Common use of Payments of Additional Amounts Clause in Contracts

Payments of Additional Amounts. (a) All payments made by the Issuer under, or with respect, to the Notes 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 the government of the Kingdom of Belgium, 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 is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later), (ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge, (iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such 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 actual holder of such Note; or (iii) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. (d) If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) any other amount payable on or with respect to any of the Notes, that reference shall be deemed to include 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. (f) The Issuer will 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, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 2 contracts

Samples: Indenture (Delhaize Group), Indenture (Delhaize Group)

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Payments of Additional Amounts. (a) All payments made in respect of the Preferred Securities by the Issuer under, or with respect, to the Notes Company shall be made free and clear 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) (collectively, “Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium, 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 is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a “Relevant Taxing Jurisdiction”)Tax, unless the Issuer withholding or deduction of such Relevant Tax is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Noteslaw. In that event, the Issuer Company shall pay pay, as further dividends, such additional amounts (“Additional Amounts”) as may be necessary so in order that the net amount amounts received by the Holders and beneficial owners of the Notes (including Additional Amounts) Preferred Securityholders after such withholding or deduction will not be less than equal the amount the Holders and beneficial owners which would have been received in respect of the Notes would have received if Preferred Securities in the absence of such Taxes had not been withheld withholding or deducted; provideddeduction (the "Additional Amounts"), however, except that the foregoing obligation to pay no Additional Amounts does not apply to: are payable to a Preferred Securityholder (or to a third party on such Preferred Securityholder's behalf) with respect to any Preferred Securities (i) any Taxes to the extent that would not have been so such Relevant Tax is imposed but for or levied by virtue of such Preferred Securityholder (aor the beneficial owner of such Preferred Securities) the existence of any present or former connection between the relevant a Holder or beneficial owner of Trust Securities having some connection with the Notes Relevant Jurisdiction, other than being a Preferred Securityholder (or between beneficial owner) of such Preferred Securities or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner of Trust Securities (ii) to the Notesextent that such Relevant Tax is imposed or levied by virtue of such Preferred Securityholder (or beneficial owner) or a beneficial owner of Trust Securities not having made a declaration of non-residence in, or other lack of connection with, the Relevant Jurisdiction or any similar claim for exemption, if the relevant Holder Guarantor or beneficial owner of the Notes is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly its agent has provided for, whichever occurs later), (ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge, (iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of such Preferred Securities or Trust Securities or its nominee with at least 60 days' prior written notice of an opportunity to make such a Note with a request by the Issuer addressed to the Holder declaration or such beneficial owner (A) to provide information concerning the nationalityclaim, residence or identity of the Holder or such beneficial owner or (Biii) to make any declaration where such withholding or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), deduction is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual and is required to be made pursuant to any European Union Council Directive 2003/48/EC regarding on the taxation of savings income implementing the conclusions of the ECOFIN Council meeting of June 3, 2003 or any law implementing or complying with, or introduced in order to conform to or substantially similar to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such 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 actual holder of such Note; or (iii) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. (d) If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) any other amount payable on or with respect to any of the Notes, that reference shall be deemed to include 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. (f) The Issuer will 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, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Abn Amro Bank Nv)

Payments of Additional Amounts. (a) All payments Payments made by the Issuer underIssuers, the Guarantor or with respecta Paying Agent, to as applicable, on the 2036 Notes shall or in respect of the Note Guarantee will be made free and clear of, and without withholding or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Issuers, the Guarantor or a Paying Agent is required to withhold or deduct Taxes by law. (b) If any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of the government of the Kingdom of BelgiumJersey, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to taxIreland, or any other jurisdiction in which the Issuer Issuers or the Guarantor is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, or any other jurisdiction from or through which any such payment is made made, or in each case any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned beingeach, a “Relevant Taxing Jurisdiction”), unless the Issuer ) is at any time required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction be made from any payment made under or with respect to the Notes2036 Notes or the Note Guarantee, the Issuer shall Issuers or the Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) on the 2036 Notes or in respect of the Note Guarantee as may be necessary so that the net amount received by the Holders and beneficial owners each Holder of the 2036 Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes Holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply towill be payable with respect to Taxes: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant over, such Holder or beneficial owner, if such Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust partnershiptrust, limited liability company partnership or corporation) and the being considered as having a present or former connection with a Relevant Taxing Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the 2036 Notes, the receipt of any payment under or with respect to the Notes or the Note Guarantee, or the exercise or enforcement of any rights under or with respect to the Notes, the Note Guarantees or the Indenture), including, without limitation, such holder Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled therein or a national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein therein; (ii) that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or beneficial owner, if compliance is required by statute, by regulation of the Relevant Jurisdiction or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such Tax; (biii) payable other than by withholding from payments of principal of or interest on the presentation Notes or from payments in respect of the Note Guarantee; (iv) that would not have been imposed but for a note (where presentation is required) for payment on a date change in law, regulation or administrative or judicial interpretation that becomes effective more than 30 15 days after (x) the date on which such payment became becomes due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),; (iiv) any that are estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge,Taxes; (iiivi) required to be withheld by any Taxes which are payable otherwise than Paying Agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes,at least one other Paying Agent; (ivvii) that would not have been imposed but for the presentation by the Holder of any Taxes 2036 Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later (except to the extent that the Holder would have been entitled to Additional Amounts had the 2036 Note been presented on the last day of such 30-day period); (viii) that are imposed under Sections 1471 through 1474 of the Code as of the Issue Date (or withheld any amended or successor provision that is substantively comparable), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable) or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; (ix) that are U.S. federal income Taxes imposed by reason of the failure to comply by the Holder or the beneficial owner of the Notes (i) being considered as (a) being or having been a Note with controlled foreign corporation for U.S. federal income tax purposes or a request by corporation that has accumulated earnings to avoid U.S. federal income tax; (b) being or having been a “10-percent shareholder” of an Issuer as defined in section 871(h)(3) or 881(c)(3) of the Issuer addressed Code (or any amended or successor provision); or (c) being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the Holder ordinary course of its trade or such beneficial owner business or (Aii) failing to provide information concerning the nationality, residence or identity of the Holder or an applicable IRS Form W-8 certifying as to such beneficial owner or person’s non-U.S. status; or (Bx) 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or (vii) any combination of items clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to ix); nor shall Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) be paid with respect to any payment of the principal of (or premiuminterest, if any, on) on any 2036 Note or interest on such any payment in respect of a Note Guarantee to any such Holder or beneficial owner who is a fiduciary or a partnership or any Person other than that is not the sole beneficial owner of such payment, payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such a partnership or the beneficial owner of such payment would not have been entitled to the such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the actual holder Holder of such the 2036 Note; or. (iiic) if The Issuers, the Note is presented for payments by Guarantor or on behalf of a Holder or beneficial owner who would be able to avoid a the Paying Agent, as applicable, will (i) make any required withholding or deduction deduction, and (ii) remit the full amount deducted or withheld by presenting it to the relevant Note to another paying agent Relevant Jurisdiction in a Member Stateaccordance with applicable law. (d) If All references in the Issuer will be obligated Indenture, other than in Section 2.01(r) of this Tenth Supplemental Indenture and Sections 8.02, 8.03 and 8.06 of the Base Indenture, to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) principal or interest, or (iv) any other amount payable if any, on or with respect to the net proceeds received on the sale or exchange of, any of 2036 Notes or any payment made under the Notes, that reference Note Guarantee shall be deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such that context, Additional Amounts are, were or would be payable in respect thereofpayable. (fe) The Issuer will In addition, the Issuers shall pay any present or future stamp, court or documentary taxes or any other excise or property taxesissue, charges registration, court, documentary, excise, property, or similar levies that arise Taxes (i) imposed by any Relevant Jurisdiction in any jurisdiction from respect of the execution, issuance, delivery, enforcement or registration of the 2036 Notes, this Indenture the Note Guarantee, the Indenture, or any other related document or instrumentinstrument referred to therein, or the receipt of any payments with respect to the 2036 Notes, excluding taxes, charges or similar levies (ii) imposed by any jurisdiction outside in respect of Luxembourgthe enforcement of the 2036 Notes, the Kingdom of BelgiumNote Guarantee, the jurisdiction of incorporation of any successor of the Issuer Indenture, or any jurisdiction in which a paying agent is located, and the Issuer will agree other document or instrument referred to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trusteetherein. (gf) The preceding provisions Issuers’ and the Guarantor’s respective obligations to pay Additional Amounts if and when due will survive any termination, defeasance or discharge the termination of this the Indenture and the payment of all other amounts in respect of the 2036 Notes and shall apply mutatis mutandis to any successor of either of the Issuers or the Guarantor, and to any jurisdiction in which (other than the United States or any successor Person to state thereof or the Issuer is organized District of Columbia, or any political subdivision of any such state or the District of Columbia, or taxing authority or agency thereof or therein) in which such successor is incorporated, organized, engaged in business or otherwise resident for tax purposes, and any political subdivision or governmental authority thereof or therein.

