B) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or Beneficial Owner who beneficial owner of a Security (taking into account any relevant differences between U.S. and Mexican law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including the United States—Mexico Income Tax Treaty), regulations (including proposed regulations) and administrative practice or (b) Rule 3.25.15 is an individual pursuant to European Union Directive 2003/48/EC on in effect, unless the taxation provision of savings the information, documentation or any law implementing other evidence described in such Clause (i)(B) is expressly required by statute, regulation, rule or complying with, or introduced administrative practice in order to conform toapply Rule 3.25.15 and the Company cannot obtain such information, documentation or other evidence on its own through reasonable diligence and the Company otherwise would meet the requirements for application of Rule 3.25.15. In addition, such DirectiveClause (i)(B) shall not be construed to require that a non-Mexican pension or retirement fund or a non-Mexican financial institution or any other Person register with the Ministry of Finance and Public Credit for the purpose of establishing eligibility for an exemption from or reduction of Mexican withholding tax. The Guarantor will also Company shall provide the Trustee with the xxxxxxxxxx or other relevant documentation, if any, (iwhich may consist of certified copies of such documentation) make satisfactory to the Trustee evidencing the payment of Mexican Taxes in respect of which the Company has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Securities or the Paying Agent, as applicable, upon request therefor. In respect of the Securities issued hereunder, at least 10 days’ prior to the first date of payment of interest on the Securities and at least 10 days’ prior to each date, if any, of payment of principal or interest thereafter if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company shall furnish the Trustee and each Paying Agent with an Officer’s Certificate instructing the Trustee and such Paying Agent as to whether such payment of principal of or any interest on such Securities shall be made without deduction or withholding for or on account of any tax, duty, assessment or other governmental charge. If any such deduction and (ii) remit or withholding shall be required by Mexico or under the full amount federal laws of the United States, then such certificate shall specify, by country, the amount, if any, required to be deducted or withheld on such payment to Holders of such Securities, and the Company shall pay or cause to be paid to the Trustee or such Paying Agent Additional Amounts, if any, required by this Section 1009. The Company agrees to indemnify the Trustee and each Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any Officer’s Certificate furnished pursuant to this Section 1009.
(b) The Company shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by Mexico or any other governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Securities.
(c) The Company shall provide each Paying Agent and any withholding agent under relevant authority in accordance tax regulations with applicable law. Upon copies of each certificate received by the written request Company from a Holder of a HolderSecurity pursuant to the text of such Security. Each such Paying Agent and withholding agent shall retain each such certificate received by it for as long as any Security is outstanding and in no event for less than four years after its receipt, and for such additional period thereafter, as set forth in an Officer’s Certificate, as such certificate may become material in the administration of applicable tax laws.
(d) In the event that Additional Amounts actually paid with respect to the Securities pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Securities, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Securities, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Guarantor will furnishHolder makes no representation or warranty that the Company shall be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.
(e) All references in this Indenture, as soon as reasonably practicableone or more supplemental indentures hereto, the Securities and the Guarantees to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder principal, premium, if any, interest or any other amount payable in respect of a Beneficial Owner (any Security shall be deemed to include all Additional Amounts, if any, payable in respect of such principal, premium, interest or other than an Excluded Holder) andamount payable, upon written request unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. All references in this Indenture, one or more supplemental indentures thereto, the Securities and the Guarantees to principal in respect of any Holder Security shall be deemed to mean and include any Redemption Price or Repurchase Price payable in respect of such Security pursuant to any redemption or repurchase right hereunder (other than an Excluded Holder) reimburse and all such Holder for references to the amount Stated Maturity of (i) any such Taxes so levied or imposed and paid by such Holder as a result the principal in respect of any failure of Security shall be deemed to mean and include the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed Redemption Date with respect to any reimbursement under such Redemption Price and the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or Repurchase Date with respect to the Guarantee of the Guarantor is due any such Repurchase Price), and payableall such references to principal, if the Guarantor will be obligated to pay premium, interest or Additional Amounts with shall be deemed to mean and include any amount payable in respect hereof pursuant to such paymentSection 1010, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf express mention of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under any Redemption Price or with respect to the GuaranteeRepurchase Price, or any such other amount in those provisions hereof where such express reference is not made.
Appears in 2 contracts
Samples: Indenture (America Movil Sa De Cv/), Indenture (Mobile Radio Dipsa)
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Convertible Debentures to the Notes or the Guarantee will Purchaser and each "qualified assignee" thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Debentures (i) the holders of the Convertible Debentures subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Convertible Debentures to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings;
(iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.6) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. Upon the written request A "qualified assignee" of a Holder, Purchaser is a Person that is organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) the United States or (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes so levied and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee's continued exemption from Taxes under applicable law.
(b) The Company shall forthwith pay any present or imposed future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and paid by such Holder levies hereinafter referred to as "Other Taxes") which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from Purchaser to a Person of any failure of the Guarantor to withholdSecurity.
(c) The Company shall indemnify Purchaser, deduct or remit to the relevant tax authorityqualified assignee, on a timely basis, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts required payable under applicable law; this Section 3.6) paid by Purchaser, or qualified assignee, and any liability (iiincluding penalties, interest and expenses) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date Purchaser or assignee makes written demand therefor. A certificate as to the Guarantee amount of such Taxes or Other Taxes submitted to the Company by Purchaser or assignee shall be conclusive evidence of the Guarantor is amount due and payable, if from the Guarantor will be obligated to pay Additional Amounts with respect Company to such paymentparty.
(d) Within 30 days after the date of any payment of Taxes, the Guarantor Company will deliver furnish to Purchaser the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf original or a certified copy of the Guarantor, to pay such Additional Amounts to Holders on the a receipt evidencing payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guaranteethereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Directplacement Inc), Securities Purchase Agreement (Directplacement Inc)
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee Securities will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “"Excluded Holder” for purposes of this Section 704") (i) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes Securities or the receipt of payments thereunderthereunder or the enforcement of rights with respect to the Collateral Documents, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes Securities are presented for payment more than 15 days after the date on which such payment or such Notes Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes Securities been presented on the last day of such 15-day period) or (viv) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a HolderHolder of Securities, the Guarantor Company will furnish, as soon as reasonably practicable, to such Holder of Securities certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than to the extent the Holder is an Excluded Holder) and, and upon written request of any Holder of Securities (other than to the extent the Holder is an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor Company to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner Xxxxxx after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Guarantor Company will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Company will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the GuarantorCompany, to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Change in Control Purchase Price, interest or any other amount payable under or with respect to any Security such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Guarantor Company under this Section 704 1013 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeSecurities.
Appears in 2 contracts
Samples: Indenture (Rogers Wireless Inc), Indenture (Rogers Wireless Inc)
Payment of Additional Amounts. All (a) The Company shall make all payments made by on the Guarantor under or with respect to the Notes or the Guarantee will be made Preference Shares free and clear of and without withholding or deduction for at source for, or on account of of, any present or future Taxestaxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, unless the Guarantor is such taxes, fees, duties, assessments or governmental charges are required to withhold be withheld or deduct Taxes deducted by law (x) the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by the interpretation or administration thereofa taxing authority in any Relevant Taxing Jurisdiction). If a withholding or deduction at source is required, the Guarantor is so required Company shall, subject to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect certain limitations and exceptions described below, pay to the Notes holders or beneficial owners of the Guarantee, Preference Shares such additional amounts (the Guarantor will pay as interest such “Additional Amounts Amounts”) as may be necessary so that every net payment made to such holders or beneficial owners, after the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will deduction, shall not be less than the amount the Holder would have received provided for in respect this Certificate of such Beneficial Owner if such Taxes had Designation to be then due and payable.
(b) The Company shall not been withheld or deducted; provided that no be required to pay any Additional Amounts will be payable with respect to a payment made to a Holder in respect for or on account of:
(1) any tax, fee, duty, assessment or governmental charge of a Beneficial Owner (each, an “Excluded Holder” whatever nature that would not have been imposed but for purposes of this Section 704) the fact that such holder or beneficial owner (i) was a resident, citizen, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Relevant Taxing Jurisdiction or otherwise had some connection with which the Company does not deal at arm’s length (within the meaning Relevant Taxing Jurisdiction other than by reason of the Income Tax Act (Canada)) at the time mere ownership of, or receipt of making payment under, such payment, Preference Shares or (ii) which presented, where presentation is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding ofrequired, such Taxes, (iv) if the Notes are presented Preference Shares for payment more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forRelevant Date, whichever is later (except to the extent that the Holder holder or beneficial owner would have been entitled to such Additional Amounts if it had the Notes been presented such Preference Shares for payment on the last any day of such 15within that 30-day period;
(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, fee, duty, assessment or other governmental charge;
(v3) to the extent any tax, fee, duty, assessment or other governmental charge that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such payable otherwise than by withholding or deduction from payment on the Preference Shares;
(4) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or beneficial owner of such Preference Shares to comply with any reasonable request by the Company addressed to the holder within ninety (90) days of such request (a) to provide information concerning the nationality, citizenship, residence or identity of the holder or beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge;
(5) any taxes, duties, assessments or governmental charges required to be withheld or deducted under Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (or any United States Treasury Regulations or other administrative guidance thereunder); or
(6) any combination of items (1), (2), (3), (4) and (ii5).
(c) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would Company shall not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to any payment on any such paymentPreference Shares to any holder or beneficial owner who is a fiduciary, partnership, limited liability company or other pass-through entity or a person other than the Guarantor will deliver sole beneficial owner of such Preference Shares if such payment would be required by the laws of the Relevant Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or other pass-through entity or a beneficial owner to the Trustee an Officers’ Certificate stating the fact that extent such beneficiary, settlor, member or beneficial owner would not have been entitled to such Additional Amounts will be payablehad it been the holder or beneficial owner of the Preference Shares.
(d) If a payment on the Preference Shares is subject to withholding or deduction for, stating the amounts so payable and will set forth such or on account of, any taxes or other information necessary to enable the Trustee, governmental charges imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, the Guarantor, Company shall pay the taxes or other governmental charges to the Relevant Taxing Jurisdiction in accordance with applicable law and furnish to the dividend disbursing agent certified copies of tax receipts (or other evidence of payment reasonably satisfactory to the dividend disbursing agent) evidencing payment of the taxes or other governmental charges. Copies of such documentation will be made available by the dividend disbursing agent to holders of the Preference Shares upon written request.
(e) The requirement to pay such Additional Amounts shall apply to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guaranteeany Successor Corporation.
Appears in 2 contracts
Samples: Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD)
Payment of Additional Amounts. (a) All payments made by the Guarantor under Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or with respect to the Notes or the Guarantee otherwise) will be made free and clear of of, and without withholding or deduction for or on account of any present Taxes imposed, levied, collected, withheld or future Taxesassessed by or on behalf of any Taxing Jurisdiction, unless the Guarantor such withholding or deduction is so required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant Governmental Authority. If the Guarantor any such withholding or deduction is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guaranteerequired, the Guarantor Corporation will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect holder of a Beneficial Owner (including Additional Amounts) Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the Holder holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Holder Debentureholder for or in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) of:
(i) Taxes that would not have been imposed:
(A) but for the existence of any present or former connection between the holder or Beneficial Owner of Debentures and the jurisdiction imposing such tax (including without limitation, by virtue of the holder or Beneficial Owner carrying on a business or having a place of business in such jurisdiction), other than merely holding or ownership of such Debenture; or
(B) if the Debentures are held in definitive registered form (“Definitive Registered Debentures”) and the presentation of Definitive Registered Debentures (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was provided for, whichever is later, except for Additional Amounts with which respect to Taxes that would have been imposed had the Company does holder presented the Debenture for payment within such 30-day period; or
(C) but for the holder or Beneficial Owner not deal dealing at arm’s length (length, within the meaning of the Income Tax Act (Canada)) Act, with the Corporation at the relevant time (other than merely as a result of making such payment, purchasing and holding a Debenture);
(ii) which is subject to such Taxes any estate, inheritance, gift, sales, transfer, personal property or similar Tax; or
(iii) any Taxes, deduction or withholding imposed by reason of its being connected with Canada the failure of the holder or any province or territory thereof otherwise than by the acquisition or mere holding Beneficial Owner of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure a Debenture to comply with any certification, identification, documentation information or other reporting requirements if such compliance is required or imposed by lawa statute, regulation, treaty or regulation or administrative practice or an applicable treaty of the relevant Taxing Jurisdiction as a pre-condition precondition to exemption from, from or a reduction in the rate all or part of deduction or withholding of, such Taxes, deduction or withholding.
(ivb) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that If any such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on so required, the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Corporation will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Corporation will make reasonable efforts to obtain certified copies of tax receipts evidencing the written request payment of a Holderany Taxes so deducted or withheld from the relevant taxing authority. The Corporation will furnish to the holders of the Debentures, within 60 days after the Guarantor will furnishdate the payment of any Taxes so deducted or withheld is due pursuant to applicable law or the interpretation or administration thereof, as soon as reasonably practicable, to such Holder either certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (or, if such receipts are not obtainable, other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect evidence of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. payments.
(c) At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Debentures is due and payable, if the Guarantor Corporation will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Corporation will deliver to the Trustee an Officers’ Officer’s Certificate stating the fact that such Additional Amounts will be payable, stating payable and the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, paying agent to pay such Additional Amounts to Holders the holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts based upon the principal of, premium, if any, interest or any other amount payable under or with respect to any Debenture, such mention will be deemed to include mention of the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(d) The Corporation will pay any stamp, issue, registration, documentary, value added or other similar Taxes and other duties (including interest and penalties) payable in Canada (or any political subdivision or taxing authority thereof), in respect of the creation, issue, offering, execution or enforcement of the Debentures, or any documentation with respect thereto.
(e) Notwithstanding anything in this Indenture to the contrary, the covenants and provisions of this 2.11 shall survive any termination or discharge of this Indenture, and the repayment or conversion of all or any of the Debentures, and shall remain in full force and effect.
(f) If the Corporation fails to make any payment required by this 2.11, the Trustee shall in no circumstances have any responsibility, duty, or be required, to make any such payment.
(g) In accordance with this Indenture, the Corporation will be entitled to cause the Trustee to deduct and withhold any applicable Taxes or similar charges (including interest, penalties or similar amounts in respect thereof) imposed or levied by or on behalf of any government including the Canadian government, or of any province or territory thereof, or any authority or agency therein or thereof, having power to tax, from any payment to be made on or in connection with the Debentures (including, for greater certainty, the issuance of Freely Tradeable Shares upon any conversion of Debentures and in respect of an Interest Obligation), provided that the Corporation forthwith remits or causes the Trustee to remit such withheld amount to such government, authority or agency and files all required forms in respect thereof and, at the same time, provides copies of such remittance and filing to the Trustee and the relevant holder of Debentures, the amount of any such deduction or withholding will be considered an amount paid in satisfaction of the Corporation’s obligations under the Debentures. However, the Company shall satisfy all of its obligations pursuant to Section 2.11(a) to gross-up amounts paid to a holder in respect of such deductions or withholdings . The Trustee when acting as paying agent shall itself make such remittances, deductions and filings directly to the governmental authorities and shall act as the agent of the Corporation. The Corporation shall provide tax advice/opinion and directions to the Trustee concerning its obligations to make such deductions, remittances and tax filings and the Trustee may rely on such tax advice/opinion and directions and to be indemnified for such reliance. The Trustee shall have no obligation to verify any payments or any provision of federal, provincial, state, local or foreign tax law. The Trustee shall at all times be indemnified and held harmless by the Corporation from and against any liabilities the Trustee incurred in connection with the failure of the Corporation or its agents, to report, remit or withhold taxes as required by any provision of federal, provincial, state, local or foreign tax law, or otherwise failing to comply with any provision of federal, provincial, state, local or foreign tax law. This indemnification shall survive the resignation or removal of any person acting as the Trustee and the termination of this Indenture solely to the extent that such liabilities have been incurred in connection with taxation years occurring during the term of this Indenture.
Appears in 2 contracts
Samples: Trust Indenture (NexGen Energy Ltd.), Trust Indenture (NexGen Energy Ltd.)
Payment of Additional Amounts. (a) All payments made by the Guarantor under Company or on behalf of the Company with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future TaxesTaxes imposed by any Canadian Taxing Authority, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant Canadian Taxing Authority. If the Guarantor Company is so required obligated to withhold or deduct any amount for or on account of Taxes imposed by any Canadian Taxing Authority from any payment made under or with respect to the Notes or the GuaranteeNotes, the Guarantor will Company will:
(1) make such withholding or deduction;
(2) remit the full amount deducted or withheld to the relevant government authority in accordance with the applicable law;
(3) pay as interest such Additional Amounts additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable ;
(4) furnish to the Trustee for the benefit of the Holders, within 30 days after the date the payment of any Taxes is due, an official receipt of the relevant government authorities for all amounts deducted or withheld, or if such receipts are not obtainable, other evidence of payment by the Company of those Taxes;
(5) indemnify and hold harmless each Holder, other than as described below, for the amount of:
(i) any Taxes (including interest and penalties) paid by such Holder as a result of payments made on or with respect thereto, and
(ii) any Taxes imposed with respect to a any reimbursement under the preceding clause (i) or this clause (ii), but excluding any such Taxes on such Holder's net income; and
(6) at least 15 days prior to each date on which any Additional Amounts are payable, deliver to the Trustee an Officers' Certificate setting forth the calculation of the Additional Amounts to be paid and such other information as the Trustee may request to enable the Trustee to pay such Additional Amounts to Holders on the payment made date.
(b) Notwithstanding the foregoing, the Company will not pay Additional Amounts to a Holder in respect of a Beneficial Owner of a Note:
(each1) imposed or withheld by reason of the failure of the Holder or Beneficial Owner to complete, an “Excluded Holder” execute and deliver to the Company any form or document to the extent applicable to such Holder or Beneficial Owner that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be delivered by the Company in order to enable the Company to make payments on the Notes without deduction or withholding for Taxes, or with deduction of withholding of a lesser amount, which form or document shall be delivered within 60 days of a written request therefor by the Company;
(2) in any case where such Holder or Beneficial Owner is not a resident (within the meaning of the Canada-United States Income Tax Convention) of the United States of America, in excess of the amount which the Company would have been obligated to pay hereunder if such Holder or Beneficial Owner were resident in the United States of America for the purposes of this Section 704such treaty;
(3) (i) with which where the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such paymentpayment with such Holder or Beneficial Owner, or
(ii4) which where such Holder or Beneficial Owner is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition mere acquisition, holding or mere holding disposition of Notes or the receipt of payments thereunder.
(c) If, (iiifollowing any payment made by the Company to any Holder under Section 4.17(a)(3) which is subject or any indemnity payment made by the Company to any Holder under Section 4.17(a)(5), such Holder shall receive or be granted a refund, credit, allowance or remission in respect of the Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction resulting in the rate of deduction payment thereof and such Holder is able to readily identify such refund, credit, allowance or withholding of, remission as being attributable to such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forHolder shall, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) it can do so without prejudice to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation retention of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) such refund, credit, allowance or remission and without prejudice to the right of such Holder to obtain any other relief or allowance which may be available to it, reimburse the Company with such Taxes so levied amount as such Holder, acting reasonably, determines to be the amount of money attributable to such refund, credit, allowance or imposed and remission that may be paid by such Holder as a result to leave it (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding or payment of any failure of Taxes which resulted in the Guarantor to withhold, deduct payment under Section 4.17(a)(3) or remit Section 4.17(a)(5). Such Holder may charge to the relevant tax authorityCompany (and may deduct from amounts reimbursable to the Company hereunder) a fee reasonably determined by such Holder to compensate it for any additional effort expended or cost incurred in determining such credit or remission or allocating it to the Company. Notwithstanding the foregoing, on a timely basisno Holder shall be obligated to disclose to the Company, the full amounts required under applicable law; and (ii) or any such Taxes so levied or imposed with respect to of its agents, any reimbursement under the foregoing clause (i), so that the net amount received computation made by such Holder in respect connection with this paragraph or any information regarding such Holder's tax status or affairs. Any reference in this Indenture to the payment of a Beneficial Owner after such reimbursement would not be less than the net principal, premium, if any, interest, Change of Control or Asset Sale purchase price, redemption price or any other amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to the Guarantee of the Guarantor is due and payableany Note, if the Guarantor will be obligated deemed to pay include the payment of Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company's obligation to make payments of Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and any termination of this Supplemental Indenture and or the payment defeasance of all amounts under or with respect to the Guaranteeany rights thereunder.
Appears in 2 contracts
Samples: Indenture (Paramount Resources LTD), Indenture (Paramount Resources LTD)
Payment of Additional Amounts. All payments made by the Guarantor under or with of principal and interest in respect to the Notes or the Guarantee will of each Note shall be made free and clear of of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Bermuda or any other jurisdiction in which the Company is organized or any authority therein or thereof having power to tax or from which any payment is made with respect to the Notes, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction in respect of principal or interest is so required, the Company shall pay such additional amounts ("Additional Amounts") as will result in receipt by each Holder of any Note of such amounts as would have been received by such Holder or the beneficial owner with respect to such Note had no such withholding or deduction been required, except that no Additional Amounts shall be payable:
(a) for or on account of:
(i) any tax, duty, assessment or other governmental charge that would not have been imposed but for
(A) the existence of any present or future Taxes, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes former connection between such Holder or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect beneficial owner of such Beneficial Owner if Note and Bermuda or such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder other jurisdiction in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within is organized, as the meaning of the Income Tax Act (Canada)) at the time of making case may be, other than merely holding such paymentNote, (ii) which is subject to including, without limitation, such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes Holder or the receipt beneficial owner of payments thereundersuch Note being or having been a national, (iii) which is subject to such Taxes by reason domiciliary or resident of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty treated as a pre-condition to exemption from, resident thereof or being or having been present or engaged in a reduction in the rate trade or business therein or having or having had a permanent establishment therein;
(B) presentation of deduction or withholding of, such Taxes, Note (ivwhere presentation is required) if the Notes are presented for payment more than 15 thirty (30) days after the date on which the payment in respect of such payment or such Notes Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (later, except to the extent that the such Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of thirty (30) days; or
(C) the Notes presentation of such Note for payment in Bermuda or any political subdivision thereof or therein, unless such Note could not have been presented on for payment elsewhere;
(ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;
(iii) any tax, assessment or other governmental charge that is imposed or withheld by reason of the last day failure of such 15-day periodHolder or the beneficial owner of such Note to comply with a request by the Company addressed to such Holder (A) to provide information concerning the nationality, residence or identity of such Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;
(iv) any tax, duty, assessment or governmental charge which is payable other than by withholding or deduction from payments with respect to the Notes; or
(v) any combination of items (1), (2), (3) and (4);
(b) with respect to any payment of the principal of or interest on such Note to such Holder (including a fiduciary or partnership) to the extent that the beneficial owner of such withholding Note would not have been entitled to such Additional Amounts had it been the Holder of the Note. Whenever there is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or mentioned, in any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holdercontext, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies payment of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder principal or interest in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request any Note or the net proceeds received on the sale or exchange of any Holder (other than an Excluded Holder) reimburse Note, such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor mention shall be deemed to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and include the payment of all amounts under or with respect Additional Amounts provided for in this Indenture to the Guaranteeextent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture.
Appears in 2 contracts
Samples: Indenture (Aes China Generating Co LTD), Indenture (Aes China Generating Co LTD)
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee Securities will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “"Excluded Holder” for purposes of this Section 704") (i) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes Securities or the receipt of payments thereunderthereunder or the enforcement of rights with respect to the Collateral Documents, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes Securities are presented for payment more than 15 days after the date on which such payment or such Notes Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes Securities been presented on the last day of such 15-day period) or (viv) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a HolderHolder of Securities, the Guarantor Company will furnish, as soon as reasonably practicable, to such Holder of Securities certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than to the extent the Holder is an Excluded Holder) and, and upon written request of any Holder of Securities (other than to the extent the Holder is an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor Company to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Guarantor Company will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Company will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the GuarantorCompany, to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Change in Control Purchase Price, interest or any other amount payable under or with respect to any Security such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Guarantor Company under this Section 704 1013 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeSecurities.
Appears in 2 contracts
Samples: Indenture (Rogers Wireless Inc), Indenture (Rogers Wireless Inc)
Payment of Additional Amounts. All payments made by the Guarantor RCCI under or with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), unless the Guarantor RCCI is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Guarantor RCCI is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeNotes, the Guarantor RCCI will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder holder of such Notes in respect of a Beneficial Owner beneficial owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder such holder would have received in respect of such Beneficial Owner the beneficial owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder holder of the Notes in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) beneficial owner (i) with which the Company RCCI does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)) at the time of making such payment or which is entitled to the payment in respect of a debt or other obligation to pay an amount to a person with which RCCI does not deal at arm’s length (within the meaning of the Tax Act) at the time of making such payment, (ii) which is a “specified shareholder” of RCCI, or which does not deal at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” of RCCI as defined in subsection 18(5) of the Tax Act, (iii) which is an entity in respect of which RCI is a “specified entity” (as defined in proposed subsection 18.4(1) of the Tax Act contained in Bill C-59), (iv) where all or any portion of the amount paid or credited to such holder is deemed to be a dividend pursuant to subsection 214(6) of the Tax Act, (v) which is subject to such Taxes by reason of its the holder or beneficial owner carrying on business in, maintaining a permanent establishment or other physical presence in or otherwise being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iiivi) which is subject to such Taxes by reason of its the legal nature of the holder or beneficial owner disentitling such holder or beneficial owner to the benefit of an applicable treaty or convention if and to the extent that the application of such treaty or convention would have resulted in the reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to a holder on behalf of such beneficial owner, (vii) which is subject to such Taxes by reason of the failure by a holder or beneficial owner to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (ivviii) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period), (ix) on account of any estate, inheritance, gift, sales, value added, excise, transfer, use, personal property tax or similar tax, assessment or governmental charge, (vx) that is a fiduciary, partnership or any other entity other than the sole beneficial owner of such payment to the extent the Taxes giving rise to such Additional Amounts would not have been imposed had the holder of the Notes been the beneficiary, partner or sole beneficial owner, as the case may be, of the payment, (xi) on account of any Taxes (a) that are payable other than by deduction or withholding from a payment of the principal of, premium, if any, or interest on the Notes, (b) that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later or (c) that are required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation deduction by at least one other paying agent or (xi) any combination of savings or any law implementing or complying with, or introduced in order to conform to, such Directive(i) through (xi). The Guarantor RCCI will also (ia) make such withholding or deduction and (iib) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holderholder of Notes, the Guarantor RCCI will furnish, as soon as reasonably practicable, to such Holder holder of Notes certified copies of tax receipts evidencing such payment by the GuarantorRCCI. The Guarantor will indemnify and hold harmless each Holder If a holder in respect of a Beneficial Owner beneficial owner has received a refund or credit for any Taxes with respect to which RCCI has paid Additional Amounts, such holder shall pay over such refund to RCCI (other than an Excluded Holder) andbut only to the extent of such Additional Amounts), upon written request net of all out-of-pocket expenses of such holder or beneficial owner, together with any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and interest paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received authority in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposedrefund. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor RCCI is due and payable, if the Guarantor RCCI will be obligated to pay Additional Amounts with respect to such payment, the Guarantor RCCI will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the GuarantorRCCI, to pay such Additional Amounts to Holders on the payment date. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations of the Guarantor RCCI under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.
Appears in 2 contracts
Samples: Nineteenth Supplemental Indenture (Rogers Communications Inc), Supplemental Indenture (Rogers Communications Inc)
Payment of Additional Amounts. (a) All payments made by the Guarantor under Issuer under, or with respect to to, the Notes or the Guarantee will shall be made free and clear of of, and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes, ”) imposed or levied by or on behalf of any Taxing Jurisdiction unless the Guarantor Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. .
(b) If the Guarantor Issuer is so required to withhold or deduct any amount for for, or on account of of, such Taxes from any payment made under or with respect to the Notes or the GuaranteeNotes, the Guarantor will Issuer shall pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will shall not be less than the amount the such Holder would have received in respect of such Beneficial Owner if such Taxes had not been required to be withheld or deducted; provided provided, however, that no the foregoing obligation to pay Additional Amounts will be payable does not apply to:
(i) any Taxes imposed solely because at any time there is or was a connection between the Holder and a Taxing Jurisdiction (other than the mere purchase of the Notes, or receipt of a payment or the ownership or holding of a Note),
(ii) any estate, inheritance, gift, sales, transfer, personal property or similar Tax imposed with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, Notes,
(iii) which is subject to such any Taxes by reason of its failure imposed solely because the Holder or any other Person fails to comply with any certification, identification, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connection with a Taxing Jurisdiction of the Holder or any beneficial owner of the Note if compliance is required by law, regulation, administrative practice or an the applicable treaty law of the Taxing Jurisdiction as a pre-condition precondition to exemption from, or a reduction in the rate of of, the Tax, assessment or other governmental charge and the Issuer has given the Holders at least 30 days’ prior notice that Holders shall be required to provide such information and identification,
(iv) any Taxes payable otherwise than by deduction or withholding of, from payments on the Notes,
(v) any Taxes with respect to such Taxes, (iv) if the Notes are Note presented for payment more than 15 30 days after the date on which such the payment or such Notes became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is later (occurs later, except to the extent that the Holder Holders of such Note would have been entitled to such Additional Amounts had the Notes been presented on presenting such Note for payment on any date during such 30 day period, and
(vi) any payment on the last day Note to a Holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such 15-day period) or (v) payment, to the extent that a beneficiary or settlor with respect to such withholding is imposed on fiduciary, a member of such a partnership or the beneficial owner of the payment would not have been entitled to a the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the Holder of the Note.
(c) The obligations in Section 4.12(a) and Section 4.12(b) shall survive any termination or Beneficial Owner who is an individual pursuant discharge of this Indenture and shall apply mutatis mutandis to European Union Directive 2003/48/EC on any Taxing Jurisdiction with respect to any successor to the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such DirectiveIssuer. The Guarantor will also Issuer shall (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority Taxing Jurisdiction in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, The Issuer shall use all reasonable efforts to such Holder obtain certified copies of tax Tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Jurisdiction imposing such Taxes and shall furnish such certified copies to the Trustee within 30 days after the date the payment by of any Taxes so deducted or so withheld is due pursuant to applicable law or, if such Tax receipts are not reasonably available to the GuarantorIssuer, furnish such other documentation that provides reasonable evidence of such payment.
(d) The limitations on the obligations to pay additional amounts stated in clause (iii) of Section 4.12(b) shall not apply if the provision of information, documentation or other evidence described in clause (iii) of Section 4.12(b) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. Tax law, regulation (including proposed regulations) and administrative practice. The Guarantor will indemnify limitations on the obligations to pay additional amounts in clause (iii) of Section 4.12(b) shall not apply with respect to Taxes imposed by Mexico or any political subdivision or taxing authority thereof if the Issuer can otherwise obtain the application of the lower withholding tax rate in effect unless (A) the provision of the information, documentation or other evidence described in clause (iii) of Section 4.12(b) is expressly required by statute, regulation, or published administrative practice of general applicability, (B) the Issuer cannot obtain the information, documentation or other evidence necessary to comply with the applicable laws and hold harmless each regulations on its own through reasonable diligence and without requiring it from Holders, and (C) the Issuer otherwise would meet the requirements set forth under applicable law and regulations. In addition, clause (iii) of Section 4.12(b) does not and shall not be construed to require that any Person, including any non-Mexican pension fund, retirement fund, financial institution or any other Holder or beneficial owner of a Note, register with the Mexican Ministry of Finance and Public Credit or with the Tax Administration Service (Servicio de Administración Tributaria) to obtain eligibility for an exemption from, or a reduction of, Mexican withholding Tax.
(e) Any reference in this Indenture, any supplemental indenture or the Notes to principal, Interest or any other amount payable in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of the Notes by the Issuer shall be deemed also to refer to any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed Additional Amount that may be payable with respect to any reimbursement that amount under the foregoing clause obligations referred to in this subsection.
(i), so f) In the event that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or Additional Amounts actually paid with respect to the Guarantee Notes pursuant to this Section 4.12 are based on rates of deduction or withholding of withholding Taxes in excess of the Guarantor appropriate rate applicable to the Holder of such Notes, and as a result thereof such Holder is due entitled to make a claim for a refund or credit of such excess from the authority imposing such withholding Tax, then such Holder shall, by accepting such Notes, and payablewithout any further action, if be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Guarantor Issuer. However, by making such assignment, the Holder makes no representation or warranty that the Issuer will be obligated entitled to pay Additional Amounts receive such claim for a refund or credit and incurs no other obligation with respect thereto including making any filing to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf request a refund.