Appears in 1 contract

Samples: Tenth Supplemental Indenture (Aptiv PLC)

Payments of Additional Amounts. (a) All payments made by the Issuer under, or with respect, to the Notes Securities of any series 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 the government of the Kingdom of Belgium, Luxembourg Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If Except as otherwise contemplated by Section 2.01 for Securities of any particular series, if the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesSecurities of such series, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes Securities of such series (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes Securities of such series would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or beneficial owner of the Notes Securities of such series (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner of the NotesSecurities of such series, if the relevant Holder or beneficial owner of the Notes Securities of such series is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later), (ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge, (iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the NotesSecurities of such series, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note Security of such series with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes Securities in an exempt securities account in the X/N System; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note Security of such series for payment within 30 days after the date on which such payment or such Note Security became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the Note such Security been presented on the last day of the 30-day period), (ii) with respect to any payment of principal of (or premium, if any, on) or interest on such Note Security to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such 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 actual holder of such NoteSecurity; or (iii) if the Note such Security is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note Security to another paying agent in a Member State. (d) If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the NotesSecurities of any series, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of NotesSecurities of any series, (iii) interest, or (iv) any other amount payable on or with respect to any of the NotesSecurities of any series, that reference shall be deemed to include 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. (f) The Issuer will 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 NotesSecurities of any series, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the NotesSecurities of any series, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Indenture (Delhaize Group)

Payments of Additional Amounts. (a) All payments Payments made by the Issuer underIssuer, a Guarantor or with respecta Paying Agent, to as applicable, on the 2046 Notes shall or in respect of a Note Guarantee will be made free and clear of, and without withholding or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Issuer, a Guarantor or a Paying Agent is required to withhold or deduct Taxes by law. (b) If any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of the government of United States, the Kingdom of BelgiumUnited Kingdom, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to taxJersey, or any other jurisdiction in which the Issuer or any Guarantor is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, or any other jurisdiction from or through which any such payment is made made, or in each case any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned beingeach, a “Relevant Taxing Jurisdiction”), unless the Issuer ) is at any time required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction be made from any payment made under or with respect to the Notes2046 Notes or the Note Guarantee, the Issuer shall or the applicable Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) on the 2046 Notes or in respect of the applicable Note Guarantee as may be necessary so that the net amount received by the Holders and beneficial owners each holder of the 2046 Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply towill be payable with respect to Taxes: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant over, such Holder or beneficial owner, if such Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust partnershiptrust, limited liability company partnership or corporation) and the being considered as having a present or former connection with a Relevant Taxing Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the 2046 Notes, the receipt of any payment under or with respect to the 2046 Notes or any Note Guarantee, or the exercise or enforcement of any rights under or with respect to the 2046 Notes, the Indenture or any Note Guarantee), including, without limitation, such holder Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled therein or a national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein therein; (ii) that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or beneficial owner, if compliance is required by statute, by regulation of the Relevant Jurisdiction by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such Tax; (biii) payable other than by withholding from payments of principal of or interest on the presentation 2046 Notes or from payments in respect of a note Note Guarantee; (where presentation is requirediv) that would not have been imposed but for payment on a date change in law, regulation or administrative or judicial interpretation that becomes effective more than 30 15 days after (x) the date on which such payment became becomes due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),; (iiv) any that are estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge,Taxes; (iiivi) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual and that is required to be made pursuant to, or to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive,to, any European Union Directive on the taxation of savings; (vivii) any Taxes that are required to be withheld by any Paying Agent from any payment of principal of or deducted interest on any 2046 Note, if such payment can be made without such withholding by at least one other Paying Agent; (viii) that would not have been imposed but for the presentation by the holder of any 2046 Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later (except to or the extent that the holder would have been entitled to Additional Amounts had the 2046 Note been presented on behalf of a Holder, who, at the time last day of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 30-day period); (ix) that are U.S. federal income Taxes imposed by reason of the Royal Decree Holder or beneficial owner of May 26, 1994 the 2046 Notes (i) being considered as (a) being or having been a controlled foreign corporation for U.S. federal income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax; (b) being or having been a “10-percent shareholder” of the Issuer as defined in section 871(h)(3) of the Code (or any amended or successor provision); or (c) being or having been a bank receiving payments on the deduction an extension of withholding tax and which holds the Notes in an exempt securities account credit made pursuant to a loan agreement entered into in the X/N Systemordinary course of its trade or business or (ii) failing to provide an applicable IRS Form W-8 certifying as to such person’s non-U.S. status; (x) that are imposed under Sections 1471 through 1474 of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable) or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or (viixi) in the case of any combination of items clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to x); nor shall Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) be paid with respect to any payment of the principal of (or premiuminterest, if any, on) on any 2046 Note or interest on such any payment in respect of a Note Guarantee to any Holder or beneficial owner such holder who is a fiduciary or a partnership or any Person other than a beneficial owner that is not the sole beneficial owner of such payment, payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such a partnership or the a beneficial owner of such payment would not have been entitled to the such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the actual holder of such the 2046 Note; or. (iiic) if The Issuer, a Guarantor or the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a Paying Agent, as applicable, will (i) make any required withholding or deduction deduction, and (ii) remit the full amount deducted or withheld by presenting it to the relevant Note to another paying agent Relevant Jurisdiction in a Member Stateaccordance with applicable law. (d) If All references in this Indenture, other than in Section 2.01(s) of this Fourth Supplemental Indenture and Sections 8.02, 8.03 and 8.06 of the Issuer will be obligated Base Indenture, to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) principal or interest, or (iv) any other amount payable if any, on or with respect to the net proceeds received on the sale or exchange of, any of 2046 Notes or any payment made under the Notes, that reference Note Guarantee shall be deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such that context, Additional Amounts are, were or would be payable in respect thereofpayable. (fe) The In addition, the Issuer will shall pay any present or future stamp, court or documentary taxes or any other excise or property taxesissue, charges registration, court, documentary, excise, property, or similar levies that arise Taxes (i) imposed by any Relevant Jurisdiction in any jurisdiction from respect of the execution, issuance, delivery, enforcement or registration of the 2046 Notes, this Indenture any Note Guarantee, the Indenture, or any other related document or instrumentinstrument referred to therein, or the receipt of any payments with respect to the 2046 Notes, excluding taxes, charges or similar levies (ii) imposed by any jurisdiction outside in respect of Luxembourgthe enforcement of the 2046 Notes, any Note Guarantee, the Kingdom Indenture, or any other document or instrument referred to therein. (f) The Issuer’s and a Guarantor’s obligations to pay Additional Amounts if and when due will survive the termination of Belgium, the jurisdiction Indenture and the payment of incorporation all other amounts in respect of the 2046 Notes and shall apply mutatis mutandis to any successor of the Issuer or any jurisdiction in which a paying agent is locatedGuarantor, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any such successor Person to the Issuer is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, and any political subdivision or taxing governmental authority or agency thereof or therein.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Delphi Automotive PLC)

Payments of Additional Amounts. (a) All payments made by the Issuer under, Company under or with respect, respect to the Notes shall will be made free and clear of, of and without withholding or deduction for or on account of, of any present or future taxtaxes, dutyduties, levylevies, impostimposts, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) charges of whatever nature imposed or levied by or on behalf of the government of the Kingdom of Belgium, 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 is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made Taxing Jurisdiction (any of the aforementioned being, a Relevant Taxing JurisdictionTaxes”), unless the Issuer Company, as the case may be, is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If . In the Issuer event that the Company is so required to so withhold or deduct any amount for or on account of any Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the any series of Notes, the Issuer shall Company will pay to a Holder of Notes that is not a United States Person such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners each Holder of the Notes (including Additional Amounts) after such withholding or deduction will not be less than equal the amount the Holders and beneficial owners of the Notes that such Holder would have received if such Taxes had not been required to be withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply towill be payable with respect to a payment to a Holder of Notes or a holder of a beneficial interests in Global Notes where such holder is subject to taxation on such payment by a relevant Taxing Jurisdiction for any reason other than such holder’s mere ownership of the Notes or for or on account of: (ia) any Taxes that would not have been so are imposed but for (a) the existence of any present or former connection between the relevant Holder withheld solely because such holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, or member or shareholder of, or possessor of power over the relevant Holder or beneficial owner of the Notes, such holder if the relevant Holder or beneficial owner of the Notes such holder is an estate, trust trust, partnership, limited liability company or corporationother fiscally transparent entity, or a person holding a power over an estate or trust administered by a fiduciary holder: (1) and is or was present or engaged in, or is or was treated as present or engaged in, a trade or business in the Relevant Taxing Jurisdiction or has or had a permanent establishment in the Taxing Jurisdiction; (including2) has or had any present or former connection (other than the mere fact of ownership of such Notes) with the Taxing Jurisdiction imposing such Taxes, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) including being or having been a national citizen or resident thereof, being treated as being or having been a resident thereof or being or having been physically present therein; (3) with respect to any withholding Taxes imposed by the United States, is or engaged was with respect to the United States a personal holding company, a passive foreign investment company, a controlled foreign corporation, a foreign private foundation or other foreign tax-exempt organization or corporation that has accumulated earnings to avoid United States federal income tax; (4) actually or constructively owns or owned 10% or more of the total combined voting power of all classes of stock of the Company within the meaning of Section 871(h)(3) of the Code; or (5) is or was a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business therein or having had a permanent establishment therein or within the meaning of Section 881(c)(3) of the Code. (b) any estate, inheritance, gift, sales, transfer, excise, personal property or similar Taxes imposed with respect to the Notes, except as otherwise provided herein; (c) any Taxes imposed solely as a result of the presentation of a note such Notes (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later), (ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge, (iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such 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 such the beneficiary or holder thereof would have been entitled to the payment of Additional Amounts had the Note Notes been presented for payment on the last day of the any date during such 30-day period),; (iid) any Taxes imposed or withheld solely as a result of the failure of such holder or any other person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such holder, if such compliance is required by statute, regulation, ruling or administrative practice of the relevant Taxing Jurisdiction or by any applicable tax treaty to which the relevant Taxing Jurisdiction is a party as a precondition to relief or exemption from such Taxes (including the submission of an applicable IRS Form W-8 in the case of a non-United States Person); (e) with respect to withholding Taxes imposed by the United States, any such Taxes imposed by reason of the failure of such holder to fulfill the statement requirements of sections 871(h) or 881(c) of the Code; (f) any Taxes that are payable by any method other than withholding or deduction by the Company or any paying agent from payments in respect of such Notes; (g) any Taxes required to be withheld by any paying agent from any payment in respect of principal any Notes if such payment can be made without such withholding by at least one other paying agent; (h) any withholding or deduction required pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any law, rule, guidance or administrative practice implementing an intergovernmental agreement entered into in connection with such sections of the Code; or (i) any combination of Section 2.07(a), (b), (c), (d), (e), (f), (g), or premium, if any, on) or interest on such Note (h). Additional Amounts also will not be payable to any Holder or the holder of a beneficial owner who interest in a Global Note that is a fiduciary fiduciary, partnership, limited liability company or partnership other fiscally transparent entity, or any Person other than to such holder that is not the sole beneficial owner Holder or holder of such paymentbeneficial interests of such Note, as the case may be. This exception, however, will apply only to the extent that a beneficiary or settlor with respect to such the fiduciary, or a beneficial owner or member of such a partnership the partnership, limited liability company or the beneficial owner of such payment other fiscally transparent entity, would not have been entitled to the payment of an Additional Amounts Amount had such the beneficiary, settlor, member or beneficial owner been the actual holder of such Note; or (iii) if the Note is presented for payments by or on behalf of a Holder member received directly its beneficial or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. (d) If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment distributive share of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) any other amount payable on or with respect to any of the Notes, that reference shall be deemed to include 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 thereofpayment. (f) The Issuer will 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, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Third Supplemental Indenture (Danaher Corp /De/)