(g) For purposes of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive 4.12, references to “payments” made by the discharge and termination of this Supplemental Indenture and the payment of all amounts under Issuer under, or with respect to to, the GuaranteeNotes shall include the conversion of Notes by the Issuer.
Appears in 2 contracts
Samples: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)
Payment of Additional Amounts. All Unless otherwise required by Bermudan law, neither the Company nor the Guarantor will deduct or withhold from payments made by the Guarantor under or with respect to the Notes or Securities and the Guarantee will be made free and clear of and without withholding or deduction for or Guarantees on account of any present or future Taxes, unless . In the event that either the Company or the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of any Taxes due from any payment made under or with respect to the Notes Securities or the GuaranteeGuarantees, as the case may be, the Guarantor Company or the Guarantor, as the case may be, will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction Securities will not be less than equal the amount that the Holder would have received in respect of such Beneficial Owner if such the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704”) to the extent: (i) with which that any Taxes would not have been so imposed but for the Company does not deal at arm’s length (within existence of any present or former connection between the meaning Holder and Bermuda, other than the mere receipt of the Income Tax Act (Canada)) at the time of making such payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this Indenture; (ii) which is subject of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to such Taxes by reason of its being connected with Canada the Securities or any province or territory thereof otherwise other Taxes payable other than by the acquisition withholding or mere holding of Notes deduction, except as described below or the receipt of payments thereunder, as otherwise provided in this Indenture; (iii) which is subject to that any such Taxes by reason would not have been imposed but for the presentation of its failure to comply with any certificationthe Securities, identificationwhere presentation is required, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment on a date more than 15 30 days after the date on which such the payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts had the Notes Securities been presented for payment on the last day of any date during such 1530-day period) ; or (viv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the extent first payment with respect to which the Company or the Guarantor shall apply this clause (iv), the Company or the Guarantor shall have notified all Holders of the Securities in writing that such withholding is imposed on a payment they shall be required to a Holder provide this declaration or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directiveclaim. The Company and the Guarantor will shall also (i) make withhold or deduct such withholding or deduction and Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the Company’s or the Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. The In addition, the Company or the Guarantor will indemnify pay any stamp, issue, registration, documentary or other similar taxes and hold harmless each Holder duties, including interest, penalties and additional amounts with respect thereto, payable in respect Bermuda or the United States, or any political subdivision or taxing authority of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for or in the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed foregoing with respect to any reimbursement under the foregoing clause (i)creation, so that issue, offering, enforcement, redemption or retirement of the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposedSecurities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Company or the Guarantor will be becomes obligated to pay Additional Amounts with respect to such payment, the Guarantor will Company (or in respect of the Guarantees, the Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Officer’s Certificate stating the fact that such Additional Amounts will be payable, stating and the amounts so payable and will set forth such other information as is necessary to enable the Trustee, on behalf of Trustee or the Guarantor, Paying Agent to pay such Additional Amounts to the Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts under principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest) or any other amount payable on or with respect to any of the GuaranteeSecurities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).
Appears in 2 contracts
Samples: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Payment of Additional Amounts. All i. The Partnership shall make all payments made by on the Guarantor under or with respect to the Notes or the Guarantee will be made Series 14 Preferred Units free and clear of and without withholding or deduction for at source for, or on account of of, any present or future Taxestaxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, unless the Guarantor is such taxes, fees, duties, assessments or governmental charges are required to withhold be withheld or deduct Taxes deducted by law (i) the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including a holding by a court of competent jurisdiction or by the interpretation or administration thereofa taxing authority in any Relevant Taxing Jurisdiction). If a withholding or deduction at source is required, the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect Partnership shall, subject to the Notes or limitations and exceptions set forth in this Section 2(B)(e) and Section 2(B)(f) to this Part XV of Schedule A, pay to the Guarantee, Series 14 Holders such additional amounts (the Guarantor will pay “Additional Amounts”) as interest such Additional Amounts distributions as may be necessary so that the every net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) payment made to such holders, after such withholding or deduction will (including any such withholding or deduction from such Additional Amounts), shall be equal to the amounts the Partnership would otherwise have been required to pay had no such withholding or deduction been required.
ii. The Partnership shall not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no required to pay any Additional Amounts will be payable for or on account of:
(a) any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Relevant Taxing Jurisdiction or any political subdivision thereof or otherwise had some connection with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Relevant Taxing Jurisdiction other than by reason of its being connected with Canada the mere ownership of, or receipt of payment under, the Series 14 Preferred Units or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are Series 14 Preferred Units presented for payment (where presentation is required for payment) more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Relevant Date (except to the extent that the Holder holder would have been entitled to such Additional Amounts amounts if it had the Notes been presented such units for payment on the last any day of within such 15-30 day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive). The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder“Relevant Date” means, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basispayment, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any such payment under or with respect to the Guarantee of the Guarantor is first becomes due and payable, but if the Guarantor will be obligated to pay Additional Amounts with respect full amount of the moneys payable has not been received by the Paying Agent on or prior to such paymentdue date, it means the Guarantor will deliver first date on which the full amount of such moneys having been so received and being available for payment to holders and notice to that effect shall have been duly given to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.Series 14 Holders;
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Payment of Additional Amounts. 10.7.1 All payments made by in respect of the Guarantor under or with respect to the Notes or the Guarantee will Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Brazil or any Successor Jurisdiction, or any political subdivision or authority therein or thereof having power to tax (“Foreign Taxes”), except to the extent that such Foreign Taxes are required by Brazil, such Successor Jurisdiction or any such political subdivision or authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, unless the Guarantor is required to withhold Company shall make such deduction or deduct Taxes by law or by withholding, make payment of the interpretation or administration thereof. If the Guarantor is amount so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect withheld to the Notes or the Guarantee, the Guarantor will appropriate governmental authority and pay such additional amounts (“Additional Amounts”) as interest such Additional Amounts as may be are necessary so to ensure that the net amount amounts received by each Holder in respect the Holders of a Beneficial Owner (including Additional Amounts) such Securities after such withholding or deduction will not be less than equals the amount the Holder respective amounts of principal, premium, if any, and interest which would have received been receivable in respect of such Beneficial Owner if Securities had no such withholding or deduction (including for any Foreign Taxes had not payable in respect of Additional Amounts) been withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with respect to any payment on a payment made Security:
(i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Security by reason of its being connected with Canada or any province or territory thereof otherwise (a) a connection between the Holder and Brazil other than by the acquisition or mere holding of Notes or such Security and the receipt of payments thereunder, (iii) which is subject with respect to such Taxes Security or (b) failure by reason of its failure the Holder to comply with any certification, identification, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connection with Brazil or applicable political subdivision or authority therein or thereof having power to tax, of such Holder, if compliance is required by lawsuch jurisdiction, regulationor any political subdivision or authority therein or thereof having power to tax, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such Taxescertification, identification or other requirement;
(ivii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Security surrendered (if the Notes are presented for payment surrender is required) more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is later (occurs later, except to the extent that the Holder of such Security would have been entitled to such Additional Amounts had the Notes been presented on surrender of such Security for payment on the last day of such 1530-day period;
(iii) in respect of any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Security;
(iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments of principal of or interest or premium, if any, on any series of Securities or by direct payment by the Company in respect of claims made against the Company;
(v) to the extent that where such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual and is required to be made pursuant to any European Union Directive 2003/48/EC on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directivedirective; or
(vi) in respect of any combination of the above. For purposes of the provisions described in this Section 10.7.1, the term “Holder” of any Security means the direct nominee of any beneficial owner of such Security, which holds such beneficial owner’s interest in such Security. Notwithstanding the foregoing, the limitations on the Company’s obligation to pay Additional Amounts set forth in clause (i)(b) above shall not apply if the provision of information, documentation or other evidence described in such clause (i)(b) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Security (taking into account any relevant differences between U.S. and Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and Brazil), regulations (including proposed regulations) and administrative practice. The Guarantor will also Company shall promptly provide the Trustee with documentation, if any, (iwhich may consist of certified copies of such documentation) make reasonably satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Securities or the Paying Agent, as applicable, upon request therefor. In respect of the Securities issued hereunder, at least 10 days prior to the first date of payment of interest on the Securities and at least 10 days prior to each date, if any, of payment of principal or interest thereafter if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish the Trustee and each Paying Agent with an Officers’ Certificate instructing the Trustee and such Paying Agent as to whether such payment of principal of or interest or premium, if any, on such Securities shall be made without deduction or withholding for or on account of any tax, duty, assessment or other governmental charge. If any such deduction and (ii) remit or withholding shall be required by Brazil or any Successor Jurisdiction or any political subdivision or authority therein or thereof having power to tax, then such certificate shall specify, by country, the full amount amount, if any, required to be deducted or withheld on such payment to Holders of such Securities, and the Company shall pay or cause to be paid to the Trustee or such Paying Agent Additional Amounts, if any, required by this Section 10.7. The Company agrees to indemnify the Trustee and each Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.7.
10.7.2 The Company shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by Brazil or any other governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Securities.
10.7.3 The Company shall provide each Paying Agent and any withholding agent under relevant authority in accordance tax regulations with applicable law. Upon copies of each certificate received by the written request Company from a Holder of a HolderSecurity pursuant to the text of such Security. Each such Paying Agent and withholding agent shall retain each such certificate received by it for as long as any Security is outstanding and in no event for less than four years after its receipt, and for such additional period thereafter, as set forth in an Officers’ Certificate, as such certificate may become material in the administration of applicable tax laws.
10.7.4 In the event that Additional Amounts actually paid with respect to the Securities pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Securities, and, as a result thereof, such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Securities, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Guarantor Holder makes no representation or warranty that the Company will furnishbe entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.
10.7.5 All references in this Indenture and the Securities to principal, as soon as reasonably practicablepremium, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder if any, or interest in respect of a Beneficial Owner (other than an Excluded Holder) andany Security shall be deemed to mean and include all Additional Amounts, upon written request if any, payable in respect of such principal, premium, if any, or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. All references in this Indenture and the Securities to principal in respect of any Holder Security shall be deemed to mean and include any Redemption Price or Repurchase Price payable in respect of such Security pursuant to any redemption or repurchase right hereunder (other than an Excluded Holder) reimburse and all such Holder for references to the amount Stated Maturity of (i) any such Taxes so levied or imposed and paid by such Holder as a result the principal in respect of any failure of Security shall be deemed to mean and include the Guarantor to withhold, deduct Redemption Date or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed Repurchase Date with respect to any reimbursement under the foregoing clause (isuch Redemption Price or Repurchase Price), so that the net and all such references to principal, premium, if any, interest or Additional Amounts shall be deemed to mean and include any amount received by such Holder payable in respect hereof pursuant to Section 10.7, and express mention of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under any Redemption Price or with respect Repurchase Price, or any such other amount in any provision hereof shall not be construed as excluding reference to the Guaranteepayment of any Redemption Price or Repurchase Price, or any such other amounts in those provisions hereof where such express reference is not made.
Appears in 2 contracts
Payment of Additional Amounts. All payments made by or on behalf of the Guarantor Company under or with respect to the Notes or the Guarantee Securities will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax, including without limitation any taxes imposed under Part XIII of the Tax Act ("Canadian Taxes"), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will make such withholding or deduction and pay as additional interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Canadian Taxes had not been withheld or deducteddeducted and similar payment (the term "Additional Amounts" shall also include any such similar payments) will also be made by the Company to Holders (other than Excluded Holders) of Securities that are exempt from withholding but are required to pay tax directly on amounts otherwise subject to withholding; provided provided, however, that no Additional Amounts will be payable with respect to to:
(a) a payment made to a Holder or former Holder of Securities (an "Excluded Holder") in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) the beneficial owner thereof:
(i) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)Act) at the time of making such payment, ;
(ii) which that is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirements requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such TaxesCanadian Taxes (provided that in the case of any imposition or change in any such certification, identification, information, documentation or other reporting requirement which applies generally to Holders of Securities who are not residents of Canada, at least sixty (iv60) days prior to the effective date of any such imposition or change, the Company shall give written notice, in the manner provided in this Indenture, to the Trustee and the Holders of the Securities then outstanding of such imposition or change, as the case may be, and provide the Trustee and such Holders with such forms or documentation, if any, as may be required to comply with such certification, identification, information, documentation, or other reporting requirement); or
(iii) that is subject to such Canadian Taxes by reason of its carrying on business in or otherwise being connected with Canada or any province or territory thereof otherwise than by the Notes are presented for payment more than 15 days after the date on which mere holding of such payment or such Notes became due and payable Securities or the date on which payment thereof is duly provided forreceipt of payments or exercise of any enforcement rights, whichever is later thereunder; or
(except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day periodb) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or governmental charge (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive"Excluded Taxes"). The Guarantor Company will also (i1) make such withholding or deduction and (ii2) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will furnish to the written request Trustee, within thirty (30) days after the date the payment of a Holderany Canadian Taxes is due pursuant to applicable law in respect of such Securities, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner any Securities (other than an Excluded HolderHolder or with respect to Excluded Taxes) and, and upon written request of any Holder (other than an Excluded Holder) reimburse each such Holder for the amount of of:
(i) any such Canadian Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and Securities;
(ii) any such liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and
(iii) any Canadian Taxes so levied or imposed and paid by the Holder with respect to any reimbursement under the foregoing clause (i)) or (ii) above, so that but excluding any Excluded Taxes. Additional Amounts will be paid in cash semi-annually on the net applicable June 15 or December 15, at Maturity, on any Redemption Date, on a Conversion Date or on any Fundamental Change Purchase Date. Whenever in this Indenture there is mentioned, in any context, the payment of principal and interest or any other amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to the Guarantee any Security, such mention shall be deemed to include mention of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect Additional Amounts provided for in this Section to the Guaranteeextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. Anything in this Indenture to the contrary notwithstanding, the covenants and provisions of this Section 10.10 shall survive any termination or discharge of this Indenture, and the repayment of all or any of the Securities, and shall remain in full force and effect.
Appears in 2 contracts
Samples: Indenture (Minefinders Corp Ltd.), Indenture (Minefinders Corp Ltd.)
Payment of Additional Amounts. All i. The Partnership shall make all payments made by on the Guarantor under or with respect to the Notes or the Guarantee will be made Series 17 Preferred Units free and clear of and without withholding or deduction for at source for, or on account of of, any present or future Taxestaxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, unless the Guarantor is such taxes, fees, duties, assessments or governmental charges are required to withhold be withheld or deduct Taxes deducted by law (i) the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including a holding by a court of competent jurisdiction or by the interpretation or administration thereofa taxing authority in any Relevant Taxing Jurisdiction). If a withholding or deduction at source is required, the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect Partnership shall, subject to the Notes or limitations and exceptions set forth in this Section 2(B)(e) and Section 2(B)(f) to this Part XIII of Schedule A, pay to the Guarantee, Series 17 Holders such additional amounts (the Guarantor will pay “Additional Amounts”) as interest such Additional Amounts distributions as may be necessary so that the every net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) payment made to such holders, after such withholding or deduction will (including any such withholding or deduction from such Additional Amounts), shall be equal to the amounts the Partnership would otherwise have been required to pay had no such withholding or deduction been required.
ii. The Partnership shall not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no required to pay any Additional Amounts will be payable for or on account of:
(a) any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Relevant Taxing Jurisdiction or any political subdivision thereof or otherwise had some connection with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Relevant Taxing Jurisdiction other than by reason of its being connected with Canada the mere ownership of, or receipt of payment under, the Series 17 Preferred Units or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are Series 17 Preferred Units presented for payment (where presentation is required for payment) more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Relevant Date (except to the extent that the Holder holder would have been entitled to such Additional Amounts amounts if it had the Notes been presented such units for payment on the last any day of within such 15-30 day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive). The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder“Relevant Date” means, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basispayment, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any such payment under or with respect to the Guarantee of the Guarantor is first becomes due and payable, but if the Guarantor will be obligated to pay Additional Amounts with respect full amount of the moneys payable has not been received by the Paying Agent on or prior to such paymentdue date, it means the Guarantor will deliver first date on which the full amount of such moneys having been so received and being available for payment to holders and notice to that effect shall have been duly given to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.Series 17 Holders;
Appears in 2 contracts
Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.), Limited Partnership Agreement
Payment of Additional Amounts. All payments made by the Issuer or any Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of Canada, Bermuda or of any province, territory or jurisdiction thereof or therein or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made by it under or with respect to the Notes or the GuaranteeNotes, the Issuer or such Guarantor (as applicable) will pay as interest such additional amounts (hereinafter “Additional Amounts Amounts”) in respect of each such payment (excluding one payment of quarterly interest, other than deferred interest, in connection with a redemption of the Notes in accordance with the provisions described under Section 2.7.2 of this Third Supplemental Indenture) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a to: (a) any payment made to a Holder or beneficial owner who is liable for such Taxes in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) such Note (i) by reason of such Holder or beneficial owner, or any other Person entitled to payments on the Note, being a Person with which whom the Company Issuer or a Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)) at the time of making such payment), (ii) which is subject to such Taxes by reason of its being connected with Canada the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction other than the mere ownership, or receiving payments under or enforcing any province or territory thereof otherwise than by the acquisition or mere holding rights in respect of Notes or the receipt of payments thereundersuch Note, (iii) which is subject to such Taxes by reason of its failure to comply such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty a “specified shareholder” of the Issuer as a pre-condition to exemption fromdefined in subsection 18(5) of the Tax Act, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if by reason of such holder or beneficial owner being a “specified entity” in respect of the Notes are Issuer or any Guarantor as defined in proposals to amend the Tax Act with respect to “hybrid mismatch arrangements” as defined in subsection 18.4(1) of the Tax Act; (b) any Tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 15 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such Notes became due and payable or date, the date on which payment thereof is duly provided forthe full amount of such monies has been paid to the Holders of the Notes, whichever is later (except to the extent that the Holder or beneficial owner of the Notes would have been entitled to such Additional Amounts had on presentation of the Notes been presented same for payment on the last day of such 15-day periodperiod of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Tax; (ve) any Tax imposed to the extent that such withholding is imposed on a payment to resulting from the failure of a Holder or Beneficial Owner who beneficial owner to comply with certification, identification, declaration, filing or similar reporting requirements concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner, if such compliance is an individual required by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; (f) any (i) withholding or deduction imposed pursuant to European Union Directive 2003/48/EC on Sections 1471 to 1474 of the taxation U.S. Internal Revenue Code of savings 1986, as amended (“FATCA”), or any law implementing or complying withsuccessor version thereof, or introduced in order any similar legislation imposed by any other governmental authority, or (ii) Tax or penalty arising from the Holder’s or beneficial owner’s failure to conform toproperly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, such Directivelaw or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (i1) make such withholding or deduction and (ii2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. Upon The Issuer or any Guarantor (as applicable) will furnish to the written request Holders of a Holderthe Notes, within 30 days after the Guarantor will furnishdate the payment of any Taxes by it is due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantorit. The Guarantor Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of a Beneficial Owner (other than an Excluded any such Holder) and, upon written request request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any Holder (other than an Excluded such Holder) reimburse such Holder for the amount of (i) any such Taxes so (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authority, on a timely basis, Notes which have not been withheld or deducted and remitted by the full amounts required under Issuer or any Guarantor (as applicable) in accordance with applicable law; and , (ii) any such liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes so levied or (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i)) or (ii) above in this paragraph, so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if but excluding any such Taxes on such reimbursement had not been imposedHolder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. At least 30 days prior to each date on which Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to the Guarantee any Note, such mention shall be deemed to include mention of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf payment of the Guarantor, to pay such Additional Amounts to Holders on the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof (and express mention of the payment dateof Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)). The obligations of the Guarantor Issuer and the Guarantors under this Section 704 2.13 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeNotes.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Brookfield Infrastructure Partners L.P.), Third Supplemental Indenture (Brookfield Infrastructure Corp)
Payment of Additional Amounts. All payments made by the Company, Tyco and any other Guarantor under or with respect to the Notes or and the Guarantee Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future Taxestaxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Authority ("TAXES"), unless the Guarantor Company, Tyco or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If In the event that the Company, Tyco or such Guarantor is so required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Notes or the GuaranteeGuarantees, as the case may be, the Guarantor Company, Tyco or such Guarantor, as the case may be, will pay as interest such Additional Amounts additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner Notes (including Additional Amounts) after such withholding or deduction will not be less than equal the amount the that such Holder would have received in respect of such Beneficial Owner if such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner Notes to the extent:
(each, an “Excluded Holder” a) that any such Taxes would not have been so imposed but for purposes the existence of this Section 704) any present or former connection between such Holder and the Taxing Authority imposing such Taxes (i) with which other than the Company does not deal at arm’s length (within the meaning mere receipt of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to acquisition, ownership or disposition of such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt exercise or enforcement of payments thereunderrights under such Notes, the Guarantees or this Indenture);
(iiib) which is subject of any estate, inheritance, gift, sales, transfer, or personal property Taxes imposed with respect to such Notes, except as otherwise provided herein;
(c) that any such Taxes by reason would not have been so imposed but for the presentation of its failure to comply with any certification, identification, documentation such Notes or other reporting requirements if compliance Guarantees (where presentation is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (ivrequired) if the Notes are presented for payment on a date more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts had the Notes or Guarantees been presented for payment on the last day of any date during such 1530-day period; or
(d) that such Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if (vx) the making of such declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant Taxing Authority as a precondition to an exemption from, or reduction in, the relevant Taxes, and (y) at least 60 days prior to the extent first payment date with respect to which the Company, Tyco or such Guarantor shall apply this clause (d), the Company, Tyco or such Guarantor shall have notified all Holders of Notes in writing that they shall be required to provide such withholding is imposed on a payment to a Holder declaration or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directiveclaim. The Guarantor Company, Tyco or such Guarantor, as the case may be, will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld to the relevant authority Taxing Authority in accordance with all applicable laws. The Company, Tyco or such Guarantor, as the case may be, will use its reasonable best efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Company, Tyco or such Guarantor, as the case may be, will, upon request, make available to the Holders of the Notes, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company, Tyco or such Guarantor or if, notwithstanding the Company's, Tyco's or such Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse 's efforts to obtain such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basisreceipts, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i)same are not obtainable, so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect other evidence of such Beneficial Owner if payments by the Company, Tyco or such Taxes on such reimbursement had not been imposedGuarantor. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes or Guarantees is due and payable, if the Company, Tyco or such Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company, Tyco or such Guarantor will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information as is necessary to enable the Trustee, on behalf of the Guarantor, such Trustee to pay such Additional Amounts to Holders of Notes on the payment date. The obligations In addition, the Company, Tyco or such Guarantor, as the case may be, will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in Luxembourg Bermuda or the United States or any political subdivision or taxing authority of or in the foregoing in respect of the Guarantor under this Section 704 creation, issue, offering, enforcement, redemption or retirement of the Notes or the Guarantees. The foregoing provisions shall survive any termination or the discharge and termination of this Supplemental the Indenture and shall apply MUTATIS MUTANDIS to any jurisdiction in which any successor Person to the Company, Tyco or such Guarantor, as the case may be, is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein; provided, however, the date on which such Person becomes a successor to the Company, Tyco or such Guarantor, as the case may be, shall be substituted for the date on which the series of Notes was issued. Whenever in the Indenture, the Notes or the Guarantees there is mentioned, in any context, the payment of all amounts principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to any Notes or Guarantees, such mention shall be deemed to include mention of the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
Appears in 2 contracts
Samples: Supplemental Indenture (Tyco International LTD /Ber/), Supplemental Indenture (Tyco International LTD /Ber/)
Payment of Additional Amounts. All (a) Unless otherwise specified in the Board Resolution, Officers' Certificate or supplemental indenture creating any Series of Securities, all payments made by the Guarantor under Company or on behalf of the Company with respect to the Notes or the Guarantee Securities of each Series will be made free and clear of and without withholding or deduction for or on account of any present or future TaxesTaxes imposed by any Canadian Taxing Authority, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant Canadian Taxing Authority. If the Guarantor Company is so required obligated to withhold or deduct any amount for or on account of Taxes imposed by any Canadian Taxing Authority from any payment made under or with respect to the Notes or the GuaranteeSecurities of any Series, the Guarantor will Company will:
(1) make such withholding or deduction;
(2) remit the full amount deducted or withheld to the relevant government authority in accordance with the applicable law;
(3) pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable ;
(4) furnish to the Trustee for the benefit of the Holders, within 30 days after the date the payment of any Taxes is due, an official receipt of the relevant government authorities for all amounts deducted or withheld, or if such receipts are not obtainable, other evidence of payment by the Company of those Taxes;
(5) indemnify and hold harmless each Holder, other than as described below, for the amount of:
(i) any Taxes (including interest and penalties) paid by such Holder as a result of payments made on or with respect thereto, and
(ii) any Taxes imposed with respect to a any reimbursement under the preceding clause (i) or this clause (ii), but excluding any such Taxes on such Holder's net income; and
(6) at least 15 days prior to each date on which any Additional Amounts are payable, deliver to the Trustee an Officers' Certificate setting forth the calculation of the Additional Amounts to be paid and such other information as the Trustee may request to enable the Trustee to pay such Additional Amounts to Holders on the payment made date.
(b) Notwithstanding the foregoing, the Company will not pay Additional Amounts to a Holder in respect of a Beneficial Owner beneficial owner of a Security:
(each1) imposed or withheld by reason of the failure of the Holder or beneficial owner to complete, an “Excluded Holder” execute and deliver to the Company any form or document to the extent applicable to such Holder or beneficial owner that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be delivered by the Company in order to enable the Company to make payments on the Securities without deduction or withholding for Taxes, or with deduction of withholding of a lesser amount, which form or document shall be delivered within 60 days of a written request therefor by the Company;
(2) in any case where such beneficial owner is not a resident (within the meaning of the Canada-United States Income Tax Convention) of the United States of America, in excess of the amount which the Company would have been obligated to pay hereunder if such beneficial owner were resident in the United States of America for the purposes of this Section 704such treaty;
(3) (i) with which where the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment with such beneficial owner; or
(ii4) which where such Holder or beneficial owner is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition mere acquisition, holding or mere holding disposition of Notes Securities or the receipt of payments thereunder.
(c) If, (iiifollowing any payment made by the Company to any Holder under Section 4.7(a)(3) which is subject or any indemnity payment made by the Company to any Holder under Section 4.7(a)(5), such Holder shall receive or be granted a refund, credit, allowance or remission in respect of the Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction resulting in the rate of deduction payment thereof and such Holder is able to readily identify such refund, credit, allowance or withholding of, remission as being attributable to such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forHolder shall, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) it can do so without prejudice to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation retention of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) such refund, credit, allowance or remission and without prejudice to the right of such Holder to obtain any other relief or allowance which may be available to it, reimburse the Company with such Taxes so levied amount as such Holder, acting reasonably, determines to be the amount of money attributable to such refund, credit, allowance or imposed and remission that may be paid by such Holder as a result to leave it (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding or payment of any failure of Taxes which resulted in the Guarantor to withhold, deduct payment under Section 4.7(a)(3) or remit Section 4.7(a)(5). Such Holder may charge to the relevant tax authorityCompany (and may deduct from amounts reimbursable to the Company hereunder) a fee reasonably determined by such Holder to compensate it for any additional effort expended or cost incurred in determining such credit or remission or allocating it to the Company. Notwithstanding the foregoing, on a timely basisno Holder shall be obligated to disclose to the Company, the full amounts required under applicable law; and (ii) or any such Taxes so levied or imposed with respect to of its agents, any reimbursement under the foregoing clause (i), so that the net amount received computation made by such Holder in respect connection with this paragraph or any information regarding such Holder's tax status or affairs.
(d) Any reference in this Indenture to the payment of a Beneficial Owner after such reimbursement would not be less than the net principal, premium, if any, interest, redemption price or any other amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to the Guarantee of the Guarantor is due and payableany Securities, if the Guarantor will be obligated deemed to pay include the payment of Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company's obligation to make payments of Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and any termination of this Supplemental Indenture and or the payment defeasance of all amounts under or with respect to the Guaranteeany rights thereunder.
Appears in 2 contracts
Samples: Indenture (Paramount Resources LTD), Indenture (Paramount Resources LTD)
Payment of Additional Amounts. All i. The Partnership shall make all payments made by on the Guarantor under or with respect to the Notes or the Guarantee will be made Series 2 Preferred Units free and clear of and without withholding or deduction for at source for, or on account of of, any present or future Taxestaxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, unless the Guarantor is such taxes, fees, duties, assessments or governmental charges are required to withhold be withheld or deduct Taxes deducted by law (i) the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including a holding by a court of competent jurisdiction or by the interpretation or administration thereofa taxing authority in any Relevant Taxing Jurisdiction). If a withholding or deduction at source is required, the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect Partnership shall, subject to the Notes or limitations and exceptions set forth in this Section 2(B)(e) and Section 2(B)(f) to this Part III of Schedule A, pay to the Guarantee, Series 2 Holders such additional amounts (the Guarantor will pay “Additional Amounts”) as interest such Additional Amounts distributions as may be necessary so that the every net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) payment made to such holders, after such withholding or deduction will (including any such withholding or deduction from such Additional Amounts), shall be equal to the amounts the Partnership would otherwise have been required to pay had no such withholding or deduction been required.
ii. The Partnership shall not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no required to pay any Additional Amounts will be payable for or on account of:
(a) any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Relevant Taxing Jurisdiction or any political subdivision thereof or otherwise had some connection with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Relevant Taxing Jurisdiction other than by reason of its being connected with Canada the mere ownership of, or receipt of payment under, the Series 2 Preferred Units or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are Series 2 Preferred Units presented for payment (where presentation is required for payment) more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Relevant Date (except to the extent that the Holder holder would have been entitled to such Additional Amounts amounts if it had the Notes been presented such units for payment on the last any day of within such 15-30 day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive). The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder“Relevant Date” means, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basispayment, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any such payment under or with respect to the Guarantee of the Guarantor is first becomes due and payable, but if the Guarantor will be obligated to pay Additional Amounts with respect full amount of the moneys payable has not been received by the Paying Agent on or prior to such paymentdue date, it means the Guarantor will deliver first date on which the full amount of such moneys having been so received and being available for payment to holders and notice to that effect shall have been duly given to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.Series 2 Holders;
Appears in 2 contracts
Samples: Limited Partnership Agreement (Brookfield Property Partners L.P.), Limited Partnership Agreement
Payment of Additional Amounts. All payments made by the Company, Tyco and any other Guarantor under or with respect to the Notes or and the Guarantee Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future Taxestaxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Authority ("TAXES"), unless the Guarantor Company, Tyco or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If In the event that the Company, Tyco or such Guarantor is so required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Notes or the GuaranteeGuarantees, as the case may be, the Guarantor Company, Tyco or such Guarantor, as the case may be, will pay as interest such Additional Amounts additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner Notes (including Additional Amounts) after such withholding or deduction will not be less than equal the amount the that such Holder would have received in respect of such Beneficial Owner if such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner Notes to the extent:
(each, an “Excluded Holder” a) that any such Taxes would not have been so imposed but for purposes the existence of this Section 704) any present or former connection between such Holder and the Taxing Authority imposing such Taxes (i) with which other than the Company does not deal at arm’s length (within the meaning mere receipt of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to acquisition, ownership or disposition of such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt exercise or enforcement of payments thereunderrights under such Notes, the Guarantees or this Indenture);
(iiib) which is subject of any estate, inheritance, gift, sales, transfer, or personal property Taxes imposed with respect to such Notes, except as otherwise provided herein;
(c) that any such Taxes by reason would not have been so imposed but for the presentation of its failure to comply with any certification, identification, documentation such Notes or other reporting requirements if compliance Guarantees (where presentation is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (ivrequired) if the Notes are presented for payment on a date more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts had the Notes or Guarantees been presented for payment on the last day of any date during such 1530-day period; or
(d) that such Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if (vx) the making of such declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant Taxing Authority as a precondition to an exemption from, or reduction in, the relevant Taxes, and (y) at least 60 days prior to the extent first payment date with respect to which the Company, Tyco or such Guarantor shall apply this clause (d), the Company, Tyco or such Guarantor shall have notified all Holders of Notes in writing that they shall be required to provide such withholding is imposed on a payment to a Holder declaration or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directiveclaim. The Guarantor Company, Tyco or such Guarantor, as the case may be, will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld to the relevant authority Taxing Authority in accordance with all applicable laws. The Company, Tyco or such Guarantor, as the case may be, will use its reasonable best efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Company, Tyco or such Guarantor, as the case may be, will, upon request, make available to the Holders of the Notes, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company, Tyco or such Guarantor or if, notwithstanding the Company's, Tyco's or such Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse 's efforts to obtain such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basisreceipts, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i)same are not obtainable, so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect other evidence of such Beneficial Owner if payments by the Company, Tyco or such Taxes on such reimbursement had not been imposedGuarantor. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes or Guarantees is due and payable, if the Company, Tyco or such Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company, Tyco or such Guarantor will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information as is necessary to enable the Trustee, on behalf of the Guarantor, such Trustee to pay such Additional Amounts to Holders of Notes on the payment date. The obligations In addition, the Company, Tyco or such Guarantor, as the case may be, will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in Luxembourg, Bermuda or the United States or any political subdivision or taxing authority of or in the foregoing in respect of the Guarantor under this Section 704 creation, issue, offering, enforcement, redemption or retirement of the Notes or the Guarantees. The foregoing provisions shall survive any termination or the discharge and termination of this Supplemental the Indenture and shall apply MUTATIS MUTANDIS to any jurisdiction in which any successor Person to the Company, Tyco or such Guarantor, as the case may be, is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein; provided, however, the date on which such Person becomes a successor to the Company, Tyco or such Guarantor, as the case may be, shall be substituted for the date on which the series of Notes was issued. Whenever in the Indenture, the Notes or the Guarantees there is mentioned, in any context, the payment of all amounts principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to any Notes or Guarantees, such mention shall be deemed to include mention of the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof."