Payments of Additional Amounts. (a) All payments Payments made by the Issuer underIssuer, a Guarantor or with respecta Paying Agent, to as applicable, on the 2025 Notes shall or in respect of a Note Guarantee will be made free and clear of, and without withholding or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Issuer, a Guarantor or a Paying Agent is required to withhold or deduct Taxes by law. (b) If any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of the government of United States, the Kingdom of BelgiumUnited Kingdom, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to taxJersey, or any other jurisdiction in which the Issuer or any Guarantor is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, or any other jurisdiction from or through which any such payment is made made, or in each case any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned beingeach, a “Relevant Taxing Jurisdiction”), unless the Issuer ) is at any time required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction be made from any payment made under or with respect to the Notes2025 Notes or the Note Guarantee, the Issuer shall or the applicable Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) on the 2025 Notes or in respect of the applicable Note Guarantee as may be necessary so that the net amount received by the Holders and beneficial owners each holder of the 2025 Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply towill be payable with respect to Taxes: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes such 2025 Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant over, such Holder or beneficial owner, if such Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust partnershiptrust, limited liability company partnership or corporation) and the being considered as having a present or former connection with a Relevant Taxing Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the 2025 Notes, the receipt of any payment under or with respect to the 2025 Notes or any Note Guarantee, or the exercise or enforcement of any rights under or with respect to the 2025 Notes, the Indenture or any Note Guarantee), including, without limitation, such holder Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled therein or a national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein therein; (ii) that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or beneficial owner, if compliance is required by statute, by regulation of the Relevant Jurisdiction by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such Tax; (biii) payable other than by withholding from payments of principal of or interest on the presentation 2025 Notes or from payments in respect of a note Note Guarantee; (where presentation is requirediv) that would not have been imposed but for payment on a date change in law, regulation or administrative or judicial interpretation that becomes effective more than 30 15 days after (x) the date on which such payment became becomes due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),; (iiv) any that are estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge,Taxes; (iiivi) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual and that is required to be made pursuant to, or to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive,to, any European Union Directive on the taxation of savings; (vivii) any Taxes that are required to be withheld by any Paying Agent from any payment of principal of or deducted interest on any 2025 Note, if such payment can be made without such withholding by at least one other Paying Agent; (viii) that would not have been imposed but for the presentation by the holder of any 2025 Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later (except to or the extent that the holder would have been entitled to Additional Amounts had the 2025 Note been presented on behalf of a Holder, who, at the time last day of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 30-day period); (ix) that are U.S. federal income Taxes imposed by reason of the Royal Decree Holder or beneficial owner of May 26, 1994 the 2025 Notes (i) being considered as (a) being or having been a controlled foreign corporation for U.S. federal income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax; (b) being or having been a “10-percent shareholder” of the Issuer as defined in section 871(h)(3) of the Code (or any amended or successor provision); or (c) being or having been a bank receiving payments on the deduction an extension of withholding tax and which holds the Notes in an exempt securities account credit made pursuant to a loan agreement entered into in the X/N Systemordinary course of its trade or business or (ii) failing to provide an applicable IRS Form W-8 certifying as to such person’s non-U.S. status; (x) that are imposed under Sections 1471 through 1474 of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable) or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or (viixi) in the case of any combination of items clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to x); nor shall Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) be paid with respect to any payment of the principal of (or premiuminterest, if any, on) on any 2025 Note or interest on such any payment in respect of a Note Guarantee to any Holder or beneficial owner such holder who is a fiduciary or a partnership or any Person other than a beneficial owner that is not the sole beneficial owner of such payment, payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such a partnership or the a beneficial owner of such payment would not have been entitled to the such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the actual holder of such the 2025 Note; or. (iiic) if The Issuer, a Guarantor or the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a Paying Agent, as applicable, will (i) make any required withholding or deduction deduction, and (ii) remit the full amount deducted or withheld by presenting it to the relevant Note to another paying agent Relevant Jurisdiction in a Member Stateaccordance with applicable law. (d) If All references in this Indenture, other than in Section 2.01(s) of this First Supplemental Indenture and Sections 8.02, 8.03 and 8.06 of the Issuer will be obligated Base Indenture, to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) principal or interest, or (iv) any other amount payable if any, on or with respect to the net proceeds received on the sale or exchange of, any of 2025 Notes or any payment made under the Notes, that reference Note Guarantee shall be deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such that context, Additional Amounts are, were or would be payable in respect thereofpayable. (fe) The In addition, the Issuer will shall pay any present or future stamp, court or documentary taxes or any other excise or property taxesissue, charges registration, court, documentary, excise, property, or similar levies that arise Taxes (i) imposed by any Relevant Jurisdiction in any jurisdiction from respect of the execution, issuance, delivery, enforcement or registration of the 2025 Notes, this Indenture any Note Guarantee, the Indenture, or any other related document or instrumentinstrument referred to therein, or the receipt of any payments with respect to the 2025 Notes, excluding taxes, charges or similar levies (ii) imposed by any jurisdiction outside in respect of Luxembourgthe enforcement of the 2025 Notes, any Note Guarantee, the Kingdom Indenture, or any other document or instrument referred to therein. (f) The Issuer’s and a Guarantor’s obligations to pay Additional Amounts if and when due will survive the termination of Belgium, the jurisdiction Indenture and the payment of incorporation all other amounts in respect of the 2025 Notes and shall apply mutatis mutandis to any successor of the Issuer or any jurisdiction in which a paying agent is locatedGuarantor, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any such successor Person to the Issuer is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, and any political subdivision or taxing governmental authority or agency thereof or therein.

Appears in 1 contract

Samples: First Supplemental Indenture (Delphi Automotive PLC)

Payments of Additional Amounts. (a) All payments made by the Issuer under, Company under or with respect, respect to the Notes shall 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 (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of the government of the Kingdom Hellenic Republic or of Belgium, Luxembourg any prefecture or any political subdivision territory thereof or by any authority or agency therein or thereof having power to taxtax (hereinafter, or any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a “Relevant Taxing Jurisdiction”"Taxes"), unless the Issuer Company is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) . If the Issuer Company is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall Company will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes Holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply to: will be payable with respect to a payment made to a Holder and no reimbursement shall be made to a Holder for Taxes paid by such Holder (each such Holder), an "Excluded Holder") with respect to any Tax imposed, levied, payable or due (i) any Taxes that would not have been so imposed but for (a) by reason of the existence of any Holder's or beneficial owner's present or former connection between with the relevant Hellenic Republic or any prefecture or territory thereof, other than through the mere receipt or holding of Notes or by reason of the receipt of payments thereunder; (ii) by reason of the failure of the Holder or beneficial owner of Notes to satisfy any certification, identification, information or other reporting requirements which the Notes (Holder or between such beneficial owner is legally required to satisfy, whether imposed by statute, treaty, regulation, administrative practice or otherwise, as a fiduciaryprecondition to exemption from, settlor, beneficiary, member or shareholder reduction in the rate of deduction or withholding of, Taxes; or possessor of power over the relevant Holder or beneficial owner (iii) by reason of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is requiredrequired in order to receive payment) of such Notes for payment on a date more than 30 calendar days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is was duly provided forfor under the terms of the Notes, whichever occurs is later), . The obligation of the Company to pay Additional Amounts or to reimburse a Holder for Taxes paid by such Holder in respect of Taxes shall not apply with respect to (iix) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge, Taxes; (iiiy) any Taxes Tax which are is payable otherwise than by deduction or withholding from payments of (made under or in with respect of) principal of, premium or any interest on, to the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner ; or (Bz) to make any declaration Taxes imposed on 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) with respect to any payment of principal of (or premium, by the Company if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of of, or person ultimately entitled to obtain an interest in, the Notes had been the Holder thereof and such payment beneficial owner would not have been entitled to the payment of Additional Amounts had such beneficiaryby reason of clause (i), settlor, member (ii) or beneficial owner been the actual holder of such Note; or (iii) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a above. The Company will also (i) make such withholding or deduction compelled by presenting applicable law and (ii) remit the full amount deducted or withheld to the relevant Note authority in accordance with applicable law. The Company will furnish to another paying agent the Holder, certified copies of tax receipts evidencing the payment of any Taxes by the Company in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Company, within 60 calendar days after the date of receipt of such evidence. If notwithstanding the Company's efforts to obtain such receipts, the same are not obtainable, the Company will provide such Holder other evidence reasonably satisfactory to such Holder of such payments by the Company. If the Company conducts business in any jurisdiction (the "Taxing Jurisdiction") other than the Hellenic Republic in a Member State. manner which causes Holders to be liable for taxes on payments under the Notes for which they would not have been so liable but for such conduct of business in the Taxing Jurisdiction, the above provisions of this Section 4.17 shall be considered to apply to such Holders as if references in such provisions to "Taxes" included taxes imposed by way of deduction or withholding by such Taxing Jurisdiction and references to Excluded Holder shall be deemed to include Holders or beneficial owners having a present or former connection with such Taxing Jurisdiction or any prefecture or territory thereof. The Company will, upon written request of any Holder (dother than an Excluded Holder), reimburse each such Holder for the amount of (i) If any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Issuer Notes, and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) and paid by such Holder so that the net amount received by such Holder (net of payments made under or with respect to the Notes) after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. The Company will not take any action or fail to act in any manner which will have the effect of requiring the payment of any Additional Amounts such that the Company may exercise its option to effect a Tax Redemption; provided, however, that the Company and its Subsidiaries will not be required to change their jurisdiction or alter their operations in any manner and will not be required to take any other unreasonable act thereunder. At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date of that such payment (unless the such obligation to pay Additional Amounts arises after the 30th day prior to that the date on which payment dateunder or with respect to the Notes is due and payable, in which case it shall be promptly thereafter), the Issuer shall notify Company will deliver to the Trustee promptly thereafter) an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amount amounts so payable. The Officers’ Certificate must also payable and will set forth any such other information necessary to enable the Paying Agent Trustee to pay such Additional Amounts to Holders and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) , the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) , interest, or (iv) if any, or any other amount payable on under or with respect to any of the NotesNote, that reference 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. (f) The Issuer will 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, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Indenture (Antenna Tv Sa)

Payments of Additional Amounts. (a) All payments made by or on behalf of the Issuer under, Company on or with respect, respect to the Notes Securities shall be made free and clear of, of and without withholding of 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) (collectively, “Taxes”) Taxes imposed or levied by or on behalf of the government of the Kingdom of Belgium, Luxembourg any jurisdiction or any political subdivision thereof or by any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer withholding or deduction of such Taxes is required to withhold or deduct Taxes by law or by the official interpretation or administration thereoflaw. (b) If the Issuer is so Company or any other payor shall at any time be required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under on or with respect to the NotesSecurities, the Issuer shall Company or such other payor shall: (1) make such withholding or deduction; (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law; (3) pay to each Holder of Securities such additional amounts ("Additional Amounts”Amount") as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) each Holder after such withholding or deduction will (including in respect of Additional Amounts) shall not be less than the amount the Holders and beneficial owners of the Notes Holder would have received if such Taxes had not been required to be so withheld or deducted; provided; (4) furnish to the Holders, howeverwithin 30 days after the date the payment of any such Taxes is due, that upon request, certified copies of tax receipts evidencing such payment by the foregoing obligation Company or such other payor; (5) indemnify and hold harmless each Holder (other than an Excluded Holder) from (A) any Taxes paid by such Holder as a result of payments made on or with respect to the Securities, (B) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto and (C) any Taxes imposed with respect to any reimbursement under (A) or (B), but excluding any such taxes described in (c)(i)(A) of this Section and (6) at least 30 days prior to each date on which any Additional Amounts are payable, the Company will deliver to Paying Agent (if not the Company) an Officers' Certificate stating the amounts so payable and such other information necessary to enable the Paying Agent to pay such Additional Amounts does to Holders on the payment date. (c) Notwithstanding clauses (a) and (b) of this Section 1022, the Company or a successor corporation shall not apply tobe required to make any payment to a Holder of Additional Amounts for or on account of: (i) any Taxes Any Tax that would not have been so imposed but for (aA) the existence of any present or former connection between the relevant such Holder or beneficial owner of the Notes (an "Excluded Holder") (or between a fiduciary, settlor, beneficiary, member beneficiary or shareholder partner of, or possessor of a power over the relevant Holder or beneficial owner of the Notessuch Holder, if the relevant such Holder or beneficial owner of the Notes is an estate, trust or partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction (other than the holding of a Security or the receipt of payments or exercise of rights thereunder), including, without limitation, such holder Holder (or such fiduciary, settlor, beneficiary, member, shareholder partner or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein or therein, (bB) the presentation of a note Security (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs laterlater (except to the extent that the Holder of such Security would have been entitled to Additional Amounts in respect of such Taxes on presenting such Security for payment on any date prior to such date),, or (c) the presentation of a Security for payment in Bermuda or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; (ii) Except as otherwise provided, any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge,Tax; (iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes Any Tax that are is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note the Security to comply with a written request by of the Issuer Company addressed to the Holder and made at least 60 days prior to the first payment date with respect to which the Company or such beneficial owner any successor corporation shall apply this clause (iii), (A) to provide information information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) 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 Company) or satisfy any information or reporting requirementrequirements, which, in the case of (A) or (B), is shall at any time be required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction taxing jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes tax, assessment or other governmental charge, provided, however, that are required to be withheld or deducted the -------- ------- limitations on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income Company's or any law implementing successor corporations' obligation to pay Additional Amounts set forth in clauses (A) and (B) above shall not apply if the provision of information, documentation, declaration or complying withother evidence or reporting described in such clauses (A) and (B) would be materially more onerous, in form, in procedure or introduced in order the substance of information disclosed, to conform to such Directive, (vi) any Taxes that are required to be withheld a Holder or deducted on a payment to or on behalf beneficial owner of a Holder, who, at the time of Security than comparable information or other information or other applicable reporting requirements imposed or provided for under United States tax law (such payment as Internal Revenue Service Form 1001 or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N SystemW-8BEN); or (viiiv) any Any combination of items (i), (ii), (iii), (iv), (v) and (viiii) above. (cd) The Issuer also will not be required All references in this Indenture, in any context, to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided forprincipal, whichever is later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership Redemption Price, Change of Control Payment, offer price and interest, or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such 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 actual holder of such Note; or (iii) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. (d) If the Issuer will be obligated to pay Additional Amounts with respect to any payment amount payable under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) any other amount payable on or with respect to any of the Notes, that reference Security shall be deemed to include 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. (f) The Issuer will 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, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Indenture (Globenet Communications Group LTD)