Appears in 2 contracts
Samples: Supplemental Indenture (Tyco International LTD /Ber/), Supplemental Indenture (Tyco International LTD /Ber/)
Payment of Additional Amounts. All payments made by the Issuer or any Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of Canada, Bermuda or of any province, territory or jurisdiction thereof or therein or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor (as applicable) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made by it under or with respect to the Notes or the GuaranteeNotes, the Issuer or such Guarantor (as applicable) will pay as interest such additional amounts (hereinafter “Additional Amounts Amounts”) in respect of each such payment (excluding one payment of quarterly interest, other than deferred interest, in connection with a redemption of the Notes in accordance with the provisions described under Section 2.6.2 of this Second Supplemental Indenture) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) by each Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a to: (a) any payment made to a Holder or beneficial owner who is liable for such Taxes in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) such Note (i) by reason of such Holder or beneficial owner, or any other Person entitled to payments on the Note, being a Person with which whom the Company Issuer or a Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)) at the time of making such payment), (ii) which is subject to such Taxes by reason of its being connected with Canada the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction other than the mere ownership, or receiving payments under or enforcing any province or territory thereof otherwise than by the acquisition or mere holding rights in respect of Notes or the receipt of payments thereundersuch Note, (iii) which is subject to such Taxes by reason of its failure to comply such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty a “specified shareholder” of the Issuer as a pre-condition to exemption fromdefined in subsection 18(5) of the Tax Act, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if by reason of such holder or beneficial owner being a “specified entity” in respect of the Notes are Issuer or any Guarantor as defined in proposals to amend the Tax Act with respect to “hybrid mismatch arrangements” contained in Bill C-59 tabled in Parliament on November 30, 2023; (b) any Tax that is levied or collected other than by withholding from payments on or in respect of the Notes; (c) any Note presented for payment (where presentation is required) more than 15 30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such Notes became due and payable or date, the date on which payment thereof is duly provided forthe full amount of such monies has been paid to the Holders of the Notes, whichever is later (except to the extent that the Holder or beneficial owner of the Notes would have been entitled to such Additional Amounts had on presentation of the Notes been presented same for payment on the last day of such 15-day periodperiod of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Tax; (ve) any Tax imposed to the extent that such withholding is imposed on a payment to resulting from the failure of a Holder or Beneficial Owner who beneficial owner to comply with certification, identification, declaration, filing or similar reporting requirements concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner, if such compliance is an individual required by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; (f) any (i) withholding or deduction imposed pursuant to European Union Directive 2003/48/EC on Sections 1471 to 1474 of the taxation U.S. Internal Revenue Code of savings 1986, as amended (“FATCA”), or any law implementing or complying withsuccessor version thereof, or introduced in order any similar legislation imposed by any other governmental authority, or (ii) Tax or penalty arising from the Holder’s or beneficial owner’s failure to conform toproperly comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, such Directivelaw or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any combination of the foregoing clauses (a) to (f). The Issuer or any Guarantor (as applicable) will also (i1) make such withholding or deduction and (ii2) remit the full amount deducted or withheld by it to the relevant authority in accordance with applicable law. Upon The Issuer or any Guarantor (as applicable) will furnish to the written request Holders of a Holderthe Notes, within 30 days after the Guarantor will furnishdate the payment of any Taxes by it is due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantorit. The Guarantor Issuer and the Guarantors will indemnify and hold harmless each Holder (including, as applicable, the beneficial owners in respect of a Beneficial Owner (other than an Excluded any such Holder) and, upon written request request, will reimburse each such Holder (including, as applicable, the beneficial owners in respect of any Holder (other than an Excluded such Holder) reimburse such Holder for the amount of (i) any such Taxes so (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including, as applicable, the beneficial owners in respect of any such Holder) as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authority, on a timely basis, Notes which have not been withheld or deducted and remitted by the full amounts required under Issuer or any Guarantor (as applicable) in accordance with applicable law; and , (ii) any such liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes so levied or (other than any Taxes for which Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed with respect to any reimbursement under the foregoing clause (i)) or (ii) above in this paragraph, so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if but excluding any such Taxes on such reimbursement had not been imposedHolder’s (including, as applicable, the beneficial owners in respect of any such Holder’s) net income. At least 30 days prior to each date on which Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption amount, purchase price, interest or any other amount payable under or with respect to the Guarantee any Note, such mention shall be deemed to include mention of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf payment of the Guarantor, to pay such Additional Amounts to Holders on the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof (and express mention of the payment dateof Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable)). The obligations of the Guarantor Issuer and the Guarantors under this Section 704 2.12 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeNotes.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Brookfield Infrastructure Corp), Second Supplemental Indenture (Brookfield Infrastructure Partners L.P.)
Payment of Additional Amounts. All i. The Partnership shall make all payments made by on the Guarantor under or with respect to the Notes or the Guarantee will be made Series 13 Preferred Units free and clear of and without withholding or deduction for at source for, or on account of of, any present or future Taxestaxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, unless the Guarantor is such taxes, fees, duties, assessments or governmental charges are required to withhold be withheld or deduct Taxes deducted by law (i) the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including a holding by a court of competent jurisdiction or by the interpretation or administration thereofa taxing authority in any Relevant Taxing Jurisdiction). If a withholding or deduction at source is required, the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect Partnership shall, subject to the Notes or limitations and exceptions set forth in this Section 2(B)(e) and Section 2(B)(f) to this Part XIV of Schedule A, pay to the Guarantee, Series 13 Holders such additional amounts (the Guarantor will pay “Additional Amounts”) as interest such Additional Amounts distributions as may be necessary so that the every net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) payment made to such holders, after such withholding or deduction will (including any such withholding or deduction from such Additional Amounts), shall be equal to the amounts the Partnership would otherwise have been required to pay had no such withholding or deduction been required.
ii. The Partnership shall not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no required to pay any Additional Amounts will be payable for or on account of:
(a) any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Relevant Taxing Jurisdiction or any political subdivision thereof or otherwise had some connection with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Relevant Taxing Jurisdiction other than by reason of its being connected with Canada the mere ownership of, or receipt of payment under, the Series 13 Preferred Units or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are Series 13 Preferred Units presented for payment (where presentation is required for payment) more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Relevant Date (except to the extent that the Holder holder would have been entitled to such Additional Amounts amounts if it had the Notes been presented such units for payment on the last any day of within such 15-30 day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive). The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder“Relevant Date” means, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basispayment, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any such payment under or with respect to the Guarantee of the Guarantor is first becomes due and payable, but if the Guarantor will be obligated to pay Additional Amounts with respect full amount of the moneys payable has not been received by the Paying Agent on or prior to such paymentdue date, it means the Guarantor will deliver first date on which the full amount of such moneys having been so received and being available for payment to holders and notice to that effect shall have been duly given to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.Series 13 Holders;
Appears in 2 contracts
Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Convertible Note to the Notes or the Guarantee will Purchaser and each “qualified assignee” thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Note (i) the holders of the Convertible Note subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Convertible Note to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; (iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.6) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable lawapplicable. Upon the written request A “qualified assignee” of a Holder, Purchaser is a Person that is organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes so levied and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee’s continued exemption from Taxes under applicable law.
(b) The Company shall forthwith pay any present or imposed future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and paid by such Holder levies hereinafter referred to as “Other Taxes”) which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from Purchaser to a Person of any failure of the Guarantor to withhold, deduct or remit Security. Anything herein to the relevant tax authoritycontrary notwithstanding, on Taxes or Other Taxes shall not include income taxes, if any, payable by Purchaser as a timely basisresult of this Agreement, the Transaction Agreements or the transaction contemplated hereunder or thereunder.
(c) The Company shall indemnify Purchaser, or qualified assignee, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts required payable under applicable law; this Section 3.6) paid by Purchaser, or qualified assignee, and any liability (iiincluding penalties, interest and expenses) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date Purchaser or assignee makes written demand therefor. A certificate as to the Guarantee amount of such Taxes or Other Taxes submitted to the Company by Purchaser or assignee shall be conclusive evidence of the Guarantor is amount due and payable, if from the Guarantor will be obligated to pay Additional Amounts with respect Company to such paymentparty.
(d) Within 30 days after the date of any payment of Taxes, the Guarantor Company will deliver furnish to Purchaser the original or a certified copy of a receipt evidencing payment thereof.
(e) Purchaser shall provide to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payableCompany a form W-8, stating that it is a non-U.S. person, together with any additional tax forms which may be required under the amounts so payable and will set forth such other information necessary to enable Code, as amended after the Trustee, on behalf of the Guarantordate hereof, to pay such Additional Amounts allow interest payments to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect be made to the Guaranteeit without deduction.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hepalife Technologies Inc), Securities Purchase Agreement (Hepalife Technologies Inc)
Payment of Additional Amounts. (a) All payments made by the Guarantor under Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or with respect to the Notes or the Guarantee otherwise) will be made free and clear of of, and without withholding or deduction for or on account of any present Taxes imposed, levied, collected, withheld or future Taxesassessed by or on behalf of any Taxing Jurisdiction, unless the Guarantor such withholding or deduction is so required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant Governmental Authority. If the Guarantor any such withholding or deduction is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guaranteerequired, the Guarantor Corporation will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect holder of a Beneficial Owner (including Additional Amounts) Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the Holder holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Holder Debentureholder for or in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) of:
(i) Taxes that would not have been imposed:
(A) but for the existence of any present or former connection between the holder or Beneficial Owner of Debentures and the jurisdiction imposing such tax (including without limitation, by virtue of the holder or Beneficial Owner carrying on a business or having a place of business in such jurisdiction), other than merely holding or ownership of such Debenture; or
(B) if the Debentures are held in definitive registered form (“Definitive Registered Debentures”) and the presentation of Definitive Registered Debentures (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was provided for, whichever is later, except for Additional Amounts with which respect to Taxes that would have been imposed had the Company does holder presented the Debenture for payment within such 30-day period; or
(C) but for the holder or Beneficial Owner not deal dealing at arm’s length (length, within the meaning of the Income Tax Act (Canada)) Act, with the Corporation at the relevant time (other than merely as a result of making such payment, purchasing and holding a Debenture);
(ii) which is subject to such Taxes any estate, inheritance, gift, sales, transfer, personal property or similar Tax; or
(iii) any Taxes, deduction or withholding imposed by reason of its being connected with Canada the failure of the holder or any province or territory thereof otherwise than by the acquisition or mere holding Beneficial Owner of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure a Debenture to comply with any certification, identification, documentation information or other reporting requirements if such compliance is required or imposed by lawa statute, regulation, treaty or regulation or administrative practice or an applicable treaty of the relevant Taxing Jurisdiction as a pre-condition precondition to exemption from, from or a reduction in the rate all or part of deduction or withholding of, such Taxes, deduction or withholding.
(ivb) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that If any such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on so required, the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Corporation will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Corporation will make reasonable efforts to obtain certified copies of tax receipts evidencing the written request payment of a Holderany Taxes so deducted or withheld from the relevant taxing authority. The Corporation will furnish to the holders of the Debentures, within 60 days after the Guarantor will furnishdate the payment of any Taxes so deducted or withheld is due pursuant to applicable law or the interpretation or administration thereof, as soon as reasonably practicable, to such Holder either certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (or, if such receipts are not obtainable, other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect evidence of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. payments.
(c) At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Debentures is due and payable, if the Guarantor Corporation will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Corporation will deliver to the Trustee an Officers’ Officer’s Certificate stating the fact that such Additional Amounts will be payable, stating payable and the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, paying agent to pay such Additional Amounts to Holders the holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts based upon the principal of, premium, if any, interest or any other amount payable under or with respect to any Debenture, such mention will be deemed to include mention of the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(d) The Corporation will pay any stamp, issue, registration, documentary, value added or other similar Taxes and other duties (including interest and penalties) payable in Canada (or any political subdivision or taxing authority thereof), in respect of the creation, issue, offering, execution or enforcement of the Debentures, or any documentation with respect thereto.
(e) Notwithstanding anything in this Indenture to the contrary, the covenants and provisions of this 2.11 shall survive any termination or discharge of this Indenture, and the repayment or conversion of all or any of the Debentures, and shall remain in full force and effect.
(f) If the Corporation fails to make any payment required by this 2.11, the Trustee shall in no circumstances have any responsibility, duty, or be required, to make any such payment.
(g) In accordance with this Indenture, the Corporation will be entitled to cause the Trustee to deduct and withhold any applicable Taxes or similar charges (including interest, penalties or similar amounts in respect thereof) imposed or levied by or on behalf of any government including the Canadian government, or of any province or territory thereof, or any authority or agency therein or thereof, having power to tax, from any payment to be made on or in connection with the Debentures (including, for greater certainty, the issuance of Freely Tradeable Shares upon any conversion of Debentures (including, for greater certainty, the issuance of Freely Tradeable Shares in respect of an Interest Payment Date or the conversion of the Debentures into Shares), provided that the Corporation forthwith remits or causes the Trustee to remit such withheld amount to such government, authority or agency and files all required forms in respect thereof and, at the same time, provides copies of such remittance and filing to the Trustee and the relevant holder of Debentures, the amount of any such deduction or withholding will be considered an amount paid in satisfaction of the Corporation’s obligations under the Debentures. However, the Company shall satisfy all of its obligations pursuant to Section 2.11(a) to gross-up amounts paid to a holder in respect of such deductions or withholdings . The Trustee when acting as paying agent shall itself make such remittances, deductions and filings directly to the governmental authorities and shall act as the agent of the Corporation. The Corporation shall provide tax advice/opinion and directions to the Trustee concerning its obligations to make such deductions, remittances and tax filings and the Trustee may rely on such tax advice/opinion and directions and to be indemnified for such reliance. The Trustee shall have no obligation to verify any payments or any provision of federal, provincial, state, local or foreign tax law. The Trustee shall at all times be indemnified and held harmless by the Corporation from and against any liabilities the Trustee incurred in connection with the failure of the Corporation or its agents, to report, remit or withhold taxes as required by any provision of federal, provincial, state, local or foreign tax law, or otherwise failing to comply with any provision of federal, provincial, state, local or foreign tax law. This indemnification shall survive the resignation or removal of any person acting as the Trustee and the termination of this Indenture solely to the extent that such liabilities have been incurred in connection with taxation years occurring during the term of this Indenture.
Appears in 2 contracts
Samples: Trust Indenture (NexGen Energy Ltd.), Trust Indenture
Payment of Additional Amounts. All payments made by the Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future TaxesIf, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure change in applicable law, regulation or treaty, or in any official application or interpretation thereof, the Borrower is required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the Guarantor to withholdUnited States of America, deduct any possession or remit territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the relevant tax authorityjurisdiction of the United States of America ("U.S. Taxes") from any payments to a Bank in respect of Loans then or thereafter outstanding, or other amounts owing hereunder, the amount payable by the Borrower will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under this Agreement to be payable with respect thereto; provided that the Borrower shall not be required to pay any additional amount pursuant to this subsection (c) to any Bank that (i) is not, on the date this Agreement is executed by such Bank, either (x) entitled to submit Form W8-BEN relating to such Bank and entitling it to a timely basiscomplete or partial exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the full Loans (and in the case of a Bank that on such date is only entitled to present a Form W8-BEN entitling it to a partial exemption from such withholding the Borrower shall in no event be required to make any such additional payment beyond the value of the partial exemption to which such Bank was originally entitled) or Form W8-ECI relating to all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans or (y) a U.S. person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) has failed to submit any form or certificate that it was required to file pursuant to subsection (a) of this Section 12.1 and entitled to file under applicable law; and , or (iiiii) is no longer entitled to submit Form W8-BEN or Form W8-ECI as a result of any change in circumstances other than a change in applicable law, regulation or treaty or in any official application or interpretation thereof. Within 30 days after the Borrower's payment of any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such paymentU.S. Taxes, the Guarantor will Borrower shall deliver to the Trustee an Officers’ Certificate stating Administrative Agent, for the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf account of the Guarantorrelevant Bank(s), to pay originals or certified copies of official tax receipts evidencing such Additional Amounts to Holders on the payment datepayment. The obligations of the Guarantor Borrower under this Section 704 subsection (c) shall survive the discharge payment in full of the Loans and the termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeCommitments.
Appears in 2 contracts
Samples: Credit Agreement (Maytag Corp), Credit Agreement (Maytag Corp)
Payment of Additional Amounts. (a) All payments made by the Guarantor under Issuer or on behalf of the Issuer with respect to the Notes Notes, or by any Guarantor pursuant to the Guarantee Guarantees, will be made free and clear of and without withholding or deduction for or on account of any present or future Taxestaxes imposed by any Canadian taxing authority, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant taxing authority. If the Issuer or a Guarantor is so required obligated to withhold or deduct any amount for or on account of Taxes taxes imposed by any Canadian taxing authority from any payment made under or with respect to the Notes or the GuaranteeNotes, the Issuer or such Guarantor will will:
(1) make such withholding or deduction;
(2) remit the full amount deducted or withheld to the relevant government authority in accordance with the applicable law;
(3) pay as interest such additional amounts (collectively, “Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes taxes had not been withheld or deducted;
(4) furnish to the Trustee for the benefit of the Holders, within 30 days after the date of the payment of any taxes is due, an official receipt of the relevant government authority for all amounts deducted or withheld, or if such receipt is not obtainable, other evidence of payment by the Issuer or such Guarantor of those taxes;
(5) indemnify and hold harmless each Holder, other than as described below, for the amount of:
(A) any taxes (including interest and penalties) paid by such Holder as a result of payments made on or with respect thereto; provided that no Additional Amounts will be payable and
(B) any taxes imposed with respect to any reimbursement under clause (a)(5)(A) above or this clause (a)(5)(B), but excluding any such taxes on such Holder’s net income; and
(6) at least 15 days prior to each date on which any Additional Amounts are payable, deliver to the Trustee an Officers’ Certificate setting forth the calculation of the Additional Amounts to be paid and such other information as the Trustee may request to enable the Trustee to pay such Additional Amounts to Holders on the payment date and on the date Additional Amounts are payable, deliver to the Trustee an amount of money equal to the Additional Amounts.
(b) Notwithstanding the foregoing, neither the Issuer nor a payment made Guarantor will pay Additional Amounts to a Holder in respect of a Beneficial Owner beneficial owner of a Note:
(each, an “Excluded Holder” for purposes of this Section 704) (i1) with which the Company Issuer does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, or
(ii2) which is subject to such Taxes taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition mere acquisition, holding or mere holding disposition of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction . Any reference in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except this Indenture to the extent that payment of principal, premium, if any, interest, the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment purchase price pursuant to a Holder Change of Control Offer or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings Asset Sale Offer, redemption price or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full other amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to the Guarantee of the Guarantor is due and payableany Note, if the Guarantor will be obligated deemed to pay include the payment of Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officersextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuer’s and the Guarantors’ Certificate stating the fact that such obligation to make payments of Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and any termination of this Supplemental Indenture and or the payment defeasance of all amounts under or with respect to the Guaranteeany rights hereunder.
Appears in 2 contracts
Samples: Indenture (Compton Petroleum Holdings CORP), Indenture (Compton Petroleum Holdings CORP)
Payment of Additional Amounts. All payments made by or on behalf of the Guarantor Company under or with respect to the Notes or the Guarantee Securities (including, without limitation, any Additional Interest Amount) will be made free and clear of of, and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax, including without limitation any taxes imposed under Part XIII of the Tax Act (“Canadian Taxes”), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Guarantor Company is so required to withhold or deduct any amount for for, or on account of of, Canadian Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will make such withholding or deduction and pay as additional interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amountsother than an Excluded Holder) after such withholding or deduction (including any withholding or deduction required to be made in respect of any Additional Amounts) will not be less than the amount the Holder (other than an Excluded Holder) would have received in respect of such Beneficial Owner if such Canadian Taxes had not been withheld or deducteddeducted and similar payment (the term “Additional Amounts” shall also include any such similar payments) will also be made by the Company to Holders (other than Excluded Holders) of Securities that are exempt from withholding but are required to pay Canadian Taxes directly on amounts otherwise subject to withholding; provided provided, however, that no Additional Amounts will be payable with respect to to:
(a) a payment made to a Holder in respect or former Holder of a Beneficial Owner Securities (each, an “Excluded Holder” for purposes ”) in respect of this Section 704) the beneficial owner thereof:
(i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)Act) at the time of making such payment, ; or
(ii) which that is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirements requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such TaxesCanadian Taxes (provided that in the case of any imposition or change in any such certification, identification, information, documentation or other reporting requirement which applies generally to Holders of Securities who are not residents of Canada, at least 60 days prior to the effective date of any such imposition or change, the Company shall give written notice, in the manner provided in this Indenture, to the Trustee, the Co-Trustee and the Holders of the Securities then outstanding of such imposition or change, as the case may be, and provide the Trustee, the Co-Trustee and such Holders with such forms or documentation, if any, as may be required to comply with such certification, identification, information, documentation, or other reporting requirement); or
(iviii) if that is subject to such Canadian Taxes by reason of its carrying on a trade or business in Canada or any province or territory thereof, having a permanent establishment in any such jurisdiction, being organized under the Notes are presented for payment more laws of any such jurisdiction, being or being deemed to be resident in any such jurisdiction or otherwise being connected with any such jurisdiction otherwise than 15 days after by the date on which mere holding of such payment or such Notes became due and payable Securities or the date on which payment thereof is duly provided forreceipt of payments or exercise of any enforcement rights, whichever is later thereunder; or
(except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day periodb) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or governmental charge (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive“Excluded Taxes”). The Guarantor Company will also (iA) make such withholding or deduction for Canadian Taxes (other than Excluded Taxes in respect of payments made to a Holder (other than an Excluded Holder) under or with respect to the Securities) and (iiB) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will furnish to the written request Trustee and the Co-Trustee, within 30 days after the date the payment of a Holderany Canadian Taxes is due pursuant to applicable law in respect of such Securities, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner any Securities (other than an Excluded Holder) and, upon written request of from any Holder Canadian Taxes (other than an Excluded HolderTaxes) reimburse such Holder for in respect of which any Additional Amounts are payable by but not paid by the amount of Company, including any Canadian Taxes (iother than Excluded Taxes) any such Taxes so levied or imposed and paid by such on the Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposedindemnity payment. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payablepaid in cash semi-annually on the applicable February 1 or August 1, stating the amounts so payable and will set forth such other information necessary to enable the Trusteeat Maturity, on behalf of the Guarantorany Redemption Date, to pay such Additional Amounts to Holders on the payment datea Conversion Date or on any Fundamental Change Purchase Date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts under principal and interest or any other amount payable under, or with respect to, any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the Guaranteeextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. Anything in this Indenture to the contrary notwithstanding, the covenants and provisions of this Section 10.10 shall survive any termination or discharge of this Indenture, and the repayment of all or any of the Securities, and shall remain in full force and effect.
Appears in 2 contracts
Samples: Indenture (Biovail Corp International), Indenture (Biovail Corp International)
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Preferred Shares to the Notes or the Guarantee will Purchaser and each “qualified assignee” thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Preferred Shares (i) the holders of the Preferred Shares subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Preferred Shares to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; (iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.6) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law; provided, however, the Company shall not be required to pay any taxes owed by Purchaser or any qualified assignee resulting from (x) the payment of dividends on the Preferred Shares by the Company or (y) any gain recognized from the transfer of the Preferred Shares by the Purchaser to a qualified assignee. Upon the written request A “qualified assignee” of a Holder, Purchaser is a Person that is organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes so levied and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee’s continued exemption from Taxes under applicable law.
(b) The Company shall forthwith pay any present or imposed future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and paid by such Holder levies hereinafter referred to as “Other Taxes”) which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from Purchaser to a Person of any failure of the Guarantor to withholdSecurity.
(c) The Company shall indemnify Purchaser, deduct or remit to the relevant tax authorityqualified assignee, on a timely basis, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts required payable under applicable law; this Section 3.6) paid by Purchaser, or qualified assignee, and any liability (iiincluding penalties, interest and expenses) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date Purchaser or assignee makes written demand therefor. A certificate as to the Guarantee amount of such Taxes or Other Taxes submitted to the Company by Purchaser or assignee shall be conclusive evidence of the Guarantor is amount due and payable, if from the Guarantor will be obligated to pay Additional Amounts with respect Company to such paymentparty.
(d) Within 30 days after the date of any payment of Taxes, the Guarantor Company will deliver furnish to Purchaser the original or a certified copy of a receipt evidencing payment thereof.
(e) Purchaser shall provide to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payableCompany a form W-8, stating that it is a non-U.S. person, together with any additional tax forms which may be required under the amounts so payable and will set forth such other information necessary to enable Code, as amended after the Trustee, on behalf of the Guarantordate hereof, to pay such Additional Amounts allow interest payments to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect be made to the Guaranteeit without deduction.
Appears in 2 contracts
Samples: Exchange Agreement (Speedemissions Inc), Exchange Agreement (Speedemissions Inc)
Payment of Additional Amounts. All (a) The Company shall make all payments made by on the Guarantor under or with respect to the Notes or the Guarantee will be made Preference Shares free and clear of and without withholding or deduction for at source for, or on account of of, any present or future Taxestaxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, unless the Guarantor is such taxes, fees, duties, assessments or governmental charges are required to withhold be withheld or deduct Taxes deducted by law (x) the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by the interpretation or administration thereofa taxing authority in any Relevant Taxing Jurisdiction). If withholding or deduction at source is required, the Guarantor is so required Company shall, subject to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect certain limitations and exceptions described below, pay to the Notes holders or beneficial owners of the Guarantee, Preference Shares such additional amounts (the Guarantor will pay as interest such “Additional Amounts Amounts”) as may be necessary so that every net payment made to such holders or beneficial owners, after the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will deduction, shall not be less than the amount the Holder would have received provided for in respect this Certificate of such Beneficial Owner if such Taxes had Designation to be then due and payable.
(b) The Company shall not been withheld or deducted; provided that no be required to pay any Additional Amounts will be payable with respect to a payment made to a Holder in respect for or on account of:
(1) any tax, fee, duty, assessment or governmental charge of a Beneficial Owner (each, an “Excluded Holder” whatever nature that would not have been imposed but for purposes of this Section 704) the fact that such holder or beneficial owner (i) was a resident, citizen, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Relevant Taxing Jurisdiction or otherwise had some connection with which the Company does not deal at arm’s length (within the meaning Relevant Taxing Jurisdiction other than by reason of the Income Tax Act (Canada)) at the time mere ownership of, or receipt of making payment under, such payment, Preference Shares or (ii) which presented, where presentation is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding ofrequired, such Taxes, (iv) if the Notes are presented Preference Shares for payment more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forRelevant Date, whichever is later (except to the extent that the Holder holder or beneficial owner would have been entitled to such Additional Amounts if it had the Notes been presented such Preference Shares for payment on the last any day of such 15within that 30-day period;
(2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, fee, duty, assessment or other governmental charge;
(v3) any tax, fee, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payment on the Preference Shares;
(4) any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or beneficial owner of such Preference Shares to comply with any reasonable request by the Company addressed to the extent that holder within ninety (90) days of such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also request (i) make such withholding to provide information concerning the nationality, citizenship, residence or deduction and identity of the holder or beneficial owner or (ii) remit to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the full amount Relevant Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge;
(5) any taxes, duties, assessments or governmental charges required to be withheld or deducted or withheld to under Sections 1471 through 1474 of the relevant authority in accordance with applicable law. Upon the written request United States Internal Revenue Code of a Holder, the Guarantor will furnish1986, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner amended (or any United States Treasury Regulations or other than an Excluded Holder) and, upon written request of any Holder administrative guidance thereunder); or
(other than an Excluded Holder) reimburse such Holder for the amount of (i6) any such Taxes so levied or imposed and paid by such Holder as a result combination of any failure of the Guarantor to withholditems (1), deduct or remit to the relevant tax authority(2), on a timely basis(3), the full amounts required under applicable law; (4) and (ii5) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause of this Section 5(b).
(i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would c) The Company shall not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to any payment on any such paymentPreference Shares to any holder or beneficial owner who is a fiduciary, partnership, limited liability company or other pass-through entity or a person other than the Guarantor will deliver sole beneficial owner of such Preference Shares if such payment would be required by the laws of the Relevant Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or other pass-through entity or a beneficial owner to the Trustee an Officers’ Certificate stating the fact that extent such beneficiary, settlor, member or beneficial owner would not have been entitled to such Additional Amounts will be payablehad it been the holder or beneficial owner of the Preference Shares.
(d) If a payment on the Preference Shares is subject to withholding or deduction for, stating the amounts so payable and will set forth such or on account of, any taxes or other information necessary to enable the Trustee, governmental charges imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, the Guarantor, Company shall pay the taxes or other governmental charges to the Relevant Taxing Jurisdiction in accordance with applicable law and furnish to the dividend disbursing agent certified copies of tax receipts (or other evidence of payment reasonably satisfactory to the dividend disbursing agent) evidencing payment of the taxes or other governmental charges. Copies of such documentation will be made available by the dividend disbursing agent to holders of the Preference Shares upon written request.
(e) The requirement to pay such Additional Amounts shall apply to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guaranteeany Successor Corporation.
Appears in 2 contracts
Samples: Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD)
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee Securities will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704”) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes Securities or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will furnish to the written request Holders of a Holderthe Securities, within 30 days after the Guarantor will furnishdate the payment of any Taxes is due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authoritySecurities, on a timely basis, the full amounts required under applicable law; and (ii) any such liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or (ii), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if but excluding any such Taxes on such reimbursement had not been imposedHolder’s net income. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Guarantor Company will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Company will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the GuarantorCompany, to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Change in Control Purchase Price, Offered Price, interest or any other amount payable under or with respect to any Security such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Guarantor Company under this Section 704 1021 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeSecurities.
Appears in 2 contracts
Samples: Indenture (Rogers Communications Inc), Indenture (Rogers Communications Inc)
Payment of Additional Amounts. (a) All payments made by the Guarantor under or OPTI with respect to the Notes Notes, or by any Guarantor pursuant to the Guarantee will Guarantees, shall be made free and clear of and without withholding or deduction for or on account of any present or future Taxestaxes imposed by any Canadian taxing authority, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant taxing authority. If the OPTI or a Guarantor is so required obligated to withhold or deduct any amount for or on account of Taxes taxes imposed by any Canadian taxing authority from any payment made under or with respect to the Notes Notes, OPTI or such Guarantor will:
(1) make such withholding or deduction;
(2) remit the Guarantee, full amount deducted or withheld to the Guarantor will relevant government authority in accordance with the applicable law;
(3) pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will shall not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes taxes had not been withheld or deducted; provided that no ;
(4) furnish to the Trustee for the benefit of the Holders, within 30 days after the date of the payment of any taxes is due, an official receipt of the relevant government authority for all amounts deducted or withheld, or if such receipts are not obtainable, other evidence of payment by OPTI or such Guarantor of those taxes;
(5) at least 15 days prior to each date on which any Additional Amounts will are payable, deliver to the Trustee an Officers’ Certificate setting forth the calculation of the Additional Amounts to be payable with respect paid and such other information as the Trustee may request to enable the Trustee to pay such Additional Amounts to Holders on the payment date.