Payments of Additional Amounts. (a) All payments Payments made by the Issuer underIssuer, a Guarantor or with respecta Paying Agent, to as applicable, on the Notes shall of each series or in respect of a Note Guarantee will be made free and clear of, and without withholding or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Issuer, a Guarantor or a Paying Agent is required to withhold or deduct Taxes by law. (b) If any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of the government of United States, the Kingdom of BelgiumUnited Kingdom, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to taxJersey, or any other jurisdiction in which the Issuer or any Guarantor is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, or any other jurisdiction from or through which any such payment is made made, or in each case any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned beingeach, a “Relevant Taxing Jurisdiction”), unless the Issuer ) is at any time required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction be made from any payment made under or with respect to the NotesNotes of a series or the Note Guarantee, the Issuer shall or the applicable Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) on the Notes of such series or in respect of the applicable Note Guarantee as may be necessary so that the net amount received by the Holders and beneficial owners each holder of the Notes of such series (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply towill be payable with respect to Taxes: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) being considered as having a present or former connection with a Relevant Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the Notes, if the relevant Holder receipt of any payment under or beneficial owner of with respect to the Notes is an estateor any Note Guarantee, trust partnershipor the exercise or enforcement of any rights under or with respect to the Notes, limited liability company the Indenture or corporation) and the Relevant Taxing Jurisdiction (any Note Guarantee), including, without limitation, such holder Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled therein or a national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein therein; (ii) that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or beneficial owner, if compliance is required by statute, by regulation of the Relevant Jurisdiction by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such Tax; (biii) payable other than by withholding from payments of principal of or interest on the presentation Notes or from payments in respect of a note Note Guarantee; (where presentation is requirediv) that would not have been imposed but for payment on a date change in law, regulation or administrative or judicial interpretation that becomes effective more than 30 15 days after (x) the date on which such payment became becomes due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),; (iiv) any that are estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge,Taxes; (iiivi) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual and that is required to be made pursuant to, or to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive,to, any European Union Directive on the taxation of savings; (vivii) any Taxes that are required to be withheld by any Paying Agent from any payment of principal of or deducted interest on any Note, if such payment can be made without such withholding by at least one other Paying Agent; (viii) that would not have been imposed but for the presentation by the holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later (except to or the extent that the holder would have been entitled to Additional Amounts had the Note been presented on behalf of a Holder, who, at the time last day of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 30-day period); (ix) that are U.S. federal income Taxes imposed by reason of the Royal Decree Holder or beneficial owner of May 26, 1994 on the deduction of withholding tax and which holds the Notes (i) being considered as (a) being or having been a controlled foreign corporation for U.S. federal income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax; (b) being or having been a “10-percent shareholder” of the Issuer as defined in section 871(h)(3) of the Code (or any amended or successor provision); or (c) being or having been a bank receiving payments on an exempt securities account extension of credit made pursuant to a loan agreement entered into in the X/N Systemordinary course of its trade or business or (ii) failing to provide an applicable IRS Form W-8 certifying as to such person’s non-U.S. status; (x) that are imposed under Sections 1471 through 1474 of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable) or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or (viixi) in the case of any combination of items clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to x); nor shall Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) be paid with respect to any payment of the principal of (or premiuminterest, if any, on) on any Note or interest on such any payment in respect of a Note Guarantee to any Holder or beneficial owner such holder who is a fiduciary or a partnership or any Person other than a beneficial owner that is not the sole beneficial owner of such payment, payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such a partnership or the a beneficial owner of such payment would not have been entitled to the such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the actual holder of such the Note; or. (iiic) if The Issuer, a Guarantor or the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a Paying Agent, as applicable, will (i) make any required withholding or deduction deduction, and (ii) remit the full amount deducted or withheld by presenting it to the relevant Note to another paying agent Relevant Jurisdiction in a Member Stateaccordance with applicable law. (d) If All references in this Indenture, other than in Section 2.01(s) of this Second Supplemental Indenture and Sections 8.02, 8.03 and 8.06 of the Issuer will be obligated Base Indenture, to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) principal or interest, or (iv) any other amount payable if any, on or with respect to the net proceeds received on the sale or exchange of, any of Notes or any payment made under the Notes, that reference Note Guarantee shall be deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such that context, Additional Amounts are, were or would be payable in respect thereofpayable. (fe) The In addition, the Issuer will shall pay any present or future stamp, court or documentary taxes or any other excise or property taxesissue, charges registration, court, documentary, excise, property, or similar levies that arise Taxes (i) imposed by any Relevant Jurisdiction in any jurisdiction from respect of the execution, issuance, delivery, enforcement or registration of the Notes, this Indenture any Note Guarantee, the Indenture, or any other related document or instrumentinstrument referred to therein, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies (ii) imposed by any jurisdiction outside in respect of Luxembourgthe enforcement of the Notes, any Note Guarantee, the Kingdom Indenture, or any other document or instrument referred to therein. (f) The Issuer’s and a Guarantor’s obligations to pay Additional Amounts if and when due will survive the termination of Belgium, the jurisdiction Indenture and the payment of incorporation all other amounts in respect of the Notes and shall apply mutatis mutandis to any successor of the Issuer or any jurisdiction in which a paying agent is locatedGuarantor, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any such successor Person to the Issuer is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, and any political subdivision or taxing governmental authority or agency thereof or therein.

Appears in 1 contract

Samples: Second Supplemental Indenture (Delphi Automotive PLC)

Payments of Additional Amounts. (a) All payments made in respect of the Notes or the Guarantee, as applicable, by the Issuer underCompany, the Guarantor or with respectany successor thereto (each, to the Notes a “Payor”) shall be made free and clear of, and without withholding or deduction for for, or on account of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature (collectively, “Taxes”) imposed unless such withholding or deduction is required by applicable law. Where the withholding or deduction of Taxes by the Payor is imposed, collected, withheld, assessed or levied by or on behalf of the government of the Kingdom of Belgium, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to tax, Germany or any other jurisdiction in which the Issuer a Payor is organized or otherwise resident for tax purposes, or any jurisdiction from or through which the Paying Agent makes the payments on the Notes or the Guarantee or, in each case, any payment is made governmental authority or political subdivision thereof or therein having the power to tax (any of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect Payor will, subject to the Notesexceptions and limitations set forth below, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be are necessary so that the net amount received payment by the Holders and beneficial owners Payor or the Paying Agent of the Notes (including Additional Amounts) principal of, premium, if any, and interest on such Notes, after such withholding or deduction (including any withholding or deduction in respect of such payment of Additional Amounts), will not be less than the amount the Holders and beneficial owners of the Notes that would have received if been payable in respect of such Taxes Notes and the Guarantee had not no withholding or deduction been withheld or deducted; providedrequired by the Payor. Notwithstanding anything herein to the contrary, however, that the foregoing a Payor’s obligation to pay Additional Amounts does shall not apply toapply: (ia) to the extent of any Taxes that would not have been so are imposed but for (a) the existence by reason of any present or former connection (including, without limitation, a permanent establishment in the Relevant Jurisdiction) between the relevant Holder or beneficial owner of the Notes (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over over, the relevant Holder or beneficial owner) and the Relevant Jurisdiction with the power to levy or otherwise impose or assess such Taxes, other than a connection arising solely from the ownership of the Notes or a beneficial interest therein or the receipt of payments or the enforcement of rights thereunder; (b) to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary, limited liability company or partnership, but only to the extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the limited liability company or partnership would not have been entitled to the payment of Additional Amounts had such beneficial owner, beneficiary, settlor or member been the actual Holder of the Note; (c) to any Taxes that are imposed or withheld because the Holder or beneficial owner of the Notes failed to accurately comply with a request from the Payor to meet any reasonable certification, identification or information reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of the Notes, if such compliance is required as a precondition to exemption from, or reduction in, such Taxes; (d) to any Taxes that are imposed other than by withholding or deduction by a Payor from the relevant Holder payment under, or beneficial owner of with respect to, the Notes is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),Guarantee; (iie) to any estate, inheritance, gift, sales, excise, transfer, wealth, personal property tax or similar tax, assessment or other governmental charge,Taxes; (iiif) to any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, to the Notes, (iv) any extent such Taxes that are were imposed or withheld by reason as a result of the failure to comply by the Holder or the beneficial owner presentation of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within (where presentation is required) more than 30 days after the date on which such relevant amount is first made available for payment or such Note became due and payable or to the date on which payment thereof is duly provided for, whichever is later Holder (except to the extent that such beneficiary the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of the such 30-day period), (ii) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such 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 actual holder of such Note; or (iiig) if in the Note is presented for payments by or case of any combination of the above items. In addition, any amounts to be paid on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. (d) If the Issuer Notes will be obligated paid net of any deduction or withholding imposed or required pursuant to pay Additional Amounts with respect Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any payment under intergovernmental agreement, treaty or convention entered into in connection with respect to the Notesimplementation of such Sections of the Code, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that and no Additional Amounts will be payable and the amount so payablerequired to be paid on account of any such deduction or withholding. The Officers’ Certificate must also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders and beneficial owners on the relevant payment date. (e) Upon request, the Issuer Each Payor will provide the Trustee with the official receipts or acknowledgment of the applicable Relevant Jurisdiction (or, if such acknowledgment is not available, other documentation satisfactory to the Trustee reasonable documentation) evidencing the payment of any Taxes in respect of which such Payor has paid any Additional Amounts. Copies of such documentation will be made available to the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) any other amount payable on Holders or with respect to any beneficial owners of the Notes, that reference shall be deemed to include 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. (f) Notes upon written request therefor. The Issuer Company will pay any present or future stamp, court issue, excise, property, registration, documentary or documentary other similar taxes or any and duties, including interest, penalties and other excise or property taxesliabilities, charges or similar levies that arise imposed by a Relevant Jurisdiction in any jurisdiction from respect of the executioncreation, issue, delivery, enforcement registration and offering of the Notes or registration the execution of the Notes, this Indenture or any other related document or instrument; provided, for the avoidance of doubt, that the Company will not pay any taxes or duties (or interest, penalties or other liabilities imposed thereon) imposed on or in connection with a transfer of the Notes or the receipt Guarantee other than on the initial sale by the initial purchasers. The Company and the Guarantor will also pay and indemnify the Holders and beneficial owners of the Notes from and against all court taxes or other similar taxes and duties, including interest, penalties and other liabilities, paid by any payments of them in any jurisdiction in connection with any action permitted to be taken by the Holders and beneficial owners to enforce the Company’s obligations, and the obligations of the Guarantor, with respect to the Notes. The Notes and the Guarantee are subject in all cases to any applicable tax, excluding taxesfiscal or other law or regulation or administrative or judicial interpretation thereof. Except as specifically provided under this Section 4.9 and under Section 3.8, charges or similar levies the Company is not required to make any payment to Holders with respect to any Taxes imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer governmental authority or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or thereinhaving the power to tax.

Appears in 1 contract

Samples: Indenture (Amphenol Corp /De/)

Payments of Additional Amounts. (a) All payments Payments made by the Issuer underIssuer, a Guarantor or with respecta Paying Agent, to as applicable, on the Notes shall of each series or in respect of a Note Guarantee will be made free and clear of, and without withholding or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Issuer, a Guarantor or a Paying Agent is required to withhold or deduct Taxes by law. (b) If any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of the government of the Kingdom of BelgiumUnited States, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to taxJersey, or Ireland, any other jurisdiction in which the Issuer or any Guarantor is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, or any other jurisdiction from or through which any such payment is made made, or in each case any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned beingeach, a “Relevant Taxing Jurisdiction”), unless the Issuer ) is at any time required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction be made from any payment made under or with respect to the NotesNotes of a series or the Note Guarantee, the Issuer shall or the applicable Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) on the Notes of such series or in respect of the applicable Note Guarantee as may be necessary so that the net amount received by the Holders and beneficial owners each holder of the Notes of such series (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply towill be payable with respect to Taxes: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) being considered as having a present or former connection with a Relevant Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the Notes, if the relevant Holder receipt of any payment under or beneficial owner of with respect to the Notes is an estateor any Note Guarantee, trust partnershipor the exercise or enforcement of any rights under or with respect to the Notes, limited liability company the Indenture or corporation) and the Relevant Taxing Jurisdiction (any Note Guarantee), including, without limitation, such holder Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled therein or a national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein therein; (ii) that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or beneficial owner, if compliance is required by statute, by regulation of the Relevant Jurisdiction or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such Tax; (biii) payable other than by withholding from payments of principal of or interest on the presentation Notes or from payments in respect of a note Note Guarantee; (where presentation is requirediv) that would not have been imposed but for payment on a date change in law, regulation or administrative or judicial interpretation that becomes effective more than 30 15 days after (x) the date on which such payment became becomes due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),; (iiv) any that are estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge,Taxes; (iiivi) required to be withheld by any Taxes which are payable otherwise than Paying Agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes,at least one other Paying Agent; (ivvii) that would not have been imposed but for the presentation by the holder of any Taxes Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (viii) that are imposed or withheld by reason under Sections 1471 through 1474 of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity Code as of the Holder Issue Date (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable) or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such beneficial owner or sections of the Code; or (Bix) 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or (vii) any combination of items clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to viii); nor shall Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) be paid with respect to any payment of the principal of (or premiuminterest, if any, on) on any Note or interest on such any payment in respect of a Note Guarantee to any Holder or beneficial owner such holder who is a fiduciary or a partnership or any Person other than that is not the sole beneficial owner of such payment, payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such a partnership or the beneficial owner of such payment would not have been entitled to the such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the actual holder of such the Note; or. (iiic) if The Issuer, a Guarantor or the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a Paying Agent, as applicable, will (i) make any required withholding or deduction deduction, and (ii) remit the full amount deducted or withheld by presenting it to the relevant Note to another paying agent Relevant Jurisdiction in a Member Stateaccordance with applicable law. (d) If All references in this Indenture, other than in Section 2.01(r) of this Fifth Supplemental Indenture and Sections 8.02, 8.03 and 8.06 of the Issuer will be obligated Base Indenture, to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) principal or interest, or (iv) any other amount payable if any, on or with respect to the net proceeds received on the sale or exchange of, any of Notes or any payment made under the Notes, that reference Note Guarantee shall be deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such that context, Additional Amounts are, were or would be payable in respect thereofpayable. (fe) The In addition, the Issuer will shall pay any present or future stamp, court or documentary taxes or any other excise or property taxesissue, charges registration, court, documentary, excise, property, or similar levies that arise Taxes (i) imposed by any Relevant Jurisdiction in any jurisdiction from respect of the execution, issuance, delivery, enforcement or registration of the Notes, this Indenture any Note Guarantee, the Indenture, or any other related document or instrumentinstrument referred to therein, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies (ii) imposed by any jurisdiction outside in respect of Luxembourgthe enforcement of the Notes, any Note Guarantee, the Kingdom Indenture, or any other document or instrument referred to therein. (f) The Issuer’s and a Guarantor’s obligations to pay Additional Amounts if and when due will survive the termination of Belgium, the jurisdiction Indenture and the payment of incorporation all other amounts in respect of the Notes and shall apply mutatis mutandis to any successor of the Issuer or any jurisdiction in which a paying agent is locatedGuarantor, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any such successor Person to the Issuer is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, and any political subdivision or taxing governmental authority or agency thereof or therein.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Aptiv PLC)