(b) Notwithstanding the foregoing, neither OPTI nor a payment made Guarantor shall pay Additional Amounts to a any Holder in respect of a Beneficial Owner beneficial owner of a Note:
(each, an “Excluded Holder” for purposes of this Section 704) (i1) with which the Company OPTI or such Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, ;
(ii2) which is subject to such Taxes taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition mere acquisition, holding or mere holding disposition of Notes or the receipt of payments thereunder, ; or
(iii3) which is subject to such Taxes for or on account of any taxes imposed or withheld by reason of its the failure of the holder or beneficial owner of the note to comply with complete, execute and deliver to OPTI or a Guarantor, as the case may be, any certification, identification, documentation form or other reporting requirements if compliance is document to the extent applicable to such holder or beneficial owner that may be required by law, regulation, administrative practice law or an applicable treaty as a pre-condition by reason of administration of such law and which is reasonably requested in writing to exemption from, be delivered to OPTI or a reduction such Guarantor in order to enable OPTI or such Guarantor to make payments on the rate of Notes without deduction or withholding offor taxes, such Taxesor with deduction or withholding of a lesser amount, (iv) if the Notes are presented for payment more than 15 which form or document shall be delivered within 60 days after the date on which such payment of a written request therefor by OPTI or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except Guarantor. Any reference in this Indenture to the extent that the Holder would have been entitled to such payment of principal, premium, if any, interest, Additional Amounts had the Notes been presented on the last day Interest, Change of such 15-day period) Control or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings Asset Sale purchase price, redemption price or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full other amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to any Note, shall be deemed to include the Guarantee payment of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment dateextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations OPTI’s and the Guarantors’ obligation to make payments of the Guarantor under this Section 704 Additional Amounts shall survive the discharge and any termination of this Supplemental Indenture and or the payment defeasance of all amounts under or with respect to the Guaranteeany rights hereunder.
Appears in 2 contracts
Samples: Indenture (Opti Canada Inc), Indenture (Opti Canada Inc)
Payment of Additional Amounts. (a) All payments made amounts paid or credited by the Guarantor Company under or with respect to the Notes Notes, or the by any Guarantor under or in respect of its Guarantee will shall be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Company or such Guarantor is required to withhold or deduct any amount for or on account of Taxes by law or by the interpretation or administration thereofof law. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made amount paid or credited under or with respect to the Notes or the GuaranteeGuarantees, the Company or such Guarantor will shall pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will (including any withholding or deduction in respect of Additional Amounts) shall not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided provided, that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704”) (i1) with which whom the Company or such Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii2) which who is subject to such the Taxes in question by reason of its being connected with Canada or any province or territory thereof the jurisdiction imposing such Taxes otherwise than by the mere acquisition or mere holding of the Notes or the receipt of payments thereunder or the enforcement of its rights thereunder, or (iii3) which who is subject to such Taxes by reason of its failure because the Holder is or is deemed to comply with any certification, identification, documentation be resident in Canada or other reporting requirements if compliance uses or holds or is required by law, regulation, administrative practice deemed or an applicable treaty as a pre-condition considered to exemption from, use or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if hold the Notes are presented in carrying on business in Canada for payment more than 15 days after purposes of the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Income Tax Act (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such DirectiveCanada). The Guarantor Company and any Guarantors will also (ia) make such withholding or deduction and (iib) remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required under applicable law. Upon The Company and any Guarantors shall furnish to the written request Holders of a HolderNotes that are outstanding on the date of the withholding or deduction, within 30 days after the Guarantor will furnishdate of the payment of any Taxes due under applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company or such Guarantor. .
(b) The Guarantor will indemnify Company and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) andany Guarantors shall, upon written request of any Holder (other than an Excluded Holder) ), reimburse each such Holder Holder, for the amount of (i1) any such Taxes so required to be withheld or deducted which are levied or imposed on and paid by such Holder or the beneficial owner of the Notes as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authority, on a timely basis, Notes or the full amounts required under applicable lawGuarantees and reasonable expenses related thereto; and (ii2) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), 1) so that the net amount received by such Holder in respect of a Beneficial Owner or beneficial owner after such reimbursement would will not be less than the net amount such the Holder or beneficial owner would have received if the Taxes described in respect subclauses (1) and (2) of such Beneficial Owner if this paragraph had not been imposed, but excluding any such Taxes on such reimbursement had not been imposed. Holder’s or beneficial owner’s net income generally.
(c) At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes is due and payable, if the Company or any Guarantor will shall be obligated to pay Additional Amounts with respect to such payment, the Company or such Guarantor will shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will shall be payable, stating payable and specifying the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts there is mentioned, in any context, principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(d) The Company or any Guarantor shall pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery or registration of, or enforcement of rights under the Notes, this Indenture or any related document (“Documentary Taxes”).
(e) The obligation to pay Additional Amounts (and any reimbursement) and Documentary Taxes under the terms and conditions described above will survive any termination defeasance or discharge of this Indenture.
Appears in 2 contracts
Samples: Indenture (Catalyst Paper Corp), Indenture (Catalyst Paper Corp)
Payment of Additional Amounts. (a) All payments made by of principal, premium and interest in respect of the Guarantor under or with respect to the Notes or the Guarantee will Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any authority therein or thereof having power to tax ("Mexican Taxes"), except to the extent that such Mexican Taxes are required by Mexico or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Mexican Taxes, unless the Guarantor is required to withhold or deduct Taxes by law or Company shall pay such additional amounts ("Additional Amounts") as will result in receipt by the interpretation or administration thereof. If Holders of Securities on the Guarantor is so required to withhold or deduct any amount for or on account respective due dates of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay such amounts as interest such Additional Amounts as may be necessary so that the net amount would have been received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after them had no such withholding or deduction will not be less than the amount the Holder would have received (including for any Mexican Taxes payable in respect of such Beneficial Owner if such Taxes had not Additional Amounts) been withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with respect to any payment on a payment made Security to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) the extent:
(i) with which that any such taxes, duties, assessments or other governmental charges would not have been imposed but for (A) a connection between the Company does not deal at arm’s length (within Holder and Mexico other than the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or such Security and the receipt of payments thereunder, (iii) which is subject with respect to such Taxes Security or (B) failure by reason of its failure the Holder to comply with any certification, identification, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connection with Mexico of the Holder, if compliance is required by law, regulation, administrative practice regulation or by an applicable income tax treaty to which Mexico is a party and which is in effect, as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, the tax, assessment or other governmental charge and we have given the Holders at least 30 days' notice that Holders will be required to provide such Taxesinformation and identification;
(ii) of any such taxes, (iv) if the Notes are duties, assessments or other governmental charges with respect to a Security presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is later (occurs later, except to the extent that the Holder of such Security would have been entitled to such Additional Amounts had the Notes been presented on the last day of presenting such Security for payment on any date during such 15-day period;
(iii) of estate, inheritance, gift or other similar taxes imposed with respect to a Security;
(iv) any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on any series of Securities;
(v) any payment on a Security to a Holder who is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that such withholding is imposed on a payment to a Holder beneficiary or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts settlor with respect to such paymentfiduciary, a member of such a partnership or the Guarantor will deliver beneficial owner of such payment would not have been entitled to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payablehad such beneficiary, stating settlor, member or beneficial owner been the amounts so payable and will set forth Holder of such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeSecurity.
Appears in 2 contracts
Samples: Indenture (Telefonos De Mexico S a De C V), Indenture (Telefonos De Mexico S a De C V)
Payment of Additional Amounts. All payments made by or on behalf of the Guarantor under Company on or with respect to the Notes or the Guarantee will shall be made free and clear of and without withholding or deduction for or on account of any present or future TaxesTaxes imposed by any Canadian Taxing Authority, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant Taxing Authority. If the Guarantor Company or any other payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under on or with respect to the Notes or the GuaranteeNotes, the Guarantor will Company shall:
(a) make such withholding or deduction;
(b) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law;
(c) pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will shall not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted;
(d) furnish to the Holders, within 30 days after the date the payment of any Taxes is due, certified copies of tax receipts evidencing such payment by the Company;
(e) indemnify and hold harmless each Holder (other than an Excluded Holder) for the amount of (i) any Taxes paid by such Holder as a result of payments made on or with respect to the Notes, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto and (iii) any Taxes imposed with respect to any reimbursement under (i) or (ii), but excluding any such Taxes on such Holder's net income; provided that and
(f) at least 30 days prior to each date on which any Additional Amounts are payable, deliver to the Trustee an Officers' Certificate stating the amounts so payable and such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Notwithstanding the foregoing, no Additional Amounts will shall be payable with respect to a payment made to a Holder in respect of a Beneficial Owner beneficial owner of a Note (each, an “"Excluded Holder” for purposes of this Section 704) "):
(ia) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, ; or
(iib) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition mere acquisition, holding or mere holding disposition of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.
Appears in 2 contracts
Samples: Indenture (360networks Inc), Indenture (360networks Inc)
Payment of Additional Amounts. All payments made by the a Guarantor under or with respect to the Notes or the its Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the such Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the a Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the its Guarantee, the such Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Such Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the such Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the such Guarantor. The Such Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the such Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the a Guarantor is due and payable, if the such Guarantor will be obligated to pay Additional Amounts with respect to such payment, the such Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the such Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor Guarantors under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeGuarantees.
Appears in 2 contracts
Samples: First Supplemental Indenture (Rogers Communications Inc), Second Supplemental Indenture (Rogers Communications Inc)
Payment of Additional Amounts. All Unless otherwise required by Bermudan law, neither the Company nor any Guarantor will deduct or withhold from payments made by the Guarantor under or with respect to the Notes or Securities and the Guarantee will be made free and clear of and without withholding or deduction for or Guarantees, if any, on account of any present or future Taxes, unless . In the event that either the Company or any Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of any Taxes due from any payment made under or with respect to the Notes Securities or any Guarantees, as the Guaranteecase may be, the Guarantor Company or such Guarantor, as the case may be, will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction Securities will not be less than equal the amount that the Holder would have received in respect of such Beneficial Owner if such the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect to the extent: (a) that any Taxes would not have been so imposed but for the existence of a Beneficial Owner (eachany present or former connection between the Holder and Bermuda, an “Excluded Holder” for purposes of this Section 704) (i) with which other than the Company does not deal at arm’s length (within the meaning mere receipt of the Income Tax Act (Canada)) at the time of making such payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees, if any, or this Indenture; (iib) which is subject of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to the Securities or any other Taxes payable other than by withholding or deduction, except as described below or as otherwise provided in this Indenture; (c) that any such Taxes by reason would not have been imposed but for the presentation of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunderSecurities, (iii) which where presentation is subject to such Taxes by reason of its failure to comply with any certificationrequired, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment on a date more than 15 30 days after the date on which such the payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts had the Notes Securities been presented for payment on the last day of any date during such 1530-day period) ; or (vd) that the Holder would not be liable or subject to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (i) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (ii) at least 60 days prior to the first payment with respect to which the Company or such Guarantor shall apply this clause (d), the Company or such Guarantor shall have notified all Holders of the Securities in writing that they shall be required to provide this declaration or claim. The Company and such Guarantor shall also (w) withhold or deduct such Taxes as required; (x) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (y) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (z) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company or such Guarantor and, notwithstanding the Company’s or such Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. The In addition, the Company or any Guarantor will indemnify pay any stamp, issue, registration, documentary or other similar taxes and hold harmless each Holder duties, including interest, penalties and additional amounts with respect thereto, payable in respect Bermuda or the United States, or any political subdivision or taxing authority of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for or in the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed foregoing with respect to any reimbursement under the foregoing clause (i)creation, so that issue, offering, enforcement, redemption or retirement of the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposedSecurities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Company or any Guarantor will be becomes obligated to pay Additional Amounts with respect to such payment, the Guarantor will Company (or in respect of the Guarantees, such Guarantor) shall deliver to the Trustee and the Securities Administrator an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating and the amounts so payable and will set forth such other information as is necessary to enable the Trustee, on behalf of Trustee or to allow the Guarantor, Trustee to cause the Paying Agent to pay such Additional Amounts to the Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts under principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest), if any, or any other amount payable on or with respect to any of the GuaranteeSecurities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).
Appears in 2 contracts
Samples: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Payment of Additional Amounts. All Unless otherwise required by Bermudan law, neither the Company nor the Guarantor will deduct or withhold from payments made by the Guarantor under or with respect to the Notes or Securities and the Guarantee will be made free and clear of and without withholding or deduction for or Guarantees on account of any present or future Taxes, unless . In the event that either the Company or the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of any Taxes due from any payment made under or with respect to the Notes Securities or the GuaranteeGuarantees, as the case may be, the Guarantor Company or the Guarantor, as the case may be, will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction Securities will not be less than equal the amount that the Holder would have received in respect of such Beneficial Owner if such the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704”) to the extent: (i) with which that any Taxes would not have been so imposed but for the Company does not deal at arm’s length (within existence of any present or former connection between the meaning Holder and Bermuda, other than the mere receipt of the Income Tax Act (Canada)) at the time of making such payment, acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantees or this Indenture; (ii) which is subject of any estate, inheritance, gift, sales, transfer or personal property Taxes imposed with respect to such Taxes by reason of its being connected with Canada the Securities or any province or territory thereof otherwise other Taxes payable other than by the acquisition withholding or mere holding of Notes deduction, except as described below or the receipt of payments thereunder, as otherwise provided in this Indenture; (iii) which is subject to that any such Taxes by reason would not have been imposed but for the presentation of its failure to comply with any certificationthe Securities, identificationwhere presentation is required, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment on a date more than 15 30 days after the date on which such the payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (later, except to the extent that the beneficiary or Holder thereof would have been entitled to such Additional Amounts had the Notes Securities been presented for payment on the last day of any date during such 1530-day period) ; or (viv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if: (a) the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and (b) at least 60 days prior to the extent first payment with respect to which the Company or the Guarantor shall apply this clause (iv), the Company or the Guarantor shall have notified all Holders of the Securities in writing that such withholding is imposed on a payment they shall be required to a Holder provide this declaration or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directiveclaim. The Company and the Guarantor will shall also (i) make withhold or deduct such withholding or deduction and Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the Company’s or the Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments. The In addition, the Company or the Guarantor will indemnify pay any stamp, issue, registration, documentary or other similar taxes and hold harmless each Holder duties, including interest, penalties and additional amounts with respect thereto, payable in respect Bermuda or the United States, or any political subdivision or taxing authority of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for or in the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed foregoing with respect to any reimbursement under the foregoing clause (i)creation, so that issue, offering, enforcement, redemption or retirement of the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposedSecurities or Guarantees. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Company or the Guarantor will be becomes obligated to pay Additional Amounts with respect to such payment, the Guarantor will Company (or in respect of the Guarantees, the Guarantor) shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating and the amounts so payable and will set forth such other information as is necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to the Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts under principal of and premium, if any, Additional Amounts, if any, or interest (including defaulted interest) or any other amount payable on or with respect to any of the GuaranteeSecurities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 3.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.08 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).
Appears in 2 contracts
Samples: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Payment of Additional Amounts. All If with respect to Securities of any series it is specified pursuant to Section 2.5 that this Section 3.7 and Section 10.6 shall apply to Securities of such series then all payments in respect of Securities of such series, including, without limitation, payments of principal and interest, if any, shall be made by the Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of and Issuer without withholding or deduction for or on account of any present or future Taxes, Taxes unless the Guarantor Issuer is required to withhold or deduct Taxes by applicable law or by the interpretation or of administration thereofthereof by the relevant government authority. If In the Guarantor event the Issuer is so required to deduct or withhold or deduct any amount for or on account of Taxes from any payment made under on or with respect to the Notes or the GuaranteeSecurities of such series, the Guarantor will Issuer shall pay as interest such Additional Amounts as may be necessary so in order that the net amount amounts received by each Holder holder or beneficial owner of the Securities of such series after such withholding or deduction in respect of a Beneficial Owner such Taxes (including Additional Amounts) after such withholding or deduction will not be less than shall equal the amount the Holder respective amounts of principal, interest, if any, and premium, if any, which would have been received in respect of the Securities of such Beneficial Owner if series in the absence of such Taxes had not been withheld withholding or deducteddeduction; provided that no such Additional Amounts will be payable with respect to a (1) any payment made to a Holder holder or beneficial owner who is liable for such Taxes in respect of any Security of such series (a) by reason of such holder or beneficial owner being a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) person with which whom the Company does Issuer is not deal dealing at arm’s 's length (within for the meaning purposes of the Income Tax Act (Canada)) at the time of making such payment, or (iib) which is subject to such Taxes by reason of its being connected with the existence of any present or former connection between such holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof otherwise or therein or agency thereof or therein other than the mere holding, use or ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights in respect of any Security of such series as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein or any agency thereof or therein, (2) any Tax which would not have been so imposed but for the presentation by the acquisition or mere holding holder of Notes or the receipt any Security of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented series for payment on a date more than 15 10 days after the date on which such the payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (3) any estate, inheritance, gift, sales, transfer, personal property or excise tax or any similar tax, assessment or governmental charge; (4) any Tax which is later payable otherwise than by withholding from payments in respect of principal of, any premium or any interest on any Security of such series; (except 5) any Tax imposed as a result of the failure to comply with (a) certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with Canada or any province or territory thereof of the holder or beneficial owner of any Security of such series, if such compliance is required by statute, or by regulation, as a precondition to relief or exemption from such Tax or (b) any other certification, information, documentation, reporting or other similar requirements under Canadian federal or provincial income tax laws or regulations that would establish entitlement to otherwise applicable relief or exemption from such Tax, assessment or other governmental charge; (6) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of the principal of, any premium or any interest on any Security of such series, if the payment can be made without such withholding by at least one other paying agent; or (7) any combination of items (1), (2), (3), (4), (5) or (6). Furthermore, no Additional Amounts shall be paid with respect to any payment on any Security of such series to a holder or beneficial owner who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that the Holder a beneficiary or settlor with respect to such fiduciary or a member of such partnership or beneficial owner would not have been entitled to such receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Notes been presented on the last day holder of any such Security of such 15-day period) series. Whenever in this Indenture or (v) the Securities of any series to which this Section 3.7 is applicable there is a reference, in any context, to the payment of the principal of or interest, if any, on, or in respect of, any Security to which this Section 3.7 is applicable, such payment shall be deemed to include the payment of Additional Amounts provided for in this Section to the extent that that, in such withholding is imposed on a payment to a Holder context, Additional Amounts are, were or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder would be payable in respect of a Beneficial Owner such payment pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (other than an Excluded Holderif applicable) and, upon written request in any provision hereof or thereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as specifically provided in this Section 3.7 and Section 10.6 with respect to Securities of any Holder (other than an Excluded Holder) reimburse series to which such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basissections are applicable, the full amounts Issuer will not be required under applicable law; and (ii) to make any such Taxes so levied or imposed payment with respect to any reimbursement under the foregoing clause (i)tax, so that the net amount received assessment or governmental charge imposed by such Holder in respect of any government or a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under political subdivision or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under taxing authority thereof or with respect to the Guaranteetherein.
Appears in 2 contracts
Samples: Indenture (Textron Financial Canada Funding Corp), Indenture (Textron Financial Canada Funding Corp)
Payment of Additional Amounts. All i. The Partnership shall make all payments made by on the Guarantor under or with respect to the Notes or the Guarantee will be made Series 3 Preferred Units free and clear of and without withholding or deduction for at source for, or on account of of, any present or future Taxestaxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Relevant Taxing Jurisdiction, unless the Guarantor is such taxes, fees, duties, assessments or governmental charges are required to withhold be withheld or deduct Taxes deducted by law (i) the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including a holding by a court of competent jurisdiction or by the interpretation or administration thereofa taxing authority in any Relevant Taxing Jurisdiction). If a withholding or deduction at source is required, the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect Partnership shall, subject to the Notes or limitations and exceptions set forth in this Section 2(B)(e) and Section 2(B)(f) to this Part IV of Schedule A, pay to the Guarantee, Series 3 Holders such additional amounts (the Guarantor will pay “Additional Amounts”) as interest such Additional Amounts distributions as may be necessary so that the every net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) payment made to such holders, after such withholding or deduction will (including any such withholding or deduction from such Additional Amounts), shall be equal to the amounts the Partnership would otherwise have been required to pay had no such withholding or deduction been required.
ii. The Partnership shall not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no required to pay any Additional Amounts will be payable for or on account of:
(a) any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Relevant Taxing Jurisdiction or any political subdivision thereof or otherwise had some connection with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Relevant Taxing Jurisdiction other than by reason of its being connected with Canada the mere ownership of, or receipt of payment under, the Series 3 Preferred Units or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are Series 3 Preferred Units presented for payment (where presentation is required for payment) more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Relevant Date (except to the extent that the Holder holder would have been entitled to such Additional Amounts amounts if it had the Notes been presented such units for payment on the last any day of within such 15-30 day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive). The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder“Relevant Date” means, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basispayment, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any such payment under or with respect to the Guarantee of the Guarantor is first becomes due and payable, but if the Guarantor will be obligated to pay Additional Amounts with respect full amount of the moneys payable has not been received by the Paying Agent on or prior to such paymentdue date, it means the Guarantor will deliver first date on which the full amount of such moneys having been so received and being available for payment to holders and notice to that effect shall have been duly given to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.Series 3 Holders;
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Property Partners L.P.)
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Bridge Note to the Notes or the Guarantee will any Purchaser and each “qualified assignee” thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Bridge Note (i) the holders of the Bridge Note subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Bridge Note to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; (iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.6) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A “qualified assignee” of a Purchaser is a Person that is organized under the laws of (I) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee’s continued exemption from Taxes under applicable law. Upon .
(b) The Company shall forthwith pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and levies hereinafter referred to as “Other Taxes”) which arise from any payment made under any of the written request of a HolderTransaction Agreements or from the execution, the Guarantor will furnishdelivery or registration of, as soon as reasonably practicableor otherwise with respect to, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (this Agreement other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder payable solely as a result of the transfer from the Purchaser to a Person of any failure of the Guarantor to withholdSecurity. (c) The Company shall indemnify Purchaser, deduct or remit to the relevant tax authorityqualified assignee, on a timely basis, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts required payable under applicable law; this Section 3.6) paid by each Purchaser, or qualified assignee, and any liability (iiincluding penalties, interest and expenses) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date such Purchaser or assignee makes written demand therefor. A certificate as to the Guarantee amount of such Taxes or Other Taxes submitted to the Company by such Purchaser or assignee shall be conclusive evidence of the Guarantor is amount due and payable, if from the Guarantor will be obligated to pay Additional Amounts with respect Company to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guaranteeparty.
Appears in 1 contract
Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Convertible Notes to the Notes or the Guarantee will any Purchaser and each "qualified assignee" thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Notes (i) the holders of Convertible Notes subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice form the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Convertible Notes to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings;
(iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.6) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. Upon the written request A "qualified assignee" of a Holder, Purchaser is a Person that is (x) organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) the United States or (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes so levied and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee's continued exemption from Taxes under applicable law.
(b) The Company shall forthwith pay any present or imposed future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and paid by such Holder levies hereinafter referred to as "Other Taxes") which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from the Purchasers to a Person of any failure of the Guarantor to withholdSecurity.
(c) The Company shall indemnify each Purchaser, deduct or remit to the relevant tax authorityqualified assignee, on a timely basis, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts required payable under applicable law; this Section 3.6) paid by each Purchaser, or qualified assignee, and any liability (iiincluding penalties, interest and expenses) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under arising therefrom or with respect thereto, unless such Taxes or Other Taxes are required by law to be deducted or withheld. Payment under this indemnification shall be made within thirty (30) days from the date such Purchaser or assignee makes written demand therefor. A certificate as to the Guarantee amount of such Taxes or Other Taxes submitted to the Company by such Purchaser or assignee shall be conclusive evidence of the Guarantor is amount due and payable, if from the Guarantor will be obligated to pay Additional Amounts with respect Company to such paymentparty.
(d) Within thirty (30) days after the date of any payment of Taxes, the Guarantor Company will deliver furnish to each Purchaser the original or a certified copy of a receipt evidencing payment thereof.
(e) Each Purchaser shall provide to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payableCompany a Form W-8, stating that it is a non-U.S. person, together with any additional tax forms that may be required under the amounts so payable and will set forth such other information necessary to enable Code, as amended after the Trustee, on behalf of the Guarantordate hereof, to pay such Additional Amounts allow interest payments to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect be made to the Guaranteeit without deduction.
Appears in 1 contract
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee Securities will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter “Taxes”), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704”) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes Securities or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes Securities are presented for payment more than 15 days after the date on which such payment or such Notes Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes Securities been presented on the last day of such 15-15 day period) or (viv) to the extent that such where withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to any European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holderthe Holders of Securities, the Guarantor Company will furnish, as soon as reasonably practicable, furnish to such Holder the Holders of the Securities certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, and upon written request of any Holder of Securities (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor Company to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder Xxxxxx would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Guarantor Company will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Company will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the GuarantorCompany, to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Change in Control Purchase Price, Offered Price, interest or any other amount payable under or with respect to any Security such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Guarantor Company under this Section 704 1021 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeSecurities.
Appears in 1 contract
Payment of Additional Amounts. (a) All payments made by of principal, premium and interest in respect of the Guarantor under or with respect to the Notes or the Guarantee will Securities shall be made free and clear of and without after withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any authority therein or thereof having power to tax (“Mexican Taxes”). In the event of any withholding or deduction for any Mexican Taxes, unless the Guarantor is required to withhold or deduct Taxes by law or Company shall pay such additional amounts (“Additional Amounts”) as will result in receipt by the interpretation or administration thereof. If Holders of Securities on the Guarantor is so required to withhold or deduct any amount for or on account respective due dates of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay such amounts as interest such Additional Amounts as may be necessary so that the net amount would have been received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after them had no such withholding or deduction will not be less than the amount the Holder would have received (including for any Mexican Taxes payable in respect of such Beneficial Owner if such Taxes had not Additional Amounts) been withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with respect to any payment on a payment made Security to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) the extent:
(i) with which that any such taxes, duties, assessments or other governmental charges would not have been imposed but for (A) a connection between the Company does not deal at arm’s length (within Holder and Mexico other than the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada ownership or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or such Security and the mere receipt of payments thereunder, (iii) which is subject with respect to such Taxes Security or (B) failure by reason of its failure the Holder or any other Person to comply with any certification, identification, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connection with Mexico of the Holder or any beneficial owner of such Security if compliance is required by law, regulation, administrative practice regulation or by an applicable income tax treaty to which Mexico is a party, as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, the tax, assessment or other governmental charge and we have given the Holders at least 30 days’ notice prior to the first payment date with respect to which such Taxescertification, identification or reporting requirement is required to the effect that Holders will be required to provide such information and identification;
(ivii) if the Notes are of any such taxes, duties, assessments or other governmental charges with respect to a Security presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is later (occurs later, except to the extent that the Holder of such Security would have been entitled to such Additional Amounts had the Notes been presented on the last day of presenting such Security for payment on any date during such 15-day period;
(iii) of estate, inheritance, gift or other similar taxes, assessments or other governmental charge imposed with respect to a Security;
(iv) any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on any series of Securities; and
(v) any payment on a Security to a Holder who is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that such withholding is imposed on a payment to a Holder beneficiary or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts settlor with respect to such paymentfiduciary, a member of such a partnership or the Guarantor will deliver beneficial owner of such payment would not have been entitled to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payablehad such beneficiary, stating settlor, member or beneficial owner been the amounts so payable and will set forth Holder of such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeSecurity.
Appears in 1 contract
Samples: Indenture (Mobile Radio Dipsa)
Payment of Additional Amounts. (a) All payments made by or on behalf of the Company under or with respect to the Notes, or by or on behalf of any Note Guarantor under or with respect to the Notes or the any Note Guarantee (each such Person, a “Payor”) will be made free and clear of and without any withholding or deduction for or on account of any present tax, duty, levy, impost, assessment or future Taxesother governmental charge of whatever nature (collectively, “Tax”) imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor makes any payment on the Notes or its Note Guarantee or any department or political subdivision of any of the foregoing (each, a “Relevant Taxing Jurisdiction”), unless the Guarantor Payor (or an applicable withholding agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereoflaw. If the Guarantor Payor (or an applicable withholding agent) is so required by law to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the any Notes or the Note Guarantee, the Guarantor Payor, subject to the exceptions listed below, will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so to ensure that the net amount received by each Holder in respect or beneficial owner of a Beneficial Owner (including Additional Amounts) the Notes after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder or beneficial owner would have received in respect of such Beneficial Owner if such Taxes had not been required to be so withheld or deducted; provided that no .
(b) A Payor will not, however, pay Additional Amounts will be payable to a Holder or beneficial owner of Notes:
(i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the existence of any present or former connection between the Holder or beneficial owner (or between a fiduciary, settler, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the Relevant Taxing Jurisdiction (other than any connection resulting solely from the acquisition, ownership, holding or disposition of Notes, the receipt of payments thereunder or under any Note Guarantee and/or the exercise or enforcement of rights under any Notes or any Note Guarantee);
(ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Company’s or the Payor’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally eligible to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction);
(iii) with respect to any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property tax or any similar Taxes;
(iv) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder or beneficial owner of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment made became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(v) to a the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder in respect or beneficial owner not dealing at arm’s length, within the meaning of a Beneficial Owner the Income Tax Act (eachCanada), an “Excluded Holder” with such Payor;
(vi) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for purposes of this Section 704) (i) with which the Company does such Holder or beneficial owner being, or not deal dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) at with, a “specified shareholder” of the time Company as defined in subsection 18(5) of making such payment, the Income Tax Act (iiCanada) which is subject for purposes of the thin capitalization rules in the Income Tax Act (Canada);
(vii) to the extent the Taxes giving rise to such Taxes by reason Additional Amounts are U.S. federal withholding taxes imposed pursuant to Sections 1471 through 1474 of its being connected with Canada the Internal Revenue Code of 1986, as amended (the “Code”), as in effect on the date hereof (or any province amended or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which successor version that is subject to such Taxes by reason of its failure substantively comparable and not materially more onerous to comply with with), any certificationcurrent or future regulations, identification, documentation official interpretations or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty authority promulgated thereunder and any agreements entered into pursuant to Section 1471(b)(1) of the Code as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after effect on the date on which such payment hereof (or such Notes became due any amended or successor version that is substantively comparable and payable not materially more onerous to comply with), and, for the avoidance of doubt, any intergovernmental agreement (and related legislation, rules or practices) implementing the date on which payment thereof is duly provided forforegoing (taken together, whichever is later (“FATCA”), except to the extent that such Taxes result from a failure of any Paying Agent to comply with FATCA; or
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) and (vii). Additional Amounts also shall not be paid with respect to any payment on the Holder Notes or any Note Guarantee to a beneficial owner who is a fiduciary, a partnership (or entity treated as a partnership for tax purposes) or anyone other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to such the Additional Amounts had that beneficiary, settlor, member or interest holder been the Notes been presented on the last day of such 15-day periodbeneficial owner.
(c) The Payor or (v) to the extent that such applicable withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor agent will also (i) make any such withholding or deduction required by applicable law and (ii) timely remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Payor, or the written request of a Holderapplicable withholding agent, the Guarantor will furnish, as soon as reasonably practicable, make reasonable efforts to such Holder obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor, or the applicable withholding agent, will provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld are due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Payor, such other documentation that provides reasonable evidence of such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Payor.
(d) Where Tax is payable pursuant to Regulation 803 of the Income Tax Act (Canada) by a Holder or beneficial owner of the Notes in respect of a Beneficial Owner any amount payable under the Notes or any Note Guarantee to the Holder (other than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes of such Act), but no Additional Amount is paid in respect of such Tax, the Payor will pay as or on account of interest to the Holder an Excluded Holderamount equal to such Tax (a “Regulation 803 Reimbursement”) andplus an amount equal to any Tax required to be paid by the Holder or beneficial owner as a result of such Regulation 803 Reimbursement within 45 days after receiving from the Holder a notice containing reasonable particulars of the Tax so payable, provided such Holder or beneficial owner would have been entitled to receive Additional Amounts on account of such Tax (and only to the extent of such Additional Amounts that such Holder or beneficial owner would have been entitled to receive) but for the fact that it is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Note Guarantee.
(e) Prior to the date on which the payment of any Additional Amounts are due, the Payor will deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable on the applicable payment date, and setting forth the amounts so payable, and will set forth such other information necessary to enable the Trustee (or applicable paying agent) to pay such Additional Amounts to Holders on the payment date. Any such Officers’ Certificate will be delivered at least two Business Days in advance of when the payments in question are required to be made (unless a shorter period of time is acceptable to the Trustee in its reasonable discretion). The Payor will promptly publish a notice in accordance with Section 11.2 hereof stating that such Additional Amounts will be payable and describing the obligation to pay such amounts.
(f) The Payors, jointly and severally, will reimburse the Holders or beneficial owners of Notes, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder or beneficial owner of Notes and certified proof of payment for the amount of (i) any such Taxes so levied or imposed by a Relevant Taxing Jurisdiction and paid payable by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit beneficial owner in connection with payments made under or with respect to the relevant tax authority, on a timely basis, the full amounts required under applicable lawNotes or any Note Guarantee; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder in respect of a Beneficial Owner or beneficial owner after such reimbursement would will not be less than the net amount such Holder or beneficial owner would have received if the Taxes giving rise to the reimbursement described in respect of such Beneficial Owner if such Taxes on such reimbursement clauses (i) and/or (ii) had not been imposed. At least 30 days prior , provided, however, that the indemnification obligation provided for in this Section 4.21(f) shall not extend to each date on Taxes imposed for which any the Holder or beneficial owner of the Notes would not have been eligible to receive payment under of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 4.21(b) hereof, or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay extent such Holder or beneficial owner received Additional Amounts with respect to such paymentpayments.
(g) In addition, the Guarantor Payor will deliver pay any stamp, issue, registration, court, documentary, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes or any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction at any time as a result of, or in connection with, (i) any payments made pursuant to the Trustee an Officers’ Certificate stating Notes or any Note Guarantee or any other such document or instrument referred to thereunder and/or (ii) the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf enforcement of the Guarantor, Notes or any Note Guarantee or any other such document or instrument referred to pay such Additional Amounts to Holders on the payment date. thereunder.
(h) The obligations of the Guarantor described under this Section 704 shall 4.21 will survive the any termination, defeasance or discharge and termination of this Supplemental Indenture and will apply mutatis mutandis to any successor Person, to any Payor and to any jurisdiction in which such successor is organized, carrying on business or is otherwise resident for Tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents.
(i) Whenever this Indenture refers to, in any context, the payment of all amounts principal, premium, if any, interest or any other amount payable under or with respect to any Note or under any Note Guarantee, such reference includes the Guaranteepayment of Additional Amounts or other payments that would be payable pursuant to this Section 4.21, if applicable.
Appears in 1 contract
Payment of Additional Amounts. (a) All payments made by the Company or the Guarantor under or with in respect to of the Notes or the Guarantee will Guarantee, as the case may be, including, without limitation, Additional Interest, if any, shall be made free and clear of of, and without withholding or deduction for or on account of of, any present or future Taxestaxes, duties, assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Brazil or the Cayman Islands or a successor jurisdiction or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Company or the Guarantor is required to withhold (as guarantor of the Notes), as applicable, shall make such deduction or deduct Taxes by law or by withholding, make payment of the interpretation or administration thereof. If the Guarantor is amount so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect withheld to the Notes or the Guarantee, the Guarantor will appropriate governmental authority and pay as interest to each Holder such additional amounts (“Additional Amounts Amounts”) as may be necessary so to ensure that the net amount received amounts receivable by each Holder in respect of a Beneficial Owner the Holders (including Additional Amounts) after such withholding or deduction will not be less than shall equal the amount the Holder respective amounts of principal of, or premium, if any, or interest which would have received been receivable in respect of the Notes in the absence of such withholding or deduction. Notwithstanding the foregoing, neither the Company nor the Guarantor will have to pay Additional Amounts:
(i) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Note by reason of its being connected such Holder or the beneficial owner having some connection with Canada Brazil or any province or territory thereof otherwise the Cayman Islands other than by the acquisition or mere holding of Notes or the Note and the receipt of payments thereunder, with respect to the Note;
(iiiii) which in respect of Notes surrendered (if surrender is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (ivrequired) if the Notes are presented for payment more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (Relevant Date except to the extent that the Holder of such Note would have been entitled to such Additional Amounts had the Notes been presented on surrender of such Note for payment on the last day of such 15-day periodperiod of 30 days;
(iii) or (v) to the extent that where such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual and is required to be made pursuant to any European Union Directive 2003/48/EC on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. The directive;
(iv) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of the failure of such Holder or the beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Brazil, the Cayman Islands or a successor jurisdiction or applicable political subdivision or authority thereof or therein having power to tax, of such Holder or the beneficial owner, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company or the Guarantor, as applicable, has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification or other requirement;
(v) in respect of any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge;
(vi) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of, or premium, if any, or interest (including Additional Interest, if any) on the Note or by direct payment by the Company or the Guarantor will also in respect of claims made against the Company or the Guarantor;
(vii) in respect of any tax imposed, withheld or otherwise deducted on a note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid that withholding or deduction by presenting the relevant note to another paying agent; or
(viii) any combination of the above.
(b) For purposes of the provisions described above, “Relevant Date” means whichever is the later of (i) make the date on which such withholding or deduction payment first becomes due and (ii) remit if the full amount deducted payable has not been received by the Trustee on or withheld prior to such due date, the date on which notice is given to the relevant authority Holders that the full amount is so received by the Trustee. The Notes are subject in accordance with applicable lawall cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Upon Except as specifically provided above, neither the written request of a Holder, Company nor the Guarantor will furnish, as soon as reasonably practicable, shall be required to such Holder certified copies of tax receipts evidencing such make a payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i)tax, so that the net amount received assessment or governmental charge imposed by such Holder in respect of any government or a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under political subdivision or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under taxing authority thereof or with respect to the Guaranteetherein.
Appears in 1 contract
Samples: Indenture (Embraer S.A.)
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee Securities will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of the United States, any state thereof or the District of Columbia, or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that PROVIDED THAT no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “"Excluded Holder” for purposes of this Section 704") (i) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)INTERNAL REVENUE CODE) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada the United States, any state thereof or any province or territory thereof the District of Columbia, otherwise than by the acquisition or mere holding of Notes Securities or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will furnish to the written request Holders of a Holderthe Securities, within 30 days after the Guarantor will furnishdate the payment of any Taxes is due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authoritySecurities, on a timely basis, the full amounts required under applicable law; and (ii) any such liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or (ii), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if but excluding any such Taxes on such reimbursement had not been imposedHolders' net income. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Guarantor Company will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Company will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set setting forth such other information as is necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, interest or any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Guarantor Company under this Section 704 shall 3.11 survive the discharge and termination of this Supplemental the Indenture and the payment of all amounts under or with respect to the GuaranteeSecurities.
Appears in 1 contract
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Preferred Shares to the Notes or the Guarantee will Purchaser and each “qualified assignee” thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Preferred Shares (i) the holders of the Preferred Shares subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Preferred Shares to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; (iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.6) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law; provided, however, the Company shall not be required to pay any taxes owed by Purchaser or any qualified assignee resulting from (x) the payment of dividends on the Preferred Shares by the Company or (y) any gain recognized from the transfer of the Preferred Shares by the Purchaser to a qualified assignee. Upon the written request A “qualified assignee” of a Holder, Purchaser is a Person that is organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) the United States or (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes so levied and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee’s continued exemption from Taxes under applicable law.
(b) The Company shall forthwith pay any present or imposed future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and paid by such Holder levies hereinafter referred to as “Other Taxes”) which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from Purchaser to a Person of any failure of the Guarantor to withholdSecurity.
(c) The Company shall indemnify Purchaser, deduct or remit to the relevant tax authorityqualified assignee, on a timely basis, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts required payable under applicable law; this Section 3.6) paid by Purchaser, or qualified assignee, and any liability (iiincluding penalties, interest and expenses) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date Purchaser or assignee makes written demand therefore. A certificate as to the Guarantee amount of such Taxes or Other Taxes submitted to the Company by Purchaser or assignee shall be conclusive evidence of the Guarantor is amount due and payable, if from the Guarantor will be obligated to pay Additional Amounts with respect Company to such paymentparty.
(d) Within 30 days after the date of any payment of Taxes, the Guarantor Company will deliver furnish to Purchaser the original or a certified copy of a receipt evidencing payment thereof.
(e) Purchaser shall provide to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payableCompany a form W-8, stating that it is a non-U.S. person, together with any additional tax forms which may be required under the amounts so payable and will set forth such other information necessary to enable Code, as amended after the Trustee, on behalf of the Guarantordate hereof, to pay such Additional Amounts allow interest payments to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect be made to the Guaranteeit without deduction.
Appears in 1 contract
Samples: Subscription and Securities Purchase Agreement (Next Inc/Tn)
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes Notes, or the by any Guarantor in respect of its Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Company or such Guarantor is required to withhold or deduct Taxes by under the law of any Taxing Jurisdiction or by the interpretation or administration thereof. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeGuarantees, the Company or such Guarantor will pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including any withholding or deduction in respect of Additional Amounts) will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “"Excluded Holder” for purposes of this Section 704") (ia) with which whom the Company or such Guarantor does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (iib) which who is subject to such the Taxes in question by reason of its being connected with Canada or any province or territory thereof the jurisdiction imposing such Taxes otherwise than by the mere acquisition or mere holding of the Notes or the receipt of payments thereunder, or the enforcement of its rights thereunder, or (iiic) which who, where the Taxes in question are imposed by Canada or any other province or territory thereunder, is subject to such Taxes by reason of its failure Tax because the Holder is or is deemed to comply with any certification, identification, documentation be resident in Canada or other reporting requirements if compliance uses or holds or is required by law, regulation, administrative practice deemed or an applicable treaty as a pre-condition considered to exemption from, use or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if hold the Notes are presented in carrying on business in Canada for payment more than 15 days after purposes of the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Income Tax Act (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such DirectiveCanada). The Guarantor Company and any Guarantors will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company and any Guarantors will furnish to the written request Holders (other than Excluded Holders) of a HolderNotes that are outstanding on the date of the withholding or deduction, within 30 days after the Guarantor will furnishdate of the payment of any Taxes due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company or such Guarantor. The Guarantor will indemnify Company and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) andany Guarantors will, upon written request of any Holder (other than an Excluded Holder) ), reimburse each such Holder Holder, for the amount of (iA) any such Taxes so required to be withheld or deducted which are levied or imposed on and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authority, on a timely basis, Notes or the full amounts required under applicable lawGuarantees; and (iiB) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), A) so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would will not be less than the net amount such the Holder would have received if Taxes described in respect subclauses (A) and (B) of such Beneficial Owner if this paragraph had not been imposed, but excluding any such Taxes on such reimbursement had not been imposedHolder's net income generally. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes is due and payable, if the Company or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or such Guarantor will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating payable and specifying the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts there is mentioned, in any context, principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or any Guarantor will pay any present or future stamp, court, documentary or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery or registration of, or enforcement of rights under the Notes, this Indenture or any related document ("Documentary Taxes").
Appears in 1 contract
Samples: Indenture (Norske Skog Canada LTD)
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Convertible Bridge Notes to the Notes or the Guarantee will Purchaser and each “qualified assignee” thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes”) unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Bridge Notes (i) the holders of the Convertible Bridge Notes subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Convertible Bridge Notes to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; (iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.5) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable lawapplicable. Upon the written request A “qualified assignee” of a Holder, Purchaser is a Person that is organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes so levied and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee’s continued exemption from Taxes under applicable law.
(b) The Company shall forthwith pay any present or imposed future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and paid by such Holder levies hereinafter referred to as “ Other Taxes”) which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from Purchaser to a Person of any failure of the Guarantor to withholdSecurity.
(c) The Company shall indemnify Purchaser, deduct or remit to the relevant tax authorityqualified assignee, on a timely basis, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts required payable under applicable law; this Section 3.5) paid by Purchaser, or qualified assignee, and any liability (iiincluding penalties, interest and expenses) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under arising there from or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date Purchaser or assignee makes written demand there for. A certificate as to the Guarantee amount of such Taxes or Other Taxes submitted to the Company by Purchaser or assignee shall be conclusive evidence of the Guarantor is amount due and payable, if from the Guarantor will be obligated to pay Additional Amounts with respect Company to such paymentparty.
(d) Within 30 days after the date of any payment of Taxes, the Guarantor Company will deliver furnish to Purchaser the original or a certified copy of a receipt evidencing payment thereof.
(e) Purchaser shall provide to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payableCompany a form W-8, stating that it is a non-U.S. person, together with any additional tax forms which may be required under the amounts so payable and will set forth such other information necessary to enable Code, as amended after the Trustee, on behalf of the Guarantordate hereof, to pay such Additional Amounts allow interest payments to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect be made to the Guaranteeit without deduction.
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Iron Ore Corp.)
Payment of Additional Amounts. (a) All payments made by or on behalf of the Guarantor Issuer under or with respect to the Notes or the Guarantee will shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof, any jurisdiction in which any Guarantor is organized or resident for tax purposes, any jurisdiction from or through which payment is made or by any authority or agency therein or thereof having power to tax (hereinafter “Relevant Taxes”), unless the Guarantor Issuer is required to withhold or deduct Relevant Taxes by law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Guarantor Issuer is so required to withhold or deduct any amount for or on account of Relevant Taxes from any payment made under or with respect to the Notes or the GuaranteeNotes, then, the Guarantor will Issuer shall pay to each Holder or beneficial owner of Notes as additional interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each such Holder in respect of a Beneficial Owner (including Additional Amounts) or beneficial owner after such withholding or deduction (and after deducting any Relevant Taxes on such Additional Amounts) will not be less than the amount the such Holder or beneficial owner would have received in respect of such Beneficial Owner if such Relevant Taxes had not been withheld or deducted; provided that . However, notwithstanding the foregoing, no Additional Amounts will shall be payable with respect to a payment made to a Holder in respect or beneficial owner of a Beneficial Owner Notes:
(each, an “Excluded Holder” for purposes of this Section 704) (i1) with which the Company Issuer does not deal at arm’s length (within for the meaning purposes of the Income Tax Act (Canada)) at the time of the making of such payment, ;
(ii2) which is subject to such Relevant Taxes by reason of its the Holder or beneficial owner of Notes being connected a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of the Notes or the receipt of payments thereunder, ;
(iii3) which is subject to such Relevant Taxes by reason of its the failure of the Holder or beneficial owner of the Notes to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Relevant Taxes;
(4) which is subject to any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge;
(iv5) if which is subject to any Relevant Taxes that are imposed with respect to any payment on a Note to any Holder or beneficial owner who is a fiduciary, partnership, limited liability company or any person other than the Notes are presented for payment more than 15 days after the date on which sole beneficial owner of such payment or such Notes became due and payable or the date on which payment thereof is duly provided forpayment, whichever is later (except to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or limited liability company or the Holder beneficial owner of such payment would not have been entitled to such the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Notes been presented on the last day actual Holder or beneficial owner of such 15-day periodNote;
(6) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant a “specified shareholder” of the Issuer or who does not deal at arm’s length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the Income Tax Act (Canada);
(7) which is subject to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying withtax, or introduced in order to conform toassessment, such Directive. The Guarantor will also (i) make such withholding or deduction required by sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”) (and any amended or successor version that is substantially comparable), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA, or any agreement with the U.S. Internal Revenue Service under FATCA;
(ii8) which is subject to any backup withholding pursuant to Section 3406 of the Code; or
(9) remit which is subject to Relevant Taxes by reason of any combination of (1) through (8) above.
(b) As soon as practicable after the full Issuer pays the amount withheld or deducted or withheld to the relevant governmental authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor Issuer will furnish, as soon as reasonably practicable, provide the Trustees with official receipts or other documentation satisfactory to such Holder certified copies of tax receipts the Trustees evidencing such the payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Relevant Taxes so levied or imposed with respect to which Additional Amounts are paid.
(c) The Issuer shall pay any reimbursement under present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise from the foregoing clause execution, delivery, enforcement or registration of the Notes, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes.
(id) Wherever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), so that the net interest, if any, or any other amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to the Guarantee a Note, such mention shall be deemed to include mention of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf payment of the Guarantor, to pay such Additional Amounts to Holders on the payment date. extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(e) The obligations of the Guarantor under Issuer set forth in this Section 704 3.17 shall survive the satisfaction, defeasance or discharge and termination of this Supplemental Indenture and in accordance with the payment provisions of all amounts under or with respect to the GuaranteeArticle VIII hereof.
Appears in 1 contract
Samples: Indenture (Cott Corp /Cn/)
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee Securities will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “"Excluded Holder” for purposes of this Section 704") (i) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes Securities or the receipt of payments thereunderthereunder or the enforcement of rights with respect to the Collateral Documents, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes Securities are presented for payment more than 15 days after the date on which such payment or such Notes Securities became due and payable or the date on which such payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes Securities been presented on the last day of such 15-day period) or (viv) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a HolderHolder of Securities, the Guarantor Company will furnish, as soon as reasonably practicable, to such Holder of Securities certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than to the extent the Holder is an Excluded Holder) and, and upon written request of any Holder of Securities (other than to the extent the Holder is an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor Company to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner Xxxxxx after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Guarantor Company will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Company will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the GuarantorCompany, to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Change in Control Purchase Price, interest or any other amount payable under or with respect to any Security such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Guarantor Company under this Section 704 1014 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeSecurities.
Appears in 1 contract
Samples: Indenture (Rogers Cable Inc)
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee Securities will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Guarantor Company is required to withhold or deduct Taxes by Canadian law or by the interpretation or administration thereof. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor will Company shall pay as interest to each Holder of Securities on the date of the required payment such additional amounts (the “Additional Amounts Amounts”) as may be necessary so that the net amount received by each such Holder in respect of a Beneficial Owner (including the Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes taxes had not been withheld or deducted; , provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704”) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes the Securities or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will Company shall also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with the applicable law. Upon The Company shall furnish to the written request Holders of a HolderSecurities that are Outstanding on the date of the required payment within 30 days after the date the payment of any Taxes is due pursuant to applicable law, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing that such payment has been made by the GuarantorCompany. The Guarantor will Company shall indemnify and hold harmless each Holder in respect on the date of a Beneficial Owner the required payment (other than an Excluded Holder) and, and upon written request of any Holder (other than an Excluded Holder) reimburse each such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure payments made under of the Guarantor to withhold, deduct or remit with respect to the relevant tax authorityOutstanding Notes, on a timely basis, the full amounts required under applicable law; and (ii) any such liability (including penalties, interest and expense) arising therefrom or with respect thereto, and (iii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed) or (ii) above. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Securities is due and payable, if the Guarantor will be Company becomes obligated to pay Additional Amounts with respect to such payment, the Guarantor will Company shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating and the amounts so payable and will set forth such other information as is necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest (including Defaulted Interest) or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 1007 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 1007 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Guarantor Company under this Section 704 1007 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to this Indenture and the GuaranteeSecurities.
Appears in 1 contract
Payment of Additional Amounts. All payments made by the Guarantor Issuer under or with respect to the Notes or the Guarantee Company pursuant to Article Ten hereof will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Guarantor Issuer is required to withhold or deduct Taxes by Canadian law or by the interpretation or administration thereof. If If, after the Guarantor Issue Date, the Issuer or the Company (in respect of the Parent Guarantee), as the case may be, is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes Notes, the Issuer or the GuaranteeCompany, as the Guarantor will case may be, shall pay as interest to each Holder of Notes on the date of the required payment such Additional Amounts additional amounts (the "ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each such Holder in respect of a Beneficial Owner (including the Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes taxes had not been withheld or deducted; provided , PROVIDED that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704"EXCLUDED HOLDER") (i) with which the Company Issuer or the Company, as the case may be, does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of the Notes or the receipt of payments thereunder. If withholding or deduction for or on account of Taxes is required, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable Issuer or the date on which payment thereof is duly provided forCompany (in respect of the Parent Guarantee), whichever is later (except to as the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying withcase may be, or introduced in order to conform to, such Directive. The Guarantor will shall also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with the applicable law. Upon The Issuer or the written request of a Holder, the Guarantor will furnishCompany, as soon as reasonably practicablethe case may be, shall furnish to such Holder certified the Holders of Notes that are Outstanding, on the date of the required payment within 30 days after the date the payment of any Taxes is due pursuant to applicable law, copies of tax receipts evidencing that such payment has been made by the GuarantorIssuer. The Guarantor will Issuer or the Company (in respect of the Parent Guarantee), as the case may be, shall indemnify and hold harmless each Holder in respect on the date of a Beneficial Owner the required withholding or deduction (other than an Excluded Holder) and, and upon written request of any Holder (other than an Excluded Holder) reimburse each such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authorityOutstanding Notes or the Parent Guarantee, on a timely basis, the full amounts required under applicable law; and (ii) any such liability (including penalties, interest and expense) arising therefrom or with respect thereto, and (iii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed) or (ii) above. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes is due and payable, if the Guarantor will be Issuer or the Company, as the case may be, becomes obligated to pay Additional Amounts with respect to such payment, the Guarantor will Issuer or the Company, as the case may be, shall deliver to the Trustee an Officers’ ' Certificate of the Issuer or the Company, as the case may be, stating the fact that such Additional Amounts will be payable, stating and the amounts so payable payable, and will set forth such other information as is necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, (i) the payment of principal (and premium, if any), (ii) payments in connection with a repurchase of Notes in accordance with the terms of this Indenture, (iii) interest (including Defaulted Interest) or (iv) any other amount payable on or with respect to any of the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this SECTION 4.21 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this SECTION 4.21 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Guarantor Issuer under this Section 704 SECTION 4.21 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to this Indenture and the GuaranteeNotes.
Appears in 1 contract
Samples: Indenture (Stone Container Finance CO of Canada II)
Payment of Additional Amounts. All payments made If any deduction or withholding for any present or future taxes, assessments or other governmental charges (including interest and penalties) shall at any time be required by any jurisdiction or any political subdivision or governmental authority thereof or therein having the Guarantor power to tax in respect of any amounts to be paid by or on behalf of the Issuer under any Notes, the Issuer will withhold (or with respect cause to be withheld) such amounts and timely pay (or cause to be paid) the same to the appropriate authority, and will pay to each Holder as additional interest such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such Holder, after such deduction or withholding, shall be not less than the amount specified in such Notes or to which such Holder is entitled, provided that the Guarantee will Issuer shall not be made free and clear required to make any payment of and without withholding or deduction Additional Amounts for or on account of:
(a) net income or franchise taxes imposed on (or measured by) such Holder’s net income by (i) the United States of America, or (ii) by the jurisdiction under the laws of which such recipient is organized, in which its principal office is located, in which its applicable lending office is located, or in which it is otherwise subject to net income or franchise taxes other than as a result of entering into this Indenture or engaging in any present of the transactions and activities contemplated by this Indenture;
(b) any tax, assessment or future Taxesother governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a request of the Issuer (in writing) addressed to the Holder (i) to provide information, unless documents or other evidence concerning the Guarantor nationality, residence or identity of the Holder or such beneficial owner or (ii) to make and deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Issuer) or satisfy any information or reporting requirements, which, in the case of the foregoing clause (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to withhold exemption from all or deduct Taxes by law part of such tax, assessment or by other governmental charge; provided, however, that the interpretation or administration thereof. If the Guarantor is so Holder shall not be required to withhold comply with the foregoing clause (i) or deduct (ii) if such Holder is not legally able or qualified to do so;
(c) Any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;
(d) Any tax, assessment or other governmental charge that is payable otherwise than by withholding from payment of principal of, premium, if any, or any amount for or interest on account the Notes; or
(e) Any combination of Taxes from any payment made under or items (a), (b), (c) and (d) above; nor shall Additional Amounts be paid with respect to any payment of the Notes principal of, or the Guaranteeany premium or interest on, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each any Note to any Holder in respect of who is a Beneficial Owner (including Additional Amounts) after such withholding fiduciary or deduction will not be less partnership or limited liability company or other than the amount the Holder would have received in respect sole beneficial owner of such Beneficial Owner if such Taxes had not been withheld payment to the extent a payment to a beneficiary or deducted; provided that no Additional Amounts will be payable settlor with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, fiduciary or a reduction in the rate member of deduction such partnership, limited liability company or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of such Note. The Issuer shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes, if any, by the Issuer. Copies of such documentation shall be made available to the Holders or the Paying Agent, as applicable, upon request therefor. All references in this Indenture to principal of and interest on the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or shall include any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment Additional Amounts payable by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received Issuer in respect of such Beneficial Owner if principal and such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guaranteeinterest.
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Preferred Shares to the Notes or the Guarantee will Purchaser and each "qualified assignee" thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Preferred Shares (i) the holders of the Preferred Shares subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Preferred Shares to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings;
(iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.6) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law; provided, however, the Company shall not be required to pay any taxes owed by Purchaser or any qualified assignee resulting from (x) the payment of dividends on the Preferred Shares by the Company or (y) any gain recognized from the transfer of the Preferred Shares by the Purchaser to a qualified assignee. Upon the written request A "qualified assignee" of a Holder, Purchaser is a Person that is organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes so levied and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee's continued exemption from Taxes under applicable law.
(b) The Company shall forthwith pay any present or imposed future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and paid by such Holder levies hereinafter referred to as "Other Taxes") which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from Purchaser to a Person of any failure Security.
(c) The Company shall indemnify Purchaser, or qualified assignee, for the full amount of Taxes (provided, however, the Company shall not be required to indemnify or pay any taxes owed by Purchaser or any qualified assignee resulting from (x) the payment of dividends on the Preferred Shares by the Company or (y) any gain recognized from the transfer of the Guarantor Preferred Shares by the Purchaser to withholda qualified assignee) or Other Taxes (including, deduct without limitation, any Taxes or remit to the relevant tax authorityOther Taxes imposed by any jurisdiction on amounts payable under this Section 3.6) paid by Purchaser, on a timely basisor qualified assignee, the full amounts required under applicable law; and any liability (iiincluding penalties, interest and expenses) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date Purchaser or assignee makes written demand therefore. A certificate as to the Guarantee amount of such Taxes or Other Taxes submitted to the Company by Purchaser or assignee shall be conclusive evidence of the Guarantor is amount due and payable, if from the Guarantor will be obligated to pay Additional Amounts with respect Company to such paymentparty.
(d) Within 30 days after the date of any payment of Taxes, the Guarantor Company will deliver furnish to Purchaser the original or a certified copy of a receipt evidencing payment thereof.
(e) Purchaser shall provide to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payableCompany a form W-8, stating that it is a non-U.S. person, together with any additional tax forms which may be required under the amounts so payable and will set forth such other information necessary to enable Code, as amended after the Trustee, on behalf of the Guarantordate hereof, to pay such Additional Amounts allow interest payments to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect be made to the Guaranteeit without deduction.
Appears in 1 contract
Samples: Subscription and Securities Purchase Agreement (Avitar Inc /De/)
Payment of Additional Amounts. All payments made by or on behalf of the Guarantor Company under or with respect to the Notes or the Guarantee Securities (including, without limitation, any Additional Interest Amount) will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax, including without limitation any taxes imposed under Part XIII of the Tax Act (“Canadian Taxes”), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will pay as additional interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Canadian Taxes had not been withheld or deducteddeducted and similar payment (the term “Additional Amounts” shall also include any such similar payments) will also be made by the Company to Holders (other than Excluded Holders) of Securities that are not subject to withholding but are required to pay tax directly on amounts otherwise subject to withholding; provided provided, however, that no Additional Amounts will be payable with respect to to:
(a) a payment made to a Holder in respect or former Holder of a Beneficial Owner Securities (each, an “Excluded Holder” for purposes ”) in respect of this Section 704) the beneficial owner thereof:
(i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)Act) at the time of making such payment, ;
(ii) which that is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirements requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such TaxesCanadian Taxes (provided that in the case of any imposition or change in any such certification, identification, information, documentation or other reporting requirement which applies generally to Holders of Securities who are not residents of Canada, at least 60 days prior to the effective date of any such imposition or change, the Company shall give written notice, in the manner provided in this Indenture, to the Trustee and the Holders of the Securities then outstanding of such imposition or change, as the case may be, and provide the Trustee and such Holders with such forms or documentation, if any, as may be required to comply with such certification, identification, information, documentation, or other reporting requirement); or
(iviii) if that is subject to such Canadian Taxes by reason of its carrying on business in or otherwise being connected with Canada or any province or territory thereof otherwise than by the Notes are presented for payment more than 15 days after the date on which mere holding of such payment or such Notes became due and payable Securities or the date on which payment thereof is duly provided forreceipt of payments or exercise of any enforcement rights, whichever is later thereunder; or
(except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day periodb) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or governmental charge (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive“Excluded Taxes”). The Guarantor Company will also (i1) make such withholding or deduction and (ii2) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will furnish to the written request Trustee, within 30 days after the date the payment of a Holderany Canadian Taxes is due pursuant to applicable law in respect of such Securities, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner any Securities (other than an Excluded HolderHolder or with respect to Excluded Taxes) and, and upon written request of any Holder (other than an Excluded Holder) reimburse each such Holder for the amount of of:
(i) any such Canadian Taxes so levied or imposed and paid by such Holder Hxxxxx as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authoritySecurities (including, on a timely basiswithout limitation, the full amounts required under applicable law; and any payment of Additional Interest Amounts);
(ii) any such liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and
(iii) any Canadian Taxes so levied or imposed and paid by the Holder with respect to any reimbursement under the foregoing clause (i)) or (ii) above. Additional Amounts will be paid in cash semi-annually on the applicable June 15 or December 15, so that at Maturity, on any Redemption Date, on a Conversion Date or on any Fundamental Change Purchase Date. Whenever in this Indenture there is mentioned, in any context, the net payment of principal and interest or any other amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to the Guarantee any Security, such mention shall be deemed to include mention of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect Additional Amounts provided for in this Section 10.11 to the Guaranteeextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. Anything in this Indenture to the contrary notwithstanding, the covenants and provisions of this Section 10.11 shall survive any termination or discharge of this Indenture, and the repayment of all or any of the Securities, and shall remain in full force and effect.
Appears in 1 contract
Samples: Indenture (Endeavour Silver Corp)
Payment of Additional Amounts. All payments made by Every net payment of the Guarantor principal of, interest on and other amounts owing under or with respect to the Notes or the Guarantee will shall be made free and clear of and without any withholding or deduction for or on account of any present or future TaxesTaxes of any nature whatsoever imposed, levied or collected by or on behalf of any Relevant Jurisdiction, or by or on behalf of any political subdivision or authority therein or thereof having the power to tax (“withholding taxes”), unless the Guarantor such deduction or withholding is required to withhold or deduct Taxes by law or by law. In such event, the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or Issuer shall, with respect to any of the Notes or the Guaranteeand subject to certain exceptions and limitations set forth below, the Guarantor will pay as interest such any Additional Amounts to the beneficial owners of any Note as may be necessary so in order that every net payment of the net amount received by each Holder in respect principal of, interest on and other amounts owing under such Note, after the application of a Beneficial Owner (including Additional Amounts) after such any withholding or deduction taxes, will not be less than the amount provided for in such Note to be then due and payable. The Issuer shall not, however, make any payment of Additional Amounts to any beneficial owner on account of:
(1) any present or future Tax that would not have been so imposed but for the existence of any present or former connection between a Holder or beneficial owner of the Notes and any Relevant Jurisdiction other than the mere holding or beneficial ownership of the Notes;
(2) any present or future Tax that would not have received in respect been so imposed but for the presentation by or on behalf of the beneficial owner of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented Note for payment on a date more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof of such Note is duly provided for, whichever is later occurs later;
(except 3) any present or future Tax to the extent that such deduction or withholding can be avoided or reduced if the Holder would have been entitled to such Additional Amounts had or beneficial owner of the Note (or any financial institution through which the holder or beneficial owner holds the Notes been presented or through which payment on the last day Note is made) (i) makes a declaration of non-residence or other similar claim for exemption to the relevant tax authority or complies with any reasonable certification, documentation, information or other reporting requirement imposed by the relevant tax authority or (ii) enters into or complies with any applicable certification, identification, information, documentation, registration or other reporting requirement or agreement concerning accounts maintained by the holder or beneficial owner (or such financial institution) or concerning ownership of the holder or beneficial owner (or financial institution) or concerning such Holder’s or beneficial owner’s (or such financial institution’s) nationality, residence, identity or connection with the jurisdiction imposing such tax;
(4) any estate, inheritance, gift, sales, transfer, excise, capital gains, financial transaction or personal property Tax or any similar Tax;
(5) any present or future Tax is payable otherwise than by withholding or deduction from payments on or in respect of such 15-day periodNote;
(6) any present or (v) to the extent that such withholding is imposed on a payment to a Holder future Taxes which are deducted or Beneficial Owner who is an individual withheld pursuant to (i) European Union Council Directive 2003/48/EC or any other European Union Directive or Regulation implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or (ii) any international treaty or understanding entered into for the purpose of facilitating cooperation in the reporting and collection of savings income and to which (x) the United States, and (y) the European Union or Germany is a party, or (iii) any provision of law implementing implementing, or complying with, or introduced in order to conform towith, such Directive. The Guarantor will also , Regulation, treaty or understanding;
(i7) make any present or future Taxes which are deducted or withheld from payments on a Note that is presented for payment by or on behalf of a beneficial owner who would have been able to avoid such withholding or deduction and (ii) remit the full amount deducted or withheld to by presenting the relevant authority Note to another paying agent in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure member state of the Guarantor to withhold, deduct or remit to European Union; and
(8) any combination of items (1) through (7) above. Nor shall the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to Issuer pay Additional Amounts with respect to such payment, any payment on a Note to a Holder who is a fiduciary or partnership or other than the Guarantor will deliver sole beneficial owner of the payment to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on extent the payment date. The obligations would be required by the laws of a Relevant Jurisdiction (or any political subdivision thereof) to be included in the Guarantor under this Section 704 shall survive the discharge and termination income, for tax purposes, of this Supplemental Indenture and the payment of all amounts under a beneficiary or settlor with respect to the Guaranteefiduciary or a member of the partnership or a beneficial owner who would not have been entitled to the Additional Amounts had the beneficiary, settlor, member or beneficial owner been the holder of the Note.
Appears in 1 contract
Samples: First Supplemental Subordinated Indenture (Deutsche Bank Aktiengesellschaft)
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes Notes, or the by any Guarantor in respect of its Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Company or such Guarantor is required to withhold or deduct Taxes by under the law of any Taxing Jurisdiction or by the interpretation or administration thereof. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeGuarantees, the Company or such Guarantor will pay as interest such Additional Amounts additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including any withholding or deduction in respect of Additional Amounts) will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided PROVIDED that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704"EXCLUDED HOLDER") (ia) with which whom the Company or such Guarantor does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (iib) which who is subject to such the Taxes in question by reason of its being connected with Canada or any province or territory thereof the jurisdiction imposing such Taxes otherwise than by the mere acquisition or mere holding of the Notes or the receipt of payments thereunder, or the enforcement of its rights thereunder, or (iiic) which who, where the Taxes in question are imposed by Canada or any other province or territory thereunder, is subject to such Taxes by reason of its failure Tax because the Holder is or is deemed to comply with any certification, identification, documentation be resident in Canada or other reporting requirements if compliance uses or holds or is required by law, regulation, administrative practice deemed or an applicable treaty as a pre-condition considered to exemption from, use or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if hold the Notes are presented in carrying on business in Canada for payment more than 15 days after purposes of the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Income Tax Act (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such DirectiveCanada). The Guarantor Company and any Guarantors will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company and any Guarantors will furnish to the written request Holders (other than Excluded Holders) of a HolderNotes that are outstanding on the date of the withholding or deduction, within 30 days after the Guarantor will furnishdate of the payment of any Taxes due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company or such Guarantor. The Guarantor will indemnify Company and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) andany Guarantors will, upon written request of any Holder (other than an Excluded Holder) ), reimburse each such Holder Holder, for the amount of (iA) any such Taxes so required to be withheld or deducted which are levied or imposed on and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authority, on a timely basis, Notes or the full amounts required under applicable lawGuarantees; and (iiB) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), A) so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would will not be less than the net amount such the Holder would have received if Taxes described in respect subclauses (A) and (B) of such Beneficial Owner if this paragraph had not been imposed, but excluding any such Taxes on such reimbursement had not been imposedHolder's net income generally. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes is due and payable, if the Company or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or such Guarantor will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating payable and specifying the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts there is mentioned, in any context, principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or any Guarantor will pay any present or future stamp, court, documentary or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery or registration of, or enforcement of rights under the Notes, this Indenture or any related document ("DOCUMENTARY TAXES").
Appears in 1 contract
Samples: Indenture (Norske Skog Canada LTD)
Payment of Additional Amounts. (a) All payments made by or on behalf of the Company under or with respect to the Notes, or by or on behalf of any Note Guarantor under or with respect to the Notes or the any Note Guarantee (each such Person, a “Payor”) will be made free and clear of and without any withholding or deduction for or on account of any present tax, duty, xxxx, impost, assessment or future Taxesother governmental charge of whatever nature (collectively, “Tax”) imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or doing business for tax purposes or from or through which such Payor makes any payment on the Notes or its Note Guarantee or any department or political subdivision of any of the foregoing (each, a “Relevant Taxing Jurisdiction”), unless the Guarantor Payor (or an applicable withholding agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereoflaw. If the Guarantor Payor (or an applicable withholding agent) is so required by law to withhold or deduct any amount for or on account of Taxes of any Relevant Taxing Jurisdiction from any payment made under or with respect to the any Notes or the Note Guarantee, the Guarantor Payor, subject to the exceptions listed below, will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so to ensure that the net amount received by each Holder in respect or beneficial owner of a Beneficial Owner (including Additional Amounts) the Notes after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder or beneficial owner would have received in respect of such Beneficial Owner if such Taxes had not been required to be so withheld or deducted; provided that no .
(b) A Payor will not, however, pay Additional Amounts will be payable to a Holder or beneficial owner of Notes:
(i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the existence of any present or former connection between the Holder or beneficial owner (or between a fiduciary, settler, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the Relevant Taxing Jurisdiction (other than any connection resulting solely from the acquisition, ownership, holding or disposition of Notes, the receipt of payments thereunder or under any Note Guarantee and/or the exercise or enforcement of rights under any Notes or any Note Guarantee);
(ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Company’s or the Payor’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally eligible to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction);
(iii) with respect to any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property tax or any similar Taxes;
(iv) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder or beneficial owner of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment made became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(v) to a the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder in respect or beneficial owner not dealing at arm’s length, within the meaning of a Beneficial Owner the Income Tax Act (eachCanada), an “Excluded Holder” with such Payor;
(vi) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for purposes of this Section 704) (i) with which the Company does such Holder or beneficial owner being, or not deal dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) at with, a “specified shareholder” of the time Company as defined in subsection 18(5) of making such payment, the Income Tax Act (iiCanada) which is subject for purposes of the thin capitalization rules in the Income Tax Act (Canada);
(vii) to the extent the Taxes giving rise to such Taxes by reason Additional Amounts are United States federal withholding taxes imposed pursuant to Sections 1471 through 1474 of its being connected with Canada the Internal Revenue Code of 1986, as amended (the “Code”), as in effect on the date hereof (or any province amended or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which successor version that is subject to such Taxes by reason of its failure substantively comparable and not materially more onerous to comply with with), any certificationcurrent or future regulations, identification, documentation official interpretations or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty authority promulgated thereunder and any agreements entered into pursuant to Section 1471(b)(1) of the Code as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after effect on the date on which such payment hereof (or such Notes became due any amended or successor version that is substantively comparable and payable not materially more onerous to comply with), and, for the avoidance of doubt, any intergovernmental agreement (and related legislation, rules or practices) implementing the date on which payment thereof is duly provided forforegoing (taken together, whichever is later (“FATCA”), except to the extent that such Taxes result from a failure of any Paying Agent to comply with FATCA; and
(viii) any combination of items (i), (ii), (iii), (iv), (v), (vi) and (vii). Additional Amounts also shall not be paid with respect to any payment on a Note to a beneficial owner who is a fiduciary, a partnership, a limited liability company, or anyone other than the Holder sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder of that limited liability company, or a beneficial owner who would not have been entitled to such the Additional Amounts had that beneficiary, settlor, member or interest holder been the Notes been presented on the last day of such 15-day periodbeneficial owner.
(c) The Payor or (v) to the extent that such applicable withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor agent will also (i) make any such withholding or deduction required by applicable law and (ii) timely remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnishThe Payor, as soon as reasonably practicablethe applicable withholding agent, will make reasonable efforts to such Holder obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor, as the applicable withholding agent, will provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld are due pursuant to applicable law, either a certified copy or tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Payor, such other documentation that provides reasonable evidence of such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Payor.
(d) Where Tax is payable pursuant to Regulation 803 of the Income Tax Act (Canada) by a Holder or beneficial owner of the Notes in respect of a Beneficial Owner any amount payable under the Notes to the Holder (other than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes of such Act), but no Additional Amount is paid in respect of such Tax, the Payor will pay as or on account of interest to the Holder an Excluded Holderamount equal to such Tax (a “Regulation 803 Reimbursement”) andplus an amount equal to any Tax required to be paid by the Holder or beneficial owner as a result of such Regulation 803 Reimbursement within 45 days after receiving from the Holder a notice containing reasonable particulars of the Tax so payable, provided such Holder or beneficial owner would have been entitled to receive Additional Amounts on account of such Tax (and only to the extent of such Additional Amounts that such Holder or beneficial owner would have been entitled to receive) but for the fact that it is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes.
(e) Prior to the date on which the payment of any Additional Amounts are due, the Payor will deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable on the applicable payment date, and setting forth the Additional Amounts so payable and will also set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the applicable payment date. Any such Officers’ Certificate will be delivered to the Trustee at least two Business Days in advance of when the payments in question are required to be made (unless a shorter period of time is acceptable to the Trustee in its reasonable discretion). The Payor will promptly publish a notice in accordance with Section 11.2 hereof stating that such Additional Amounts will be payable and describing the obligation to pay such amounts.
(f) The Payors, jointly and severally, will reimburse the Holders or beneficial owners of Notes, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder or beneficial owner of Notes and certified proof of payment for the amount of (i) any such Taxes so levied or imposed by a Relevant Taxing Jurisdiction and paid payable by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit beneficial owner in connection with payments made under or with respect to the relevant tax authority, on a timely basis, the full amounts required Notes or under applicable lawor with respect to any Note Guarantee; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder in respect of a Beneficial Owner or beneficial owner after such reimbursement would will not be less than the net amount such Holder or beneficial owner would have received if the Taxes giving rise to the reimbursement described in respect of such Beneficial Owner if such Taxes on such reimbursement clauses (i) and/or (ii) had not been imposed. At least 30 days prior , provided, however, that the indemnification obligation provided for in this Section 4.21(f) shall not extend to each date on Taxes imposed for which any the Holder or beneficial owner of the Notes would not have been eligible to receive payment under of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 4.21(b) hereof, or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay extent such Holder or beneficial owner received Additional Amounts with respect to such paymentpayments.
(g) In addition, the Guarantor Payor will deliver pay any stamp, issue, registration, court, documentary, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes or any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction at any time as a result of, or in connection with, (i) any payments made pursuant to the Trustee an Officers’ Certificate stating Notes, any Note Guarantee or any other such document or instrument referred to thereunder and/or (ii) the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf enforcement of the Guarantor, Notes or any Note Guarantee or any other such document or instrument referred to pay such Additional Amounts to Holders on the payment date. thereunder.
(h) The obligations of the Guarantor described under this Section 704 shall 4.21 will survive the any termination, defeasance or discharge and termination of this Supplemental Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized, doing business or is otherwise resident for Tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents.
(i) Whenever this Indenture refers to, in any context, the payment of all amounts principal, premium, if any, interest or any other amount payable under or with respect to any Note or under any Note Guarantee, such reference includes the Guaranteepayment of Additional Amounts or other payments that would be payable pursuant to this Section 4.21, if applicable.
Appears in 1 contract
Samples: Indenture (Valeant Pharmaceuticals International, Inc.)
Payment of Additional Amounts. All payments made of principal, premium or interest by the Guarantor under or with Company in respect to of the Notes or the Guarantee will be made free and clear of and without deduction or withholding or deduction for or on account of any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf any Argentine Tax Jurisdiction (Argentine Taxes), unless the Guarantor Company is required to withhold or deduct Taxes compelled by law to deduct or by the interpretation or administration thereofwithhold such Argentine Taxes. If the Guarantor is so required to withhold or deduct In any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guaranteesuch event, the Guarantor Company will pay as interest such additional amounts (Additional Amounts Amounts) in respect of Argentine Taxes as may be necessary so to ensure that the net amount amounts received by each Holder in respect Holders and beneficial owners of a Beneficial Owner (including Additional Amounts) such Notes after such withholding or deduction will not be less than equal the amount the Holder respective amounts that would have been received in respect of such Beneficial Owner if Notes in the absence of such Taxes had not been withheld withholding or deducted; provided deduction, except that no such Additional Amounts will be payable payable:
(a) to or on behalf of a Holder or beneficial owner of a Note that is liable for Argentine Taxes in respect of such Note by reason of having a present or former connection with an Argentine Tax Jurisdiction other than merely the holding or owning of such Note or the enforcement of rights with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes Note or the receipt of income or any payments thereunder, in respect thereof;
(iiib) which is subject to such or on behalf of a Holder or beneficial owner of a Note in respect of Argentine Taxes by reason that would not have been imposed but for the failure of its failure the Holder or beneficial owner of a Note to comply with any certification, identification, information, documentation or other reporting requirements requirement (within 45 calendar days following a written request from the Company to the Holder or beneficial owner, as applicable, for compliance) if such compliance is required by applicable law, regulation, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Argentine Taxes;
(c) to or on behalf of a Holder or beneficial owner of a Note in respect of any estate, inheritance, gift, sales, transfer, personal assets or similar tax, assessment or other governmental charge;
(ivd) to or on behalf of a Holder or beneficial owner of a Note in respect of Argentine Taxes payable otherwise than by withholding from payment of principal of, premium, if the Notes are presented for payment more than 15 days after the date on which such payment any, or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented interest on the last day of such 15-day period) or Notes;
(ve) to the extent or on behalf of a Holder or beneficial owner of a Note in respect of any Taxes that such withholding is are imposed on a payment to a Holder or Beneficial Owner who is an individual and are required to be made pursuant to European Union Council Directive 2003/48/EC E on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, 2000, December 13, 2001, and January 21, 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also a directive;
(f) to or on behalf of a Holder or beneficial owner of a Note in respect of any Taxes that would not have been imposed if presentation for payment of the relevant notes had been made to a paying agent other than the paying agent to which the presentation was made;
(g) to or on behalf of a Holder or beneficial owner of a Note in respect of Argentine Taxes that would not have been imposed but for the fact that the Holder presented such Note for payment (where presentation is required) more than 30 days after the later of :
(i) make the date on which such withholding or deduction and payment became due and
(ii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount is received and notice of such receipt has been given to the Holders by the Trustee; or
(h) any combination of items (a) to (g) above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Notes to any Holder or beneficial owner of a Note who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of an Argentine Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Notes. To the extent required by applicable law, the Company will withhold or deduct any Argentine Taxes required by such law and remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawauthority. Upon The Company will furnish to the Trustee, within 60 days after the date of receipt of written request from the Holders or beneficial owners of a Holderthe Notes through the Trustee, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax such receipts evidencing the payment of any Argentine Taxes so deducted or withheld in such payment form as provided in the normal course by the Guarantortaxing authority imposing such Argentine Taxes and as is reasonably available to us or to the Trustee. The Guarantor Trustee will indemnify make such evidence available to the Holders or beneficial owners of Notes upon request. The Company will pay any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and hold harmless each Holder duties, including interest and penalties with respect thereto, imposed by any Argentine Tax Jurisdiction in respect of a Beneficial Owner (the execution, issue, registration or delivery of the Notes or any other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) document or instrument referred to hereunder and any such Taxes so levied taxes, charges or duties imposed and paid by such Holder any jurisdiction as a result of, or in connection with, the enforcement of the Notes and/or any other such document or instrument. The Company covenants that if the Company or the Trustee or any Paying Agent is required by law to make any deduction or withholding on payments of principal of or interest on the Notes for or on account of any failure of Argentine tax, duty, assessment or other governmental charge, the Guarantor to withholdCompany shall, deduct or remit at least 10 Business Days prior to the relevant tax authorityfirst payment on which such deduction or withholding is applicable, on a timely basis, the full amounts required under applicable law; (and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At at least 30 days 10 Business Days prior to each succeeding payment date on which or any payment under redemption date or maturity date if there has been any change with respect to the Guarantee of matters set forth in the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will below-mentioned Officer’s Certificate) deliver to the Trustee (with a copy to any other Paying Agent) an Officers’ Officer’s Certificate stating specifying the fact amount so required to be deducted or withheld and certifying that the Company shall pay such Additional Amounts will be payablededuction or withholding. The Company hereby covenants to indemnify the Trustee (and each other Paying Agent) for, stating and to hold the amounts so payable and will set forth such other information necessary to enable Trustee harmless against any loss, liability or expense incurred without negligence or bad faith on the Trustee, ’s part arising out of actions taken or omitted by any of them in reliance on behalf any Officer’s Certificate furnished pursuant to this Section 9.17 or the failure of the GuarantorTrustee to receive on a timely basis such Officer’s Certificate or any information or documentation requested by it or otherwise required by applicable laws or regulations to be obtained, furnished or filed in respect of any tax, duty, assessment or other governmental charge pursuant to pay such Additional Amounts to Holders on the payment dateforegoing provisions of this Section 9.17. The indemnification obligations of the Guarantor Company under this Section 704 9.17 shall survive the payment of the Notes, the resignation or removal of the Trustee and any termination, defeasance or discharge and termination of this Supplemental the Indenture and the payment of all amounts under or with respect will apply mutatis mutandis to any successor Person to the GuaranteeCompany and to any jurisdiction in which such successor is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents.
Appears in 1 contract
Samples: Indenture (Edenor)
Payment of Additional Amounts. (a) All payments made (or deemed to be made) to a holder of the Securities by the a Guarantor under or with respect pursuant to the Notes or the any Guarantee will shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any Canadian government (or, with respect to any Guarantor incorporated or organized outside the United States or Canada, the government of the country in which such Guarantor is incorporated or organized) or political subdivision or territory or authority or agency therein or thereof having the power to tax (each a “Non-U.S. Taxing Authority”), unless the Guarantor obligor thereon is required to withhold or deduct Taxes by under any law or by the interpretation interpretation, application or administration thereof. .
(b) If the Guarantor any such obligor is so required to withhold or deduct any amount for of or on account of Taxes imposed by a Non-U.S. Taxing Authority from any payment made under or with respect to the Notes or the any Guarantee, such obligor shall pay, as additional interest, to each Holder or beneficial owner of the Guarantor will pay as interest Securities that are outstanding on the date of the required payment such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each such Holder in respect of a Beneficial Owner or beneficial owner (including the Additional Amounts) after such withholding or deduction will (including withholdings and deductions on Additional Amounts) shall not be less than the amount the such Holder or beneficial owner would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will shall be payable with respect to a payment made to a Holder in respect or beneficial owner of a Beneficial Owner the Securities (each, an “Excluded Holder” for purposes ”):
(1) which is subject to such Taxes by reason of this Section 704) (i) with which the Company fact that it does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Parent Guarantor or any other Guarantor resident in Canada for tax purposes at the time of making such payment, if such payment is made by the Parent Guarantor or such other Canadian Guarantor;
(ii2) which is subject to such Taxes by reason of its being or having been connected with Canada or any province or territory thereof otherwise Non-U.S. Taxing Authority other than by the acquisition or mere holding or ownership, or deemed holding or ownership of Notes the Securities or the receipt of payments thereunderthereunder or under any Guarantee or the enforcement of rights under the Securities, this Indenture or any Guarantee (iiias a matter of, for example, citizenship, nationality, residence, domicile, or existence of a business or permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the Non-U.S. Taxing Authority);
(3) where such Taxes are on account of any Tax imposed pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any fiscal or regulatory legislation, rules or practices adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States, with respect to the forgoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code;
(4) which is subject failed to such Taxes by reason of its failure to duly and timely comply with a timely request of the Issuer or any certificationGuarantor in writing to provide information, identification, documentation documents or other reporting requirements evidence concerning such Holder’s or beneficial owner’s nationality, residence, entitlement to treaty benefits or identity, if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that (i) such Holder and/or beneficial owner was legally able to comply with such request and (ii) due and timely compliance with such request is required by applicable law or administrative policy as a precondition to reduction or elimination of, and would have reduced or eliminated, any Taxes as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner but for this clause;
(5) which is a fiduciary or a partnership or not the Holder sole beneficial owner of the relevant Security, if and to the extent that any beneficiary or settlor with respect to such fiduciary, any partner with respect to such partnership or any beneficial owner of such Security (as the case may be) would not have been entitled to such receive Additional Amounts with respect to the payment in question had such beneficiary, settlor, partner or beneficial owner been the Notes been presented actual Holder of such Security;
(6) in respect of any estate, gift, inheritance, value added, excise, transfer, or similar tax; or
(7) any combination of the above clauses in this proviso. For the avoidance of doubt, no Additional Amounts will be owed for Taxes imposed by the United States government or any political subdivision or territory or authority or agency therein or thereof having the power to tax.
(c) The applicable obligor on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings Securities, this Indenture or any law implementing or complying withGuarantee, or introduced in order as the case may be, shall also be entitled to conform to, such Directive. The Guarantor will also (i) make such any withholding or deduction required by a Non-U.S. Taxing Authority or other taxing authority and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The applicable obligor on the written request of a HolderSecurities, the Guarantor will furnishthis Indenture or any Guarantee, as soon as reasonably practicablethe case may be, shall furnish to such Holder certified the Holders , within 30 days after the date the payment of any Taxes is due pursuant to applicable law, copies of tax receipts receipts, if any, evidencing that such payment has been made by such obligor, as applicable.
(d) In addition, the Guarantor. The Guarantor will Issuer and the Guarantors shall jointly and severally indemnify and hold harmless each Holder in respect or beneficial owner (without duplication) of a Beneficial Owner (other than an Excluded Holder) and, the Securities that are outstanding on the date of the required payment and upon written request of any Holder (other than an Excluded Holder) reimburse each such Holder or beneficial owner for the amount of of: (i) any such Taxes so levied or imposed by a Non-U.S. Taxing Authority and paid by such Holder or beneficial owner (without duplication) as a result of payments made under or with respect to the Securities, this Indenture or any failure Guarantee (including, for greater certainty, any Taxes payable under Section 803 of the Guarantor regulations under the Income Tax Act (Canada)), but excluding any Taxes with respect to withholdwhich such Holder or beneficial owner is an Excluded Holder, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any Taxes imposed on such Holder or beneficial owner by a Non-U.S. Tax Authority (other than any Taxes so levied with respect to which such Holder or imposed beneficial owner is an Excluded Holder) with respect to any reimbursement under the foregoing clause (i) immediately above (collectively, a “Reimbursement Payment”), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. .
(e) At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor any Note is due and payable, if the any Guarantor will be becomes obligated to pay Additional Amounts with respect to such payment, the such Guarantor will shall deliver to the Trustee (or other applicable paying agent) an Officers’ Certificate stating the fact that such Additional Amounts will shall be payable, stating payable and the amounts so payable and will shall set forth such other information as is necessary to enable the Trustee, on behalf of the Guarantor, Trustee (or other applicable paying agent) to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under .
(f) Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context: (i) the payment of all amounts under principal (and premium, if any), (ii) purchase prices in connection with a repurchase or a redemption of the Securities, (iii) interest, or (iv) any other amount payable on or with respect to any of the GuaranteeSecurities, this Indenture or the Guarantees, such mention shall be deemed to include mention of the payment of Additional Amounts and Reimbursement Payments provided for in this Section 2.18 to the extent that, in such context, Additional Amounts or Reimbursement Payments are, were or would be payable in respect thereof.
(g) The Issuer and the Guarantors will pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that are imposed by any Non-U.S. Taxing Authority from the execution, delivery, issuance, initial resale, registration or enforcement of any Securities, this Indenture, the Guarantee or any other document or instrument in relation thereto (other than a transfer of the Securities). The obligations described in this Section 2.18 shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any successor person to the Issuer or any Guarantor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents.
Appears in 1 contract
Samples: Indenture (Ultra Petroleum Corp)
Payment of Additional Amounts. All (A) Any and all payments made by the Guarantor Company hereunder or under or with respect the Convertible Notes to the Notes or the Guarantee will Noteholder and each "qualified assignee" thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Notes to the Noteholder or Holders of Convertible Notes subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice form the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Convertible Notes to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes or extent such transfer can be effected in accordance with the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes other provisions of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, Agreement and applicable law; (ii) which is subject to the Company shall make such Taxes by reason of its being connected with Canada deductions or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, withholdings; and (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. Upon the written request A "qualified assignee" of a Holder, Noteholder is a Person that is (x) organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) the United States or (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes so levied and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee's continued exemption from Taxes under applicable law.
(B) The Company shall forthwith pay any present or imposed future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and paid by such Holder levies hereinafter referred to as "Other Taxes") which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from the Noteholder to a Person of any failure Security.
(C) Within 30 days after the date of any payment of Taxes, the Guarantor to withhold, deduct or remit Company will furnish to the relevant Noteholder the original or a certified copy of a receipt evidencing payment thereof.
(D) The Noteholder shall provide to the Company a Form W-8, stating that it is a non-U.S. person, together with any additional tax authority, on a timely basis, the full amounts forms which may be required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i)Code, so that as amended after the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantorhereof, to pay such Additional Amounts allow interest payments to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect be made to the Guaranteeit without deduction.
Appears in 1 contract
Samples: Note Reformation Agreement (Comprehensive Medical Diagnostics Group Inc)
Payment of Additional Amounts. (a) All payments made by or on behalf of the Guarantor Issuer or the Note Guarantors under or with respect to the Notes or the Guarantee will Note Guarantees shall be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of the Netherlands or any political subdivision or any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which the Issuer or any Note Guarantor (or any successor Person) is, organized or otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a “Relevant Taxing Jurisdiction”), unless the Guarantor withholding or deduction of such Taxes is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. .
(b) If the Issuer or any Note Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction, or if a Holder actually pays such Taxes where the Issuer or the Note Guarantor failed to withhold or deduct Taxes required to be held or deducted, from any payment made under or with respect to the Notes or the GuaranteeNote Guarantees, the Guarantor Issuer or the relevant Note Guarantor, as applicable, will be required to pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner the Holders (including Additional Amounts) after such withholding or deduction (including any Taxes on such Additional Amounts) will not be less than the amount the Holder Holders would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided provided, however, that no the foregoing obligation to pay Additional Amounts will be payable with respect does not apply to (1) any Taxes that would not have been so imposed but for the existence of any present or former connection (for the avoidance of doubt, including the ownership of shares in the Issuer) between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of such Note); (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (3) any Taxes withheld, deducted or imposed on a payment to an individual and which are required to be made pursuant to a Holder in respect of a Beneficial Owner European Council Directive 2003/48/EC (each, an “Excluded Holder” for purposes of this Section 704as amended from time to time) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province law implementing or territory thereof otherwise than complying with, or introduced in order to conform to, such directive; (4) any withholding or deduction that is imposed on any payment arising from FATCA; or (5) any Taxes withheld or deducted that could have been avoided by the acquisition satisfying any statutory requirements or mere holding by making a declaration of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation non-resident or other reporting requirements claim for exemption to the relevant tax authority; nor will the Issuer or any Note Guarantor pay Additional Amounts (a) if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of payment could have been made without such deduction or withholding of, such Taxes, (iv) if the Notes are beneficiary of the payment had presented the Note for payment more than 15 within 30 days after the date on which such payment or such Notes Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes Note been presented on the last day of such 1530-day period), or (b) with respect to any payment of principal of (or premium, if any, on) or (v) interest on such Note to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that such withholding is imposed on a payment to a Holder beneficiary or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed settlor with respect to any reimbursement under such fiduciary, a member of such a partnership or the foregoing clause (i), so that the net amount received by beneficial owner of such Holder in respect of a Beneficial Owner after such reimbursement payment would not be less than have been entitled to the net amount Additional Amounts had such Holder would have received in respect beneficiary, settlor, member or beneficial owner been the actual holder of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee Note.
(c) If an Officer of the Issuer or any Note Guarantor is due and payable, if the Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to the Notes or the Note Guarantees, the Issuer, the Company or the relevant Subsidiary Guarantor will shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer, the Company or the relevant Subsidiary Guarantor shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will the amount estimated to be so payable. The Officers’ Certificate must also set forth such any other information reasonably necessary to enable the Trustee, on behalf of the Guarantor, Paying Agents to pay such Additional Amounts to Holders on the relevant payment date. The obligations of Trustee shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. Upon request, the Issuer, the Company or the relevant Subsidiary Guarantor under this Section 704 shall survive also provide the discharge and termination of this Supplemental Indenture and Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of all amounts under the Taxes with respect to which Additional Amounts are paid.
(d) Whenever in this Indenture there is mentioned, in any context:
(1) the payment of principal;
(2) purchase prices in connection with a purchase of Notes;
(3) interest; or
(4) any other amount payable on or with respect to any of the GuaranteeNotes, such reference shall be deemed to include payment of Additional Amounts as described in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(e) The Issuer and the Note Guarantors shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Note Guarantees, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes or the Note Guarantees, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of the jurisdiction of organization or tax residence of the Issuer or any of the Note Guarantors, or the jurisdiction of organization or tax residence of any successor of the Issuer or any Note Guarantor, or any jurisdiction in which a Paying Agent is located, and the Issuer and the Note Guarantors shall agree to indemnify the Holders for any such taxes paid by such Holders.
(f) The obligations described in this Section shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or any Note Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.
Appears in 1 contract
Payment of Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor under or with respect to the Notes or the Guarantee Note Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature (including penalties, additions to tax, interest and other liabilities related thereto) (hereinafter “Taxes, ”) unless the Guarantor withholding or deduction of such Taxes is then required to withhold or deduct Taxes by law or by the interpretation or administration thereoflaw. If the Guarantor is so required to withhold any deduction or deduct any amount for withholding for, or on account of, any Taxes imposed or levied by or on behalf of Taxes the government of the British Virgin Islands, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer or any Guarantor (including any successor entity) is organized, incorporated, engaged in business or is otherwise resident or treated as resident for tax purposes, or any jurisdiction from or through which payment is made (including, without limitation, the jurisdiction of each Paying Agent) (each a “Specified Tax Jurisdiction” and such Taxes, “Indemnified Taxes”), will at any time be required to be made from any payment payments made under or with respect to the Notes or the GuaranteeNote Guarantees, the Issuer, the relevant Guarantor or other payor, as applicable, will pay as interest such additional amounts (the “Additional Amounts Amounts”) as may be necessary so that the net amount received in respect of such payments by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including any withholding or deduction from Additional Amounts) will not be less than the amount the Holder such holder would have received in respect of such Beneficial Owner if such Indemnified Taxes had not been withheld or deducted; provided provided, however, that no Additional Amounts will be payable Indemnified Taxes do not include:
(1) any Taxes to the extent such Taxes would not have been so imposed but for the Holder or beneficial owner of the Notes having any present or former connection with respect to a the Specified Tax Jurisdiction (other than the mere acquisition, ownership, holding, enforcement, exercise of rights or receipt of payment made to a Holder in respect of the Notes or the Note Guarantees);
(2) any estate, inheritance, gift, sales, excise, transfer, personal property Tax or similar Taxes;
(3) any Taxes to the extent such Taxes are imposed as a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning result of the Income Tax Act (Canada)) at failure of the time Holder or beneficial owner of making the Notes to complete, execute and deliver to the Issuer or the relevant Guarantor, as applicable, any form or document that such paymentHolder or beneficial owner is legally entitled to complete, (ii) which is subject to such Taxes execute, and deliver, that may be required by law or by reason of its being connected with Canada or any province or territory thereof otherwise than by administration of such law and that is reasonably requested in writing to be delivered to the acquisition or mere holding of Notes Issuer or the receipt of relevant Guarantor in order to enable the Issuer or the relevant Guarantor to make payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in on the rate of Notes without deduction or withholding of, such for Taxes, or with deduction or withholding of a lesser amount, which form or document will be delivered within 60 days of a written request therefor by the Issuer or the relevant Guarantor;
(iv4) if any Taxes to the Notes are extent such Taxes would not have been so imposed but for the beneficiary of the payment having presented a Note for payment (in cases in which presentation is required) more than 15 30 days after the date on which such payment or such Notes Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes Note been presented on the last day of such 1530-day period);
(5) any Taxes imposed on or (v) with respect to any payment by the Issuer or any Guarantor to the Holder if such holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such withholding is imposed fiduciary, a member of such partnership or the beneficial owner of such payment would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note;
(6) any Taxes to the extent such Taxes are required to be deducted or withheld on a payment to a Holder or Beneficial Owner who is an individual pursuant to (a) European Union Council Directive 2003/48/EC (as amended or replaced from time to time) or (b) any directive implementing the conclusion of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, or (c) the bilateral agreements concluded between the European Union member States and several third countries or dependent or associated territories of the European Union pursuant to Article 17.2 of the European Council Directive 2003/48/EC (as amended or replaced from time to time), or (d) any law implementing or complying withimplementing, or introduced in order to conform to, such Directivedirective or (e) the Luxembourg law of 23 December 2005 in the taxation of interest income received by individuals resident in Luxembourg (so called “Relibi Law”);
(7) any Taxes to the extent such Taxes are imposed on a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to another Paying Agent in a member state of the European Union;
(8) any Taxes to the extent such Taxes are payable other than by deduction or withholding at source; or
(9) any combination of items (1) through (8) above.
(b) If the Issuer or any Guarantor, as applicable, becomes obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the Note Guarantees, the Issuer or the relevant Guarantor, as applicable, will deliver to the Trustee and Paying Agent at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor, as applicable, will notify the Trustee and Paying Agent promptly thereafter but in no event later than five Business Days prior to the date of payment) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. The Trustee and Paying Agent will be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. The Issuer or the relevant Guarantor, as applicable, will provide the Trustee and Paying Agent with documentation reasonably satisfactory to the Trustee and Paying Agent evidencing the payment of Additional Amounts.
(c) The Issuer or the relevant Guarantor or applicable withholding agent, as applicable, will also (i) make such withholding or deduction all withholdings and (ii) deductions required by law and will remit the full amount deducted or withheld to the relevant governmental authority on a timely basis in accordance with applicable law. As soon as practicable, the Issuer or the relevant Guarantor or applicable withholding agent, as applicable, will provide the Trustee and Paying Agent with an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the Trustee and Paying Agent evidencing the payment of the Taxes so withheld or deducted. Upon request, copies of those receipts or other documentation, as the written request case may be, will be made available by the Trustee and Paying Agent to the Holders.
(d) Whenever in this Indenture or the Notes there is referenced, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, the Notes or the Note Guarantees, such reference will be deemed to include payment of Additional Amounts as described in this Section 4.22 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. For the avoidance of doubt, with respect to Notes represented by a Global Note, a Holder with respect to Additional Amounts and the related provisions of this Indenture shall be deemed to include a Holder representing the interests of a Holder, beneficial owner of the Guarantor will furnishNotes or acting on behalf of a beneficial owner of the Notes.
(e) The Issuer or the relevant Guarantor, as soon as reasonably practicableapplicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each a Holder in respect of a Beneficial Owner (other than an Excluded Holder) andwithin 10 Business Days after written demand therefor, upon written request for the full amount of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Indemnified Taxes so levied or imposed and that were paid by such Holder as to a result governmental authority of any failure of the Guarantor to withhold, deduct a Specified Tax Jurisdiction and that were imposed on or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment made under or with respect to the Guarantee Notes or the Note Guarantees (including any Additional Amounts) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Issuer or the relevant Guarantor by a Holder will be conclusive absent manifest error.
(f) The Issuer or the relevant Guarantor, as applicable, will pay any present or future stamp, issue, registration, value added, court or documentary taxes or any other excise or property taxes, charges or similar levies (including penalties, additional amounts, interest and any other liabilities and reasonable expenses related thereto) that arise in any Specified Tax Jurisdiction from the execution, delivery, enforcement or registration of the Guarantor is due and payableNotes, if the Guarantor will be obligated to pay Additional Amounts Note Guarantees, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to such paymentthe Notes or the Note Guarantees, and the Guarantor will deliver to Issuer or the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the relevant Guarantor, to pay as applicable, will indemnify the Holders for any such Additional Amounts to Holders on the payment date. taxes, charges, levies, penalties, amounts, interest, liabilities and expenses paid by such Holders.
(g) The obligations of the Guarantor Issuer and the Guarantors under this Section 704 shall 4.22 will survive the any termination, defeasance or discharge and termination of this Supplemental Indenture and the payment any transfer by a Holder of all amounts under or with respect its Notes, and will apply mutatis mutandis to any jurisdiction in which any successor person to the GuaranteeIssuer or any Guarantor is organized, incorporated, engaged in business or is otherwise resident or treated as resident for tax purposes or any jurisdiction from or through which payment is made or any political subdivision or authority or agency thereof or therein.
Appears in 1 contract
Samples: Indenture (Pacific Drilling S.A.)
Payment of Additional Amounts. All payments made by or on behalf of the Guarantor Company under or with respect to the Notes or the Guarantee Securities (including, without limitation, any Additional Interest Amount) will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax, including without limitation any taxes imposed under Part XIII of the Tax Act ("Canadian Taxes"), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof, to withhold or deduct any amounts for, or on account of, Canadian Taxes. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Notes or the GuaranteeSecurities, the Guarantor Company will pay as additional interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Canadian Taxes had not been withheld or deducteddeducted and similar payment (the term "Additional Amounts" shall also include any such similar payments) will also be made by the Company to Holders (other than Excluded Holders) of Securities that are not subject to withholding but are required to pay tax directly on amounts otherwise subject to withholding; provided provided, however, that no Additional Amounts will be payable with respect to to:
(a) a payment made to a Holder or former Holder of Securities (an "Excluded Holder") in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) the beneficial owner thereof:
(i) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)Act) at the time of making such payment, ;
(ii) which that is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirements requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such TaxesCanadian Taxes (provided that in the case of any imposition or change in any such certification, identification, information, documentation or other reporting requirement which applies generally to Holders of Securities who are not residents of Canada, at least sixty (iv60) days prior to the effective date of any such imposition or change, the Company shall give written notice, in the manner provided in this Indenture, to the Trustee and the Holders of the Securities then outstanding of such imposition or change, as the case may be, and provide the Trustee and such Holders with such forms or documentation, if any, as may be required to comply with such certification, identification, information, documentation, or other reporting requirement); or
(iii) that is subject to such Canadian Taxes by reason of its carrying on business in or otherwise being connected with Canada or any province or territory thereof otherwise than by the Notes are presented for payment more than 15 days after the date on which mere holding of such payment or such Notes became due and payable Securities or the date on which payment thereof is duly provided forreceipt of payments or exercise of any enforcement rights, whichever is later thereunder; or
(except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day periodb) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or governmental charge (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive"Excluded Taxes"). The Guarantor Company will also (i1) make such withholding or deduction and (ii2) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will furnish to the written request Trustee, within thirty (30) days after the date the payment of a Holderany Canadian Taxes is due pursuant to applicable law in respect of such Securities, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner any Securities (other than an Excluded HolderHolder or with respect to Excluded Taxes) and, and upon written request of any Holder (other than an Excluded Holder) reimburse each such Holder for the amount of of:
(i) any such Canadian Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authoritySecurities (including, on a timely basiswithout limitation, the full amounts required under applicable law; and any payment of Additional Interest Amounts);
(ii) any such liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and
(iii) any Canadian Taxes so levied or imposed and paid by the Holder with respect to any reimbursement under the foregoing clause (i)) or (ii) above. Additional Amounts will be paid in cash semi-annually on the applicable June 15 or December 15, so that at Maturity, on any Redemption Date, on a Conversion Date or on any Fundamental Change Purchase Date. Whenever in this Indenture there is mentioned, in any context, the net payment of principal and interest or any other amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to the Guarantee any Security, such mention shall be deemed to include mention of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect Additional Amounts provided for in this Section to the Guaranteeextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. Anything in this Indenture to the contrary notwithstanding, the covenants and provisions of this Section 10.10 shall survive any termination or discharge of this Indenture, and the repayment of all or any of the Securities, and shall remain in full force and effect.
Appears in 1 contract
Samples: Indenture (Minefinders Corp Ltd.)
Payment of Additional Amounts. (a) All payments made by the Guarantor under or with respect to the Notes or the this Indenture or pursuant to any future Subsidiary Guarantee will shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any Canadian government (or, with respect to any Subsidiary Guarantor incorporated or organized outside the United States or Canada, the government of the country in which such Subsidiary Guarantor is incorporated or organized) or political subdivision or territory or possession of any government or authority or agency therein or thereof having the power to tax (each a “Taxing Authority”), unless the Guarantor obligor thereon is required to withhold or deduct Taxes by under any law or by the interpretation interpretation, application or administration thereof. .
(b) If the Guarantor any such obligor is so required to withhold or deduct any amount for of or on account of Taxes imposed by a Taxing Authority from any payment made under or with respect to the Notes or the any Subsidiary Guarantee, as the Guarantor will pay case may be, such obligor shall pay, as interest additional interest, to each Holder of Notes that are outstanding on the date of the required payment, such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each such Holder in respect of a Beneficial Owner (including the Additional Amounts) after such withholding or deduction will (including withholdings and deductions on Additional Amounts) shall not be less than the amount the such Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will shall be payable with respect to a payment made to a Holder in respect or beneficial owner of a Beneficial Owner the Notes (each, an “Excluded Holder” for purposes of this Section 704”):
(1) (i) with which the Company is subject to such Taxes by reason that it does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with the applicable obligor at the time of making such payment, ;
(ii2) which is subject to such Taxes by reason of its being or having been connected with Canada or any a province or territory thereof otherwise than by the acquisition or mere holding or ownership, or deemed holding or ownership of the Notes or the receipt of payments thereunderthereunder or under any Subsidiary Guarantee (as a matter of, for example, citizenship, nationality, residence, domicile, or existence of a business or permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the Taxing Authority);
(iii3) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance the fact that it is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption fromspecified shareholder of the obligor for the purposes of subsection 18(5) of the Income Tax Act (Canada), or a reduction in person that does not deal at arm’s length with any such specified shareholder;
(4) where such Taxes are on account of any tax, duty, assessment or other charge imposed pursuant to Sections 1471 through 1474 of the rate Code, any current for future regulations or official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States, with respect to the forgoing or any agreements entered into pursuant to Section 1471(b)(1) of deduction the Code;
(5) which failed to duly and timely comply with a timely request of the Company to provide information, documents or withholding ofother evidence concerning such Holder’s or beneficial owner’s nationality, such Taxesresidence, (iv) entitlement to treaty benefits or identity, if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that (A) such Holder and/or beneficial owner was legally able to comply with such request and (B) due and timely compliance with such request is required by applicable law or administrative policy as a precondition to reduction or elimination of, and would have reduced or eliminated, any Taxes as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner but for this clause;
(6) which is a fiduciary or a partnership or not the Holder sole beneficial owner of the relevant Note, if and to the extent that any beneficiary or settlor with respect to such fiduciary, any partner with respect to such partnership or any beneficial owner of such Note (as the case may be) would not have been entitled to such receive Additional Amounts with respect to the payment in question had such beneficiary, settlor, partner or beneficial owner been the actual Holder of such Note;
(7) in respect of any estate, gift, inheritance, value added, excise, transfer, intangible or similar tax; or
(8) any combination of the above clauses in this proviso.
(c) The applicable obligor on the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying withSubsidiary Guarantee, or introduced in order to conform toas the case may be, such Directive. The Guarantor will also (i) shall make such any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority Taxing Authority in accordance with applicable law. Upon The applicable obligor on the written request of a Holder, the Guarantor will furnishNotes or any Subsidiary Guarantee, as soon as reasonably practicablethe case may be, shall provide to the Holders of the Notes, within 30 days after the date the payment of any Taxes so deducted or withheld are due pursuant to applicable law, a copy of such Holder certified copies of tax receipts evidencing such payment, if any, that provides reasonable evidence of such payment by such obligor.
(d) In addition, the Guarantor. The Guarantor will applicable obligor on the Notes or any Subsidiary Guarantee, as the case may be, shall indemnify and hold harmless each Holder in respect or beneficial owner (without duplication) of a Beneficial Owner (other than an Excluded Holder) and, Notes that are outstanding on the date of the required payment and upon written request of any Holder (other than an Excluded Holder) reimburse each such Holder or beneficial owner for the amount of of: (i) any such Taxes so levied or imposed by a Taxing Authority and paid by such Holder or beneficial owner (without duplication) as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authorityNotes or any Subsidiary Guarantee, on a timely basisbut excluding any such Taxes with respect to which such Holder or beneficial owner is an Excluded Holder, the full amounts required under applicable law; and (ii) any such Taxes so levied imposed on such Holder or imposed beneficial owner (other than any such Taxes with respect to which such Holder or beneficial owner is an Excluded Holder) with respect to any reimbursement under the foregoing clause (i) immediately above (collectively, “Reimbursement Payments”), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. .
(e) At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor any Note is due and payable, if the Guarantor will be Company becomes obligated to pay Additional Amounts with respect to such payment, the Guarantor will Company shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will shall be payable, stating payable and the amounts so payable and will shall set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to Holders holders of Notes on the payment date. The obligations of the Guarantor under .
(f) Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts under principal (and premium, if any), purchase prices in connection with a repurchase or redemption of Notes, interest or any other amount payable on or with respect to any of the GuaranteeNotes, this Indenture or the Subsidiary Guarantees, such mention shall be deemed to include mention of the payment of Additional Amounts and Reimbursement Amounts provided for in this Section 4.17 to the extent that, in such context, Additional Amounts or Reimbursement Payments are, were or would be payable in respect thereof.
Appears in 1 contract
Samples: Indenture (Ultra Petroleum Corp)
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Convertible Instruments to the Notes or the Guarantee will any Purchaser and each "qualified assignee" thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes, ") unless the Guarantor is such Taxes are required to withhold or deduct Taxes by law or by the interpretation administration thereof to be deducted or administration thereofwithheld. If the Guarantor is so Company shall be required by law or the administration thereof to deduct or withhold or deduct any amount for or on account of Taxes from or in respect of any payment made sum payable under or with respect to the Notes or Convertible Instruments (i) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.9) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes deduction or withholding had not been withheld or deductedmade; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to the Company shall make such Taxes by reason of its being connected with Canada deductions or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, withholdings; and (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. Upon the written request A "qualified assignee" of a Holder, Purchaser is a Person that is organized under the Guarantor will furnishlaws of (I) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to each of the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes and (z) from time to time, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment and when requested by the GuarantorCompany, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information, necessary to establish such assignee's continued exemption from Taxes under applicable law.
(b) The Company shall forthwith pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and levies hereinafter referred to as "Other Taxes") which arise from any payment made under any of the Financing Documents or from the execution, delivery or registration of, or otherwise with respect to, this Agreement.
(c) The Company shall indemnify each Purchaser, or qualified assignee, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 3.9) paid by each Purchaser, or qualified assignee, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon Payment under this indemnification shall be made within 30 days from the date such Purchaser or assignee makes written request of any Holder (other than an Excluded Holder) reimburse such Holder for demand therefor. A certificate as to the amount of (i) any such Taxes so levied or imposed and paid Other Taxes submitted to the Company by such Holder as a result Purchaser or assignee shall be conclusive evidence of the amount due from the Company to such party.
(d) Within 30 days after the date of any failure payment of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basisTaxes, the full amounts required under applicable law; and (ii) any such Taxes so levied Company will furnish to each Purchaser the original or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect a certified copy of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any receipt evidencing payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guaranteethereof.
Appears in 1 contract
Samples: Bridge Securities Purchase Agreement (Visual Edge Systems Inc)
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Convertible Notes to the Notes or the Guarantee will any Purchaser and each "qualified assignee" thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes. levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Notes (i) the holders of Convertible Notes subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Convertible Notes to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law: (ii) the Company shall make such deductions or withholdings; (iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.6) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable law. Upon the written request A "qualified assignee" of a Holder, Purchaser is a Person that is (x) organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) any such Taxes so levied the United States or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such Taxes so levied or imposed with respect to any reimbursement assignee under the foregoing clause (i), so that laws in existence on the net amount received by such Holder in respect date of a Beneficial Owner after such reimbursement this Agreement would not be less than subject to any Taxes and (z) from time to time, as and when requested by the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect Company, executes and delivers to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture Company and the payment of all amounts under or with respect to the Guarantee.Internal
Appears in 1 contract
Samples: Securities Purchase Agreement (Advanced Optics Electronics Inc)
Payment of Additional Amounts. (a) All payments made by the Guarantor under Company or on behalf of the Company with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future TaxesTaxes imposed by any Canadian Taxing Authority, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant Canadian Taxing Authority. If the Guarantor Company is so required obligated to withhold or deduct any amount for or on account of Taxes imposed by any Canadian Taxing Authority from any payment made under or with respect to the Notes or the GuaranteeNotes, the Guarantor will Company will:
(1) make such withholding or deduction;
(2) remit the full amount deducted or withheld to the relevant government authority in accordance with the applicable law;
(3) pay as interest such Additional Amounts additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable ;
(4) furnish to the Trustee for the benefit of the Holders, within 30 days after the date the payment of any Taxes is due, an official receipt of the relevant government authorities for all amounts deducted or withheld, or if such receipts are not obtainable, other evidence of payment by the Company of those Taxes;
(5) indemnify and hold harmless each Holder, other than as described below, for the amount of:
(i) any Taxes (including interest and penalties) paid by such Holder as a result of payments made on or with respect thereto, and
(ii) any Taxes imposed with respect to a any reimbursement under the preceding clause (i) or this clause (ii), but excluding any such Taxes on such Holder's net income; and
(6) at least 15 days prior to each date on which any Additional Amounts are payable, deliver to the Trustee an Officers' Certificate setting forth the calculation of the Additional Amounts to be paid and such other information as the Trustee may request to enable the Trustee to pay such Additional Amounts to Holders on the payment made date.
(b) Notwithstanding the foregoing, the Company will not pay Additional Amounts to a Holder in respect of a Beneficial Owner beneficial owner of a Note:
(each1) imposed or withheld by reason of the failure of the Holder or beneficial owner to complete, an “Excluded Holder” execute and deliver to the Company any form or document to the extent applicable to such Holder or beneficial owner that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be delivered by the Company in order to enable the Company to make payments on the Notes without deduction or withholding for Taxes, or with deduction of withholding of a lesser amount, which form or document shall be delivered within 60 days of a written request therefor by the Company;
(2) in any case where such beneficial owner is not a resident (within the meaning of the Canada-United States Income Tax Convention) of the United States of America, in excess of the amount which the Company would have been obligated to pay hereunder if such beneficial owner were resident in the United States of America for the purposes of this Section 704such treaty;
(3) (i) with which where the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such paymentpayment with such beneficial owner, or
(ii4) which where such beneficial owner is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition mere acquisition, holding or mere holding disposition of Notes or the receipt of payments thereunder.
(c) If, (iiifollowing any payment made by the Company to any Holder under Section 4.12(a)(3) which is subject or any indemnity payment made by the Company to any Holder under Section 4.12(a)(5), such Holder shall receive or be granted a refund, credit, allowance or remission in respect of the Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction resulting in the rate of deduction payment thereof and such Holder is able to readily identify such refund, credit, allowance or withholding of, remission as being attributable to such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forHolder shall, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) it can do so without prejudice to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation retention of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) such refund, credit, allowance or remission and without prejudice to the right of such Holder to obtain any other relief or allowance which may be available to it, reimburse the Company with such Taxes so levied amount as such Holder, acting reasonably, determines to be the amount of money attributable to such refund, credit, allowance or imposed and remission that may be paid by such Holder as a result to leave it (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding or payment of any failure of Taxes which resulted in the Guarantor to withhold, deduct payment under Section 4.12(a)(3) or remit Section 4.12(a)(5). Such Holder may charge to the relevant tax authorityCompany (and may deduct from amounts reimbursable to the Company hereunder) a fee reasonably determined by such Holder to compensate it for any additional effort expended or cost incurred in determining such credit or remission or allocating it to the Company. Notwithstanding the foregoing, on a timely basisno Holder -47- shall be obligated to disclose to the Company, the full amounts required under applicable law; and (ii) or any such Taxes so levied or imposed with respect to of its agents, any reimbursement under the foregoing clause (i), so that the net amount received computation made by such Holder in respect connection with this paragraph or any information regarding such Holder's tax status or affairs. Any reference in this Indenture to the payment of a Beneficial Owner after such reimbursement would not be less than the net principal, premium, if any, interest, Change of Control or Asset Sale purchase price, redemption price or any other amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to the Guarantee of the Guarantor is due and payableany Note, if the Guarantor will be obligated deemed to pay include the payment of Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company's obligation to make payments of Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and any termination of this Supplemental Indenture and or the payment defeasance of all amounts under or with respect to the Guaranteeany rights thereunder.
Appears in 1 contract
Samples: First Supplemental Indenture (Paramount Resources LTD)
Payment of Additional Amounts. All payments made by the Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future TaxesIf, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure change in applicable law, regulation or treaty, or in any official application or interpretation thereof, the Borrower is required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the Guarantor to withholdUnited States of America, deduct any possession or remit territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the relevant tax authorityjurisdiction of the United States of America ("U.S. TAXES") from any payments to a Bank in respect of Loans then or thereafter outstanding, or other amounts owing hereunder, the amount payable by the Borrower will be increased to the amount which, after deduction from such increased amount of all U.S. Taxes required to be withheld or deducted therefrom, will yield the amount required under this Agreement to be payable with respect thereto; provided that the Borrower shall not be required to pay any additional amount pursuant to this subsection (c) to any Bank that (i) is not, on the date this Agreement is executed by such Bank, either (x) entitled to submit Form 1001 relating to such Bank and entitling it to a timely basiscomplete or partial exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the full Loans (and in the case of a Bank that on such date is only entitled to present a Form 1001 entitling it to a partial exemption from such withholding the Borrower shall in no event be required to make any such additional payment beyond the value of the partial exemption to which such Bank was originally entitled) or Form 4224 relating to all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans or (y) a U.S. person (as such term is defined in Section 7701(a)(30) of the Code), or (ii) has failed to submit any form or certificate that it was required to file pursuant to subsection (a) of this Section 12.1 and entitled to file under applicable law; and , or (iiiii) is no longer entitled to submit Form 1001 or Form 4224 as a result of any change in circumstances other than a change in applicable law, regulation or treaty or in any official application or interpretation thereof. Within 30 days after the Borrower's payment of any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such paymentU.S. Taxes, the Guarantor will Borrower shall deliver to the Trustee an Officers’ Certificate stating Agent, for the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf account of the Guarantorrelevant Bank(s), to pay originals or certified copies of official tax receipts evidencing such Additional Amounts to Holders on the payment datepayment. The obligations of the Guarantor Borrower under this Section 704 subsection (c) shall survive the discharge payment in full of the Loans and the termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeCommitments.
Appears in 1 contract
Samples: Credit Agreement (Maytag Corp)
Payment of Additional Amounts. (a) All payments made by the any Guarantor under on or with respect to the Notes Notes, or the Guarantee with respect to any obligation under this Guaranty, will be made free and clear of and without withholding or deduction for or on account of any present or future Taxestaxes imposed by any taxing authority outside the United States, unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant taxing authority. If the such Guarantor is so required obligated to withhold or deduct any amount for or on account of Taxes such taxes ("Required Withholding Taxes") from any payment made under on or with respect to the Notes notes, such Guarantor will:
(i) make such withholding or deduction;
(ii) remit the Guarantee, full amount deducted or withheld to the Guarantor will relevant government authority in accordance with the applicable law;
(iii) pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner the holders (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder holder would have received in respect of such Beneficial Owner if such Required Withholding Taxes had not been withheld or deducted; provided that no deducted taking into account any tax benefits received by holder by virtue of the payment of any such Required Withholding Tax;
(iv) furnish to the holder, within 30 days after the date of the payment of any taxes is due, an official receipt of the relevant government authorities for all amounts deducted or withheld, or if such receipts are not obtainable, other evidence of payment by such Guarantor of those taxes;
(v) reimburse, indemnify and hold the holder harmless, other than as described below, for the amount of:
(A) any taxes (including interest and penalties) paid or incurred by any holder (whether by withholding or otherwise) as a result of the payment of any Additional Amounts made on or with respect thereto, and
(B) any taxes imposed with respect to any reimbursement under the preceding clause or this clause, and
(vi) at least 15 days prior to each date on which any Additional Amounts are payable, deliver to the holder an officers' certificate setting forth the calculation of the Additional Amounts to be paid and such other information as the holder may reasonably request with respect thereto.
(b) Notwithstanding the foregoing, each Guarantor will be payable not pay Additional Amounts in respect of a beneficial owner of a note with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) Required Withholding Tax:
(i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is a net income tax (or a franchise tax imposed in lieu thereof), other than any such tax imposed on or with respect to an Additional Amount, to which such beneficial owner is subject to such Taxes solely by reason of its being connected with Canada engaged in trade or any province business or territory thereof having a permanent establishment or other fixed base (as defined in an applicable income tax treaty), otherwise than by the acquisition mere acquisition, holding or mere holding disposition of Notes or the receipt of payments thereunder, or the execution and performance (iiiincluding enforcement) of the Guaranty, within the jurisdiction (or any province, territory or other political subdivision thereof) requiring the payment or withholding of such Required Withholding Tax; or
(ii) which is subject to such Taxes by reason of its would not be imposed but for the failure to comply with satisfy any certification, identification, documentation qualification, registration or other reporting reporting, qualification or registration or similar requirements if whether imposed by statute, treaty, regulation or administrative practice; provided, however, that such Guarantor has delivered a request to the holder to comply with such requirements reasonably prior to the date by which such compliance is required by lawgiving the holder reasonably sufficient time to satisfy those requirements; provided further, regulationthat if the holder or beneficial owner is unwilling or legally unable to satisfy such certification, administrative practice identification, qualification, registration or an applicable treaty as a pre-condition to exemption fromother reporting, qualification or a reduction in the rate of deduction registration or withholding ofsimilar requirements, such Taxes, unwillingness or legal inability shall constitute a failure to satisfy such requirements for purposes hereof.
(ivc) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced Any reference in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect this Guaranty to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment payable under or with respect to the Guarantee of the Guarantor is due and payableany Note, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts or under or with respect to this Guaranty, will be deemed to include the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Guarantor's obligation to make payments of Additional Amounts will survive any termination of this Agreement or the defeasance of any rights hereunder until after the expiration of its obligations hereunder as herein provided.
Appears in 1 contract
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Convertible Debentures to the Notes or the Guarantee will Purchaser and each "qualified assignee" thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes") unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Debentures (i) the holders of the Convertible Debentures subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect Taxes, subject to the Notes other provisions of this Agreement and the Convertible Debentures relating to assignment or transfer of the GuaranteeConvertible Debentures, to transfer all or any portion of the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect Convertible Debentures to a payment made qualified assignee to a Holder the extent such transfer can be effected in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes accordance with the other provisions of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, Agreement and applicable law; (ii) which is subject to the Company shall make such Taxes by reason of its being connected with Canada deductions or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, withholdings; and (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable. A "qualified assignee" of a Purchaser is a Person that is organized under the laws of(i) the United States or (ii) any jurisdiction other than the United States or any political, subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary for the Company to establish such assignee's exemption or continued exemption from Taxes under applicable law. Upon .
(b) The Company shall forthwith pay any present or future stamp or documentary taxes or any other similar charges or similar levies which arise from any payment made under any of the written request of a HolderTransaction Agreements or from the execution, the Guarantor will furnishdelivery or registration of, as soon as reasonably practicableor otherwise with respect to, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (this Agreement other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed relating to income and paid by such Holder Taxes payable solely as a result of the transfer from Purchaser to a Person of any failure of the Guarantor Security (all such taxes, charges and levies hereinafter referred to withholdas "Other Taxes").
(c) The Company shall indemnify Purchaser, deduct or remit to the relevant tax authorityqualified assignee, on a timely basis, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 3.6) required to be paid by the Company under this Section 3.6, but not so paid by the Company and actually paid by Purchaser, or qualified assignee. Payment under this indemnification shall survive be made within 30 days from the discharge and termination date Purchaser or qualified assignee makes written demand therefor.
(d) Within 30 days after the date of this Supplemental Indenture and the any payment of all amounts Taxes, required by the Company to be paid under this Section 3.6, the Company will furnish to Purchaser the original or with respect a certified copy of a receipt evidencing payment thereof.
(e) Purchaser and each qualified assignee shall provide to the GuaranteeCompany a form W-8, stating that it is a non-U.S., person, together with any additional tax forms which may be required under the Code, as amended after the date hereof, to allow interest payments to be made to it without deduction.
Appears in 1 contract
Samples: Securities Purchase Agreement (Boston Biomedica Inc)
Payment of Additional Amounts. All payments made by the Guarantor under or with respect to the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account If, as a result of any present change in applicable law, regulation or future Taxestreaty, unless or in any official application or interpretation thereof after the Guarantor date of this Agreement or, if later, the date a bank becomes a Bank hereunder, the Company is required to withhold or deduct Taxes by law or by regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the interpretation United States of America, any possession or administration thereof. If territory of the Guarantor is so required United States of America (including the Commonwealth of Puerto Rico) or any area subject to withhold or deduct any amount for or on account the jurisdiction of Taxes the United States of America ("U.S. Taxes") from any payment made under or with respect payments to the Notes or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder a Bank in respect of a Beneficial Owner (including Additional Amounts) after such withholding Loans then or deduction will not be less than thereafter outstanding, or other amounts owing hereunder, the amount payable by the Holder would have received in respect Company will be increased to the amount which, after deduction from such increased amount of such Beneficial Owner if such all U.S. Taxes had not been required to be withheld or deducted; provided that no Additional Amounts deducted therefrom, will yield the amount required under this Agreement to be payable with respect thereto; provided that the Company shall not be required to pay any additional amount pursuant to this subsection (c) to any Bank that (i) is not, on the date this Agreement is executed by such Bank or, if later, the date such Bank became a Bank hereunder, either (x) entitled to submit Form W-8 BEN relating to such Bank and entitling it to a payment made complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans, Form W-8 BEN relating to all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans or Form W-8 BEN relating to such Bank and entitling it to a Holder complete exemption from withholding on all amounts to be received by such Bank, including fees, pursuant to this Agreement and the Loans (or, in respect any such case, such successor forms as shall be adopted from time to time by the Internal Revenue Service), or (y) a U.S. person (as such term is defined in Section 7701(a)(30) of a Beneficial Owner the Code), or (each, an “Excluded Holder” for purposes ii) has failed to submit any form or certificate that it was required to file pursuant to subsection (a) of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment11.18 and entitled to file under applicable law, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) is no longer entitled to submit Form W-8 BEN or Form W-8 ECI as a result of any change in circumstances other than a change in applicable law, regulation or treaty or in any official application or the account of any Bank pursuant to this subsection (c), then such Bank will agree to use reasonable efforts to change the jurisdiction of its applicable lending office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Bank, is subject not otherwise disadvantageous to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, Bank. Within thirty (iv30) if the Notes are presented for payment more than 15 days after the date on which Company's payment of any such payment or such Notes became due and payable or U.S. Taxes, the date on which payment thereof is duly provided for, whichever is later (except Company shall deliver to the extent that Agent, for the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day account of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a HolderBank(s), the Guarantor will furnish, as soon as reasonably practicable, to such Holder originals or certified copies of official tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect thereof or other evidence of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit payment reasonably satisfactory to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment dateAgent. The obligations of the Guarantor Company under this Section 704 subsection (c) shall survive the discharge payment in full of the Loans and the termination of the Commitments. If any Bank or the Agent determines it has received or been granted a refund, credit against, relief or remission for, or repayment of, any taxes paid or payable by it because of any U.S. Taxes paid by the Company and evidenced by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to the retention of the amount of such refund, credit, relief, remission or repayment, pay to the Company such amount as such Bank or Agent determines is attributable to such deduction or withholding and which will leave such Bank or Agent (after such payment) in no better or worse position than it would have been in if the Company had not been required to make such deduction or withholding. Nothing in this Supplemental Indenture Agreement shall interfere with the right of each Bank and the payment of all amounts under Agent to arrange its tax affairs in whatever manner it deems fit nor oblige any Bank or the Agent to disclose any information relating to its tax affairs or any computations in connection with respect to the Guaranteesuch taxes.
Appears in 1 contract
Samples: Unsecured Credit Agreement (Empire District Electric Co)
Payment of Additional Amounts. 10.7.1 All payments made by in respect of the Guarantor under or with respect to the Notes or the Guarantee will Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands, Brazil or any Successor Jurisdiction or any authority therein or thereof having power to tax (“Foreign Taxes”), except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, unless the Guarantor is required to withhold Company or deduct Taxes by law the Guarantor, as the case may be, shall make such deduction or by withholding, make payment of the interpretation or administration thereof. If the Guarantor is amount so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect withheld to the Notes or the Guarantee, the Guarantor will appropriate governmental authority and pay such additional amounts (“Additional Amounts”) as interest such Additional Amounts as may be are necessary so to ensure that the net amount amounts received by each Holder in respect the Holders of a Beneficial Owner (including Additional Amounts) Securities after such withholding or deduction will not be less than equals the amount the Holder respective amounts of principal, premium and interest which would have received been receivable in respect of such Beneficial Owner if Securities had no such withholding or deduction (including for any Foreign Taxes had not payable in respect of Additional Amounts) been withheld or deducted; provided required, except that no such Additional Amounts will shall be payable with respect to any payment on a payment made Security:
(i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes Security by reason of its being connected with Canada (A) a connection between the Holder and the Cayman Islands, Brazil or any province or territory thereof otherwise such Successor Jurisdiction other than by the acquisition or mere holding of Notes or such Security and the receipt of payments thereunder, (iii) which is subject with respect to such Taxes Security or (B) failure by reason of its failure the Holder to comply with any certification, identification, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by lawthe Cayman Islands, regulationBrazil or such Successor Jurisdiction, administrative practice or an applicable treaty any political subdivision or authority thereof or therein having power to tax as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days’ notice that Holders will be required to provide such Taxescertification, identification or other requirement;
(ivii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Security surrendered (if the Notes are presented for payment surrender is required) more than 15 30 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided forfor and notice thereof given to Holders, whichever is later (occurs later, except to the extent that the Holder of such Security would have been entitled to such Additional Amounts had the Notes been presented on surrender of such Security for payment on the last day of such 1530-day period;
(iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Security;
(iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on any series of Securities or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor;
(v) to the extent that where such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual and is required to be made pursuant to any European Union Directive 2003/48/EC on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also directive; or
(ivi) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure combination of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guaranteeabove.
Appears in 1 contract
Samples: Indenture (Vale Overseas LTD)
Payment of Additional Amounts. All (a) Any and all payments made by the Guarantor Company hereunder or under or with respect the Convertible Note to the Notes or the Guarantee will Purchaser and each “qualified assignee” thereof shall be made free and clear of and without deduction or withholding or deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes”) unless such Taxes are required by law or the administration thereof to be deducted or withheld. If the Company shall be required by law or the administration thereof to deduct or withhold any Taxes from or in respect of any sum payable under the Convertible Note (i) the holders of the Convertible Note subject to such Taxes shall have the right, unless but not the Guarantor obligation, for a period of thirty (30) days commencing upon the day it shall have received written notice from the Company that it is required to withhold Taxes to transfer all or deduct Taxes by law or by any portion of the interpretation or administration thereof. If the Guarantor is so required Convertible Note to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect a qualified assignee to the Notes extent such transfer can be effected in accordance with the other provisions of this Agreement and applicable law; (ii) the Company shall make such deductions or withholdings; (iii) the Guarantee, the Guarantor will pay as interest such Additional Amounts sum payable shall be increased as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner after making all required deductions or withholdings (including Additional Amountsdeductions or withholdings applicable to additional amounts paid under this Section 3.5) after such withholding or deduction will not be less than Purchaser receives an amount equal to the amount the Holder sum it would have received in respect of if no such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, had been made; and (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit Company shall forthwith pay the full amount deducted or withheld to the relevant taxation or other authority in accordance with applicable lawapplicable. Upon the written request A “qualified assignee” of a Holder, Purchaser is a Person that is organized under the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount laws of (i) the United States or (II) any jurisdiction other than the United States or any political subdivision thereof and that (y) represents and warrants to the Company that payments of the Company to such assignee under the laws in existence on the date of this Agreement would not be subject to any Taxes so levied and (z) from time to time, as and when requested by the Company, executes and delivers to the Company and the Internal Revenue Service forms, and provides the Company with any information necessary to establish such assignee’s continued exemption from Taxes under applicable law.
(b) The Company shall forthwith pay any present or imposed future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (all such taxes, charges and paid by such Holder levies hereinafter referred to as “Other Taxes”) which arise from any payment made under any of the Transaction Agreements or from the execution, delivery or registration of, or otherwise with respect to, this Agreement other than Taxes payable solely as a result of the transfer from Purchaser to a Person of any failure of the Guarantor to withholdSecurity.
(c) The Company shall indemnify Purchaser, deduct or remit to the relevant tax authorityqualified assignee, on a timely basis, for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts required payable under applicable law; this Section 3.5) paid by Purchaser, or qualified assignee, and any liability (iiincluding penalties, interest and expenses) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date Purchaser or assignee makes written demand therefor. A certificate as to the Guarantee amount of such Taxes or Other Taxes submitted to the Company by Purchaser or assignee shall be conclusive evidence of the Guarantor is amount due and payable, if from the Guarantor will be obligated to pay Additional Amounts with respect Company to such paymentparty.
(d) Within 30 days after the date of any payment of Taxes, the Guarantor Company will deliver furnish to Purchaser the original or a certified copy of a receipt evidencing payment thereof.
(e) Purchaser shall provide to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payableCompany a form W-8, stating that it is a non-U.S. person, together with any additional tax forms which may be required under the amounts so payable and will set forth such other information necessary to enable Code, as amended after the Trustee, on behalf of the Guarantordate hereof, to pay such Additional Amounts allow interest payments to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect be made to the Guaranteeit without deduction.
Appears in 1 contract
Samples: Securities Purchase Agreement (Liberty Star Uranium & Metals Corp.)
Payment of Additional Amounts. All payments (a) If any successor Person to the Company pursuant to Section 5.1(a) is not an entity organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, and any Taxes imposed by (i) the jurisdiction of organization of such successor Person, (ii) any other jurisdiction in which such successor Person is otherwise resident or doing business for tax purposes or (iii) any jurisdiction from or through which payment is made by in respect of the Guarantor under or Notes (including with respect to payments made pursuant to the Subsidiary Guarantees) or, in each case, any political subdivision or governmental authority thereof (each a “Relevant Taxing Jurisdiction”), are required by applicable law to be deducted or withheld from any payment required to be made in respect of the Notes (including with respect to payments made pursuant to the Subsidiary Guarantees) or otherwise under the Guarantee will Indenture, then such Taxes shall be made free deducted or withheld as required and clear the amount of and without such payment shall be increased by such additional amounts as may be necessary for such payment to be made, after withholding or deduction for or on account of any present or future such Taxes, unless in an amount equal to the Guarantor is required to withhold or deduct Taxes by law or amount that would have been received by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantee, the Guarantor will pay as interest such Additional Amounts as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amountsapplicable recipient(s) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if payment had no such Taxes had not (including any such Taxes payable in respect of such additional amounts) been required to be so deducted or withheld or deducted; provided that (any such amounts, “Additional Amounts”). Notwithstanding the preceding sentence, however, no such Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) of:
(i) with which any Taxes imposed by Canada or any province or territory thereof that would not have been imposed but for the Company does Holder or beneficial owner of the Notes not deal dealing at arm’s length with such successor Person or any Subsidiary Guarantor (within the meaning for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, ;
(ii) which is subject to such any Taxes by reason that would not have been imposed but for the existence of its any present or former connection between the Holder or beneficial owner of the Notes and the Relevant Taxing Jurisdiction (including being connected with Canada a citizen or any province resident or territory thereof otherwise national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the acquisition or mere holding of the Notes or enforcement of rights thereunder or the receipt of payments thereunder, in respect thereof;
(iii) which is subject to such any Taxes by reason that would not have been imposed but for the failure of its failure the Holder or beneficial owner of the Notes to comply with any certification, identification, information, documentation or other reporting requirements if requirement to the extent (a) such compliance is required by law, regulation, administrative practice or an applicable treaty law as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, and (ivb) if the Notes are presented for payment more than 15 at least 30 days after before the date on which such compliance is required, the Holders have been notified in writing of such requirement;
(iv) any Taxes that would not have been imposed if the presentation of Notes (where presentation is required) for payment or had occurred within 30 days after the date such Notes became payment was due and payable or the date on which payment thereof is was duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of during such 1530-day period) or );
(v) any Taxes that are required to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual be made pursuant to European Union Council Directive 2003/48/EC or any other Directive on the taxation of savings implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting of 26 and 27 November 2000 or any law implementing or complying with, or introduced in order to conform to, any such Directive. The Guarantor will also ;
(i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (ivi) any such estate, inheritance, gift, personal property, sales, use, excise, transfer or other similar Taxes; or
(vii) any Taxes so levied or imposed and paid by such Holder as a result of any failure pursuant to Sections 1471 through 1474 of the Guarantor Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to withholdSection 1471(b) of the Code or any legislation, deduct rules or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect practices adopted pursuant to any reimbursement under intergovernmental agreement entered into in connection with the foregoing clause (i)implementation of such sections of the Code. In addition, so that Additional Amounts will not be payable if the net amount received by beneficial owner of the Notes had been the Holder of the Notes and such Holder in respect of a Beneficial Owner after such reimbursement beneficial owner would not be less than entitled to the net payment of Additional Amounts by reason of clauses (1) through (7) above.
(b) Whenever in this Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which the Notes or of principal, interest or of any payment other amount payable under or with respect to the Guarantee any of the Guarantor is due and payableNotes, if the Guarantor will such mention shall be obligated deemed to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf include mention of the Guarantor, to pay such payment of Additional Amounts to Holders on the payment date. extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(c) The obligations of the Guarantor under this Section 704 4.8 shall survive the termination or discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeIndenture.
Appears in 1 contract
Samples: Indenture (Verisign Inc/Ca)
Payment of Additional Amounts. All payments made by the Issuer, UtiliCorp, and any other Guarantor under or with respect to the Notes or Securities and the Guarantee Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future Taxestaxes, duties, levies, imposts, assessments or governmental charges of whatever nature ("TAXES"), imposed or levied by or on behalf of any laws or regulations of Canada or any political subdivision or taxing authority thereof or therein having the power to tax (a "TAXING AUTHORITY"), unless the Guarantor Issuer, UtiliCorp or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If In the event that the Issuer, UtiliCorp or such Guarantor is so required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Notes Securities or the GuaranteeGuarantees, as the case may be, the Guarantor Issuer, UtiliCorp or such Guarantor, as the case may be, will pay as interest such Additional Amounts additional amounts (the "ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner Securities (including Additional Amounts) after such withholding or deduction will not be less than equal the amount the that such Holder would have received in respect of such Beneficial Owner if such Taxes had not been required to be withheld or deducted; provided PROVIDED that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except Securities to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guarantee.extent: 62
Appears in 1 contract
Samples: Indenture (Utilicorp United Inc)
Payment of Additional Amounts. (a) All payments made amounts paid or credited by the Guarantor Company under or with respect to the Notes Notes, or the by any Guarantor in respect of its Guarantee will shall be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless the Company or such Guarantor is required to withhold or deduct any amount for or on account of Taxes by law or by the interpretation or administration thereofof law. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made amount paid or credited under or with respect to the Notes or the GuaranteeGuarantees, the Company or such Guarantor will shall pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will (including any withholding or deduction in respect of Additional Amounts) shall not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided PROVIDED that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “"Excluded Holder” for purposes of this Section 704") (i1) with which whom the Company or such Guarantor does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii2) which who is subject to such the Taxes in question by reason of its being connected with Canada or any province or territory thereof the jurisdiction imposing such Taxes otherwise than by the mere acquisition or mere holding of the Notes or the receipt of payments thereunder or the enforcement of its rights thereunder, or (iii3) which who is subject to such Taxes by reason of its failure because the Holder is or is deemed to comply with any certification, identification, documentation be resident in Canada or other reporting requirements if compliance uses or holds or is required by law, regulation, administrative practice deemed or an applicable treaty as a pre-condition considered to exemption from, use or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if hold the Notes are presented in carrying on business in Canada for payment more than 15 days after purposes of the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later Income Tax Act (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such DirectiveCanada). The Guarantor Company and any Guarantors will also (ia) make such withholding or deduction and (iib) remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required under applicable law. Upon The Company and any Guarantors shall furnish to the written request Holders (other than Excluded Holders) of a HolderNotes that are outstanding on the date of the withholding or deduction, within 30 days after the Guarantor will furnishdate of the payment of any Taxes due under applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Company or such Guarantor. 108
(b) The Guarantor will indemnify Company and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) andany Guarantors shall, upon written request of any Holder (other than an Excluded Holder) ), reimburse each such Holder Holder, for the amount of (i1) any such Taxes so required to be withheld or deducted which are levied or imposed on and paid by such Holder or the beneficial owner of the Notes as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authority, on a timely basis, Notes or the full amounts required under applicable lawGuarantees and reasonable expenses related thereto; and (ii2) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), 1) so that the net amount received by such Holder in respect of a Beneficial Owner or beneficial owner after such reimbursement would will not be less than the net amount such the Holder or beneficial owner would have received if Taxes described in respect subclauses (1) and (2) of such Beneficial Owner if this paragraph had not been imposed, but excluding any such Taxes on such reimbursement had not been imposed. Holder's or beneficial owner's net income generally.
(c) At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes is due and payable, if the Company or any Guarantor will shall be obligated to pay Additional Amounts with respect to such payment, the Company or such Guarantor will shall deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will shall be payable, stating payable and specifying the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts there is mentioned, in any context, principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(d) The Company or any Guarantor shall pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery or registration of, or enforcement of rights under the Notes, this Indenture or any related document.
Appears in 1 contract
Samples: Indenture (Norske Skog Canada LTD)
Payment of Additional Amounts. All payments made by the Guarantor Issuer under or with respect to the Notes or the any Guarantor with respect to its Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes, unless required under the Guarantor is required to withhold or deduct Taxes by law laws of any Taxing Jurisdiction or by the interpretation or administration thereof. If the Issuer or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the a Guarantee, the Issuer or such Guarantor will shall pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including any deduction or withholding in respect of Additional Amounts) will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect (to the extent any of a Beneficial Owner (eachthe following exceptions apply, an “Excluded Holder” for purposes of this Section 704”) (i) with which the Company Issuer or such Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which that is subject to such the Taxes at issue by reason of its being connected with Canada or any province or territory thereof the relevant Taxing Jurisdiction otherwise than by the acquisition mere acquisition, holding or mere holding disposition of such Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with that presents any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented Note for payment of principal more than 15 60 days after the date on which such payment or such Notes became due and payable or later of (x) the date on which payment thereof is duly provided forfirst became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, whichever is later (the date on which, the full amount payable having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the such Holder would have been entitled to such Additional Amounts had the Notes been presented on presenting such Note for payment on the last day of such 15the applicable 60-day period, (iv) that failed duly and timely to comply with a timely request of the Issuer to provide information, documents or (v) other evidence concerning such Holder’s nationality, residence, entitlement to treaty benefits, identity or connection with the relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such withholding request would have reduced or eliminated any Taxes as to which Additional Amounts would have otherwise been payable to such Holder but for this clause (iv), (v) on account of any estate, inheritance, gift, sales, transfer or any Tax similar to any of the foregoing Taxes, other than Documentary Taxes (as defined below), (vi) that is imposed a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that any beneficiary or settlor of such fiduciary, any partner in such partnership or the beneficial owner of such payment (as the case may be) would not have been entitled to a Holder receive Additional Amounts with respect to such payment if such beneficiary, settlor, partner or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on beneficial owner had been the taxation holder of savings or any law implementing or complying withsuch Note, or introduced in order to conform to, such Directive(vii) any combination of the foregoing numbered clauses of this proviso. The Guarantor Issuer and the Guarantors will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Issuer and the written request Guarantors will furnish to the Trustee, within 30 days after the date of a Holderthe payment of any Taxes due pursuant to applicable law, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Issuer or any such Guarantor in such form as is provided in the normal course by the Taxing Authority imposing such Taxes and as is reasonably available to the Issuer or any such Guarantor, as the case may be. The Guarantor will Trustee shall make such evidence available upon the written request of any Holder that are outstanding on the date of any such withholding or deduction. The Issuer and the Guarantors shall indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and the Trustee and, upon written request of any Holder (other than an Excluded Holder) or the Trustee, reimburse such Holder or the Trustee, as the case may be, for the amount of (i) any such Taxes so levied or imposed on and paid by such Holder or the Trustee, as the case may be, as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authority, on a timely basis, the full amounts required Notes held by such Holder (including payments under applicable lawthis clause (i)); and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner or the Trustee, as the case may be, after such reimbursement would will not be less than the net amount such Holder or the Trustee, as the case may be, would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes is due and payable, if the Issuer or any Guarantor will shall be obligated to pay Additional Amounts with respect to such payment, the Issuer or such Guarantor will shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating payable and specifying the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts there is mentioned, in any context, principal, premium, if any, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuer or a Guarantor shall pay any present or future stamp, court, documentary or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery or registration of, or enforcement of rights under, this Indenture or any related documents, other than any such Taxes, charges or levies (i) that are imposed by reason of the holder being connected with such Taxing Jurisdiction otherwise than by the mere acquisition, holding or disposition of the Notes or the receipt of payments thereunder, or (ii) that are imposed with respect to a transfer of Notes by a holder (“Documentary Taxes”). The obligation to pay Additional Amounts and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of this Indenture.
Appears in 1 contract
Samples: Indenture (Canwest Media Inc)
Payment of Additional Amounts. (a) All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee Debt Securities of each series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the GuaranteeDebt Securities of any series, the Guarantor Company will pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner the Debt Securities of such series (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder of the Debt Securities of such series would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner the Debt Securities of such series (each, an “"Excluded Holder” for purposes of this Section 704") (i) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes Debt Securities of such series or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will furnish to the written request Holders of a Holderthe Debt Securities of such series, within 30 days after the Guarantor will furnishdate the payment of any Taxes is due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner the Debt Securities of such series (other than an Excluded Holder) and, and upon written request of any Holder (other than an Excluded Holder) reimburse each such Holder of the Debt Securities of such series for the amount of (i) any such Taxes so levied or imposed and paid by such Holder of the Debt Securities of such series as a result of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authorityDebt Securities of such series, on a timely basis, the full amounts required under applicable law; and (ii) any such liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes so levied or imposed with 56 respect to any reimbursement under the foregoing clause (i) or (ii), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if but excluding any such Taxes on such reimbursement had not been imposed. Holder's net income.
(b) At least 30 days prior to each date on which any payment under or with respect to the Guarantee Debt Securities of the Guarantor any series is due and payable, if the Guarantor Company will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Company will deliver to the Trustee an and Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to Holders of the Debt Securities of such series on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to any Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context. Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).
(c) The obligations of the Guarantor Company under this Section 704 shall survive the discharge and termination of this Supplemental the Indenture and the payment of all amounts under or with respect to the GuaranteeDebt Securities of each series.
Appears in 1 contract
Samples: Indenture (Methanex Corp)
Payment of Additional Amounts.
(a) All payments made by the Guarantor under Corporation in respect of the Debentures (including the conversion thereof and including the issuance of Freely Tradeable Shares issuable pursuant to Section 2.3(c) for interest payments or with respect to the Notes or the Guarantee otherwise) will be made free and clear of of, and without withholding or deduction for or on account of any present Taxes imposed, levied, collected, withheld or future Taxesassessed by or on behalf of any Taxing Jurisdiction, unless the Guarantor such withholding or deduction is so required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant Governmental Authority. If the Guarantor any such withholding or deduction is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guaranteerequired, the Guarantor Corporation will pay as interest such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amount received by each Holder in respect holder of a Beneficial Owner (including Additional Amounts) Debentures after such withholding or deduction (including any withholding or deduction required to be made in respect of Additional Amounts) will not be less than the amount the Holder holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted. If any such withholding or deduction is not so required, or if required, is not made, and a holder of a Debenture who is a non-resident of Canada for purposes of the Tax Act is required to pay directly any Taxes imposed, levied, collected or assessed by or on behalf of any Taxing Jurisdiction, then, upon written request of such holder and provided that reasonable supporting documentation is provided, the Corporation will pay such additional amounts (the term “Additional Amounts” shall also include any such additional amounts) as may be necessary so that the net amount received by each such holder of Debentures after payment of such Taxes (including any Taxes required to be paid in respect of such Additional Amounts) will not be less than the amount the holder would have received if such Taxes had not been imposed, levied, collected or assessed; provided that no Additional Amounts will be payable with respect to a payment made to a Holder Debentureholder for or in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) of:
(i) Taxes that would not have been imposed:
(A) but for the existence of any present or former connection between the holder or Beneficial Owner of Debentures and the jurisdiction imposing such tax (including without limitation, by virtue of the holder or Beneficial Owner carrying on a business or having a place of business in such jurisdiction), other than merely holding or ownership of such Debenture; or
(B) if the Debentures are held in definitive registered form (“Definitive Registered Debentures”) and the presentation of Definitive Registered Debentures (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was provided for, whichever is later, except for Additional Amounts with which respect to Taxes that would have been imposed had the Company does holder presented the Debenture for payment within such 30-day period; or
(C) but for the holder or Beneficial Owner not deal dealing at arm’s length (length, within the meaning of the Income Tax Act (Canada)) Act, with the Corporation at the relevant time (other than merely as a result of making such payment, purchasing and holding a Debenture);
(ii) which is subject to such Taxes any estate, inheritance, gift, sales, transfer, personal property or similar Tax; or
(iii) any Taxes, deduction or withholding imposed by reason of its being connected with Canada the failure of the holder or any province or territory thereof otherwise than by the acquisition or mere holding Beneficial Owner of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure a Debenture to comply with any certification, identification, documentation information or other reporting requirements if such compliance is required or imposed by lawa statute, regulation, treaty or regulation or administrative practice or an applicable treaty of the relevant Taxing Jurisdiction as a pre-condition precondition to exemption from, from or a reduction in the rate all or part of deduction or withholding of, such Taxes, deduction or withholding.
(ivb) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that If any such withholding or deduction is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on so required, the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Corporation will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Corporation will make reasonable efforts to obtain certified copies of tax receipts evidencing the written request payment of a Holderany Taxes so deducted or withheld from the relevant taxing authority. The Corporation will furnish to the holders of the Debentures, within 60 days after the Guarantor will furnishdate the payment of any Taxes so deducted or withheld is due pursuant to applicable law or the interpretation or administration thereof, as soon as reasonably practicable, to such Holder either certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (or, if such receipts are not obtainable, other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect evidence of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. payments.
(c) At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Debentures is due and payable, if the Guarantor Corporation will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Corporation will deliver to the Trustee an Officers’ Officer’s Certificate stating the fact that such Additional Amounts will be payable, stating payable and the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, paying agent to pay such Additional Amounts to Holders the holders on the payment date. The obligations of the Guarantor under Whenever in this Section 704 shall survive the discharge and termination of this Supplemental Indenture and there is mentioned, in any context, the payment of all amounts based upon the principal of, premium, if any, interest or any other amount payable under or with respect to any Debenture, such mention will be deemed to include mention of the Guaranteepayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
(d) The Corporation will pay any stamp, issue, registration, documentary, value added or other similar Taxes and other duties (including interest and penalties) payable in Canada (or any political subdivision or taxing authority thereof), in respect of the creation, issue, offering, execution or enforcement of the Debentures, or any documentation with respect thereto.
(e) Notwithstanding anything in this Indenture to the contrary, the covenants and provisions of this 2.11 shall survive any termination or discharge of this Indenture, and the repayment or conversion of all or any of the Debentures, and shall remain in full force and effect.
(f) If the Corporation fails to make any payment required by this 2.11, the Trustee shall in no circumstances have any responsibility, duty, or be required, to make any such payment.
(g) In accordance with this Indenture, the Corporation will be entitled to cause the Trustee to deduct and withhold any applicable Taxes or similar charges (including interest, penalties or similar amounts in respect thereof) imposed or levied by or on behalf of any government including the Canadian government, or of any province or territory thereof, or any authority or agency therein or thereof, having power to tax, from any payment to be made on or in connection with the Debentures (including, for greater certainty, the issuance of Freely Tradeable Shares upon any conversion of Debentures and in respect of an Interest Obligation), provided that the Corporation forthwith remits or causes the Trustee to remit such withheld amount to such government, authority or agency and files all required forms in respect thereof and, at the same time, provides copies of such remittance and filing to the Trustee and the relevant holder of Debentures, the amount of any such deduction or withholding will be considered an amount paid in satisfaction of the Corporation’s obligations under the Debentures. However, the Company shall satisfy all of its obligations pursuant to Section 2.11(a) to gross-up amounts paid to a holder in respect of such deductions or withholdings. The Trustee when acting as paying agent shall itself make such remittances, deductions and filings directly to the governmental authorities and shall act as the agent of the Corporation. The Corporation shall provide tax advice/opinion and directions to the Trustee concerning its obligations to make such deductions, remittances and tax filings and the Trustee may rely on such tax advice/opinion and directions and to be indemnified for such reliance.
(h) The Trustee shall have no obligation to verify any payments or any provision of federal, provincial, state, local or foreign tax law. The Trustee shall at all times be indemnified and held harmless by the Corporation from and against any liabilities the Trustee incurred in connection with the failure of the Corporation or its agents, to report, remit or withhold taxes as required by any provision of federal, provincial, state, local or foreign tax law, or otherwise failing to comply with any provision of federal, provincial, state, local or foreign tax law. This indemnification shall survive the resignation or removal of any person acting as the Trustee and the termination of this Indenture solely to the extent that such liabilities have been incurred in connection with taxation years occurring during the term of this Indenture.
Appears in 1 contract
Samples: Trust Indenture
Payment of Additional Amounts. All payments made of principal, premium (if any) or interest (if any) by the Guarantor under or Company with respect to the Notes or the Guarantee Securities will be made free and clear of and without after any deduction or withholding or deduction for or on account of any present or future Taxestaxes, unless the Guarantor is required to withhold duties, assessments or deduct Taxes governmental charges of whatever nature imposed or levied by law or by the interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account behalf of Taxes from the government of the ROC or any payment made under authority thereof or therein having power to tax; provided that with respect to any such deduction or withholding from any such payment the Notes or the Guarantee, the Guarantor Company will pay as interest such Additional Amounts as may be necessary so that will result in the net amount received receipt by each Holder the Holders of the amounts which would have been receivable in respect the absence of a Beneficial Owner (including Additional Amounts) after any such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided deduction, except that no Additional Amounts will shall be payable with respect to a payment made any Securities:
(i) to a Holder in respect (or to a third party on behalf of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704) (i) with which the Company does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which who is subject to such Taxes Additional Amounts with respect to such Securities by reason of its his being connected with Canada or any province or territory thereof the ROC otherwise than by the acquisition merely holding such Securities or mere holding of Notes or by the receipt of payments thereunderprincipal, premium (iiiif any) which is subject or interest (if any) with respect to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, Securities; or
(ivii) if the Notes are presented for payment more than 15 30 days after the relevant date on which such payment or such Notes became due and payable or (as defined in the date on which payment thereof is duly provided for, whichever is later (form of Security hereinbefore set forth) except to the extent that the Holder thereof would have been entitled to such Additional Amounts had Amount on presenting the Notes been presented same for payment on the last day of such 1530-day period. References to principal, premium (if any) or interest (vif any) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of a Holder, the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result of any failure of the Guarantor to withhold, deduct or remit to the relevant tax authority, on a timely basis, the full amounts required under applicable law; and (ii) any such Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will Securities shall be obligated deemed also to pay refer to any Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will which may be payable, stating the amounts so payable and will as set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the Guaranteeabove.
Appears in 1 contract
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter "Taxes"), unless the Guarantor Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or and the GuaranteeNotes are not redeemed in accordance with the provisions of Section 208 of this Fourth Supplemental Indenture, the Guarantor Company will pay as interest such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by each Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “"Excluded Holder” for purposes of this Section 704") (i) with which the Company does not deal at arm’s 's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Taxes by reason of its failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, (iv) if the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented on the last day of such 15-day period) or (v) to the extent that such withholding is imposed on a payment to a Holder or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon The Company will furnish to the written request Holders of a Holderthe Notes, within 30 days after the Guarantor will furnishdate the payment of any Taxes is due pursuant to applicable law, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment by the GuarantorCompany. The Guarantor Company will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) request, will reimburse each such Holder for the amount of (i) any such Taxes so levied or imposed which have not been withheld or deducted and remitted by the Company in accordance with applicable law and which have been paid by such Holder as a result in respect of any failure of the Guarantor to withhold, deduct payments made under or remit with respect to the relevant tax authorityNotes, on a timely basis, the full amounts required under applicable law; and (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto or from the failure to make such payment and (iii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i)) or (ii) above, so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if but excluding any such Taxes on such reimbursement had not been imposedHolder's net income. At least 30 days prior to each date on which any payment under or with respect to the Guarantee of the Guarantor Notes is due and payable, if the Guarantor Company will be obligated to pay Additional Amounts with respect to such payment, the Guarantor Company will deliver to the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, stating payable and the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, Trustee to pay such Additional Amounts to Holders (other than an Excluded Holder) on the payment date. Whenever in the Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Purchase Price, interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 210 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 210 and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable). The obligations of the Guarantor Company under this Section 704 210 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under or with respect to the GuaranteeNotes.
Appears in 1 contract
Payment of Additional Amounts. All payments made by the Guarantor Company under or with respect to the Notes or the Guarantee this Note will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other government charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (“Canadian Taxes”), unless the Guarantor Company is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Guarantor Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Notes or the Guaranteethis Note as described above, the Guarantor Company will pay as additional interest such additional amounts (“Additional Amounts as may be Amounts”) necessary so that the net amount received by each the Holder in respect of a Beneficial Owner (including Additional Amounts) after such withholding or deduction (including with respect to Additional Amounts) will not be less than the amount the Holder would have received in respect of such Beneficial Owner if such Canadian Taxes had not been withheld or deducteddeducted (a similar payment will also be made to the Holder (unless it constitutes an Excluded Holder (as defined below)) that are exempt from withholding but are required to pay tax directly on amounts otherwise subject to withholding); provided that no Additional Amounts will be payable with respect to a payment made to a Holder in respect of a Beneficial Owner (each, an “Excluded Holder” for purposes of this Section 704”) (i) in the case of a Holder, other than Pxxxxx Dodge or any Affiliate thereof, with which the Company does not deal at arm’s length (within the meaning for purposes of the Income Tax Act (Canada)Act) at the time of the making of such payment, (ii) which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the acquisition or mere holding of Notes or the receipt of payments thereunder, (iii) which is subject to such Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirements requirement with which such Holder is legally entitled to comply if compliance is required by law, regulation, administrative practice or an applicable treaty as a pre-condition precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes, Canadian Taxes or (iviii) if which is subject to such Canadian Taxes by reason of its carrying on business in or otherwise being connected with Canada or any province or territory thereof otherwise than by the Notes are presented for payment more than 15 days after the date on which such payment or such Notes became due and payable mere holding of this Note or the date on which receipt of payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to such hereunder. Additional Amounts had will be paid in cash, as applicable, at the Notes been presented Stated Maturity, on the last day of such 15-day period) or (v) to the extent that such withholding is imposed any Redemption Date, on a payment to a Holder Conversion Date, on any Change in Control Purchase Date or Beneficial Owner who is an individual pursuant to European Union Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directivequarterly Interest Payment Date. The Guarantor Company will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. Upon The Company will pay all taxes, interest and other liabilities of the written request of a Holder, Company and the Guarantor will furnish, as soon as reasonably practicable, to such Holder certified copies of tax receipts evidencing such payment which arise by the Guarantor. The Guarantor will indemnify and hold harmless each Holder in respect of a Beneficial Owner (other than an Excluded Holder) and, upon written request of any Holder (other than an Excluded Holder) reimburse such Holder for the amount of (i) any such Taxes so levied or imposed and paid by such Holder as a result virtue of any failure of the Guarantor Company to withhold, deduct or and remit to the relevant tax authority, authority on a timely basis, basis the full amounts required under in accordance with applicable law; and (ii) any such Taxes so levied or imposed with respect . The Company will furnish to any reimbursement under the foregoing clause (i)Holder, so that the net amount received by such Holder in respect of a Beneficial Owner after such reimbursement would not be less than the net amount such Holder would have received in respect of such Beneficial Owner if such Taxes on such reimbursement had not been imposed. At least within 30 days prior to each after the date on which any payment under or with respect to the Guarantee of the Guarantor is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, stating the amounts so payable and will set forth such other information necessary to enable the Trustee, on behalf of the Guarantor, to pay such Additional Amounts to Holders on the payment date. The obligations of the Guarantor under this Section 704 shall survive the discharge and termination of this Supplemental Indenture and the payment of all amounts under any Canadian Taxes is due pursuant to applicable law, evidence of such payment by the Company. For greater certainty, this Section 4 does not apply to any payments made on Common Shares (or with respect other securities) issued on conversion or Stated Maturity but does apply to any payments made on this Note in the Guaranteeform of Common Shares and upon deliveries of Common Shares upon a conversion of this Note or at Stated Maturity.
Appears in 1 contract
Samples: Note Purchase Agreement (Inco LTD)