Payments of Additional Amounts. (a) All payments made in respect of the Notes or the Guarantee, as applicable, by the Issuer underCompany, the Guarantor or with respectany successor thereto (each, to the Notes a “Payor”) shall be made free and clear of, and without withholding or deduction for for, or on account of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including penalties, interest and other liabilities related thereto) charges of whatever nature (collectively, “Taxes”) imposed unless such withholding or deduction is required by applicable law. Where the withholding or deduction of Taxes by the Payor is imposed, collected, withheld, assessed or levied by or on behalf of the government of the Kingdom of Belgium, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to tax, Germany or any other jurisdiction in which the Issuer a Payor is organized or otherwise resident for tax purposes, or any jurisdiction from or through which the Paying Agent makes the payments on the Notes or the Guarantee or, in each case, any payment is made governmental authority or political subdivision thereof or therein having the power to tax (any of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect Payor will, subject to the Notesexceptions and limitations set forth below, pay as additional interest on the Issuer shall pay Notes such additional amounts (“Additional Amounts”) as may be are necessary so that the net amount received payment by the Holders and beneficial owners Payor or the Paying Agent of the Notes (including Additional Amounts) principal of, premium, if any, and interest on such Notes, after such withholding or deduction (including any withholding or deduction in respect of such payment of Additional Amounts), will not be less than the amount the Holders and beneficial owners of the Notes that would have received if been payable in respect of such Taxes Notes and the Guarantee had not no withholding or deduction been withheld or deducted; providedrequired by the Payor. Notwithstanding anything herein to the contrary, however, that the foregoing a Payor’s obligation to pay Additional Amounts does shall not apply toapply: (ia) to the extent of any Taxes that would not have been so are imposed but for (a) the existence by reason of any present or former connection (including, without limitation, a permanent establishment in the Relevant Jurisdiction) between the relevant Holder or beneficial owner of the Notes (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over over, the relevant Holder or beneficial owner) and the Relevant Jurisdiction with the power to levy or otherwise impose or assess such Taxes, other than a connection arising solely from the ownership of the Notes or a beneficial interest therein or the receipt of payments or the enforcement of rights thereunder; (b) to any Holder that is not the sole beneficial owner of the Notes, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that the beneficial owner, a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to the payment of Additional Amounts had such beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of the payment; (c) to any Taxes that are imposed or withheld because the Holder or beneficial owner of the Notes failed to accurately comply with a request from the Payor to meet any reasonable certification, identification or information reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of the Notes, if such compliance is required as a precondition to exemption from, or reduction in, such Taxes; (d) to any Taxes that are imposed other than by withholding or deduction by a Payor from the relevant Holder payment under, or beneficial owner of with respect to, the Notes is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),Guarantee; (iie) to any estate, inheritance, gift, sales, excise, transfer, wealth, personal property tax or similar tax, assessment or other governmental charge,Taxes; (iiif) to any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, to the Notes, (iv) any extent such Taxes that are were imposed or withheld by reason as a result of the failure to comply by the Holder or the beneficial owner presentation of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within (where presentation is required) more than 30 days after the date on which such relevant amount is first made available for payment or such Note became due and payable or to the date on which payment thereof is duly provided for, whichever is later Holder (except to the extent that such beneficiary the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of the such 30-day period), (ii) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such 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 actual holder of such Note; or (iiig) if in the Note is presented for payments by or case of any combination of the above items. In addition, any amounts to be paid on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. (d) If the Issuer Notes will be obligated paid net of any deduction or withholding imposed or required pursuant to pay Additional Amounts with respect Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any payment under or intergovernmental agreement entered into in connection with respect to the Notesimplementation of such Sections of the Code, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that and no Additional Amounts will be payable and the amount so payablerequired to be paid on account of any such deduction or withholding. The Officers’ Certificate must also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders and beneficial owners on the relevant payment date. (e) Upon request, the Issuer Each Payor will provide the Trustee with the official receipts or acknowledgment of the applicable Relevant Jurisdiction (or, if such acknowledgment is not available, other documentation satisfactory to the Trustee reasonable documentation) evidencing the payment of any Taxes in respect of which such Payor has paid any Additional Amounts. Copies of such documentation will be made available to the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) any other amount payable on Holders or with respect to any beneficial owners of the Notes, that reference shall be deemed to include 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. (f) Notes upon written request therefor. The Issuer Company will pay any present or future stamp, court issue, excise, property, registration, documentary or documentary other similar taxes or any and duties, including interest, penalties and other excise or property taxesliabilities, charges or similar levies that arise imposed by a Relevant Jurisdiction in any jurisdiction from respect of the executioncreation, issue, delivery, enforcement registration and offering of the Notes or registration the execution of the Notes, this Indenture or any other related document or instrument. The Company and the Guarantor will also pay and indemnify the Holders and beneficial owners of the Notes from and against all court taxes or other taxes and duties, or including interest, penalties and other liabilities, paid by any of them in any jurisdiction in connection with any action permitted to be taken by the receipt Holders and beneficial owners to enforce the Company’s obligations, and the obligations of any payments the Guarantor, with respect to the Notes. The Notes and the Guarantee are subject in all cases to any applicable tax, excluding taxesfiscal or other law or regulation or administrative or judicial interpretation thereof. Except as specifically provided under this Section 4.9 and under Section 3.8, charges or similar levies the Company is not required to make any payment to Holders with respect to any Taxes imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer governmental authority or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or thereinhaving the power to tax.

Appears in 1 contract

Samples: Indenture (Amphenol Corp /De/)

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Payments of Additional Amounts. (a) All payments made by the Issuer under, under or with respect, respect to the Notes Securities 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 the government Government of the Kingdom Canada or of Belgium, Luxembourg any province or any political subdivision territory thereof or by any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a hereinafter Relevant Taxing JurisdictionTaxes”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) . If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesSecurities of a series issued and Outstanding under this Indenture, and such Securities are not redeemed in accordance with the provisions described in Section 11.08, the Issuer shall pay as interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of such Securities or the Holders and beneficial owners of the Notes owner thereof (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and such Holder or beneficial owners of the Notes owner would have received if such Taxes had not been withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply shall be payable with respect to: : (a) any payment made to a Holder or beneficial owner who is liable for such Taxes in respect of such Securities (i) by reason of such Holder or beneficial owner, or any Taxes that would other person entitled to payments on the Securities, being a person with which the Issuer does not have been so imposed but for deal at arm’s length (awithin the meaning of the Income Tax Act (Canada) (the “Canadian Tax Act”)), (ii) by reason of such Holder or beneficial owner being a “specified shareholder” of the Issuer or not dealing at arm’s length with a “specified shareholder” of the Issuer (as defined in subsection 18(5) of the Canadian Tax Act), (iii) by reason of the existence of any present or former connection between the relevant such Holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant over, such Holder or beneficial owner, if such Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust trust, partnership, limited liability company or corporation) and Canada or any province or territory thereof or therein or agency thereof or therein other than the Relevant Taxing Jurisdiction mere acquisition, holding, use or ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights in respect of such Securities as a non-resident or deemed non-resident of Canada or any province or territory thereof or therein or agency thereof or therein, or (includingiv) by reason of such Holder or beneficial owner’s failure to comply with any certification, without limitationidentification, 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 holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or Taxes; (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later), (ii) any estate, inheritance, gift, sales, excise, transfer, excise or personal property tax or any similar tax, assessment or other governmental charge, (iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N SystemTaxes; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had any Securities presented the Note for payment within 30 more than 15 days after the date on which such payment or such Note Securities became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary the Holder would have been entitled to such Additional Amounts had the Note Securities been presented on the last day of the 30such 15-day period), ; (iid) any 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; (e) any Taxes which are payable otherwise than by withholding or deduction from any payment made under or with respect to such Securities or (f) any combination of the foregoing clauses (a) to (e); nor will such Additional Amounts be paid with respect to any payment of principal of (or premium, if any, on) or interest on such Note any Security to any a Holder or beneficial owner who is a fiduciary or partnership or any Person or, other than the sole beneficial owner of such paymentSecurity, to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such a partnership or the a beneficial owner of such payment thereof would not have been entitled to the receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder received directly its beneficial or distributive share of such Note; or payment (iiicollectively, “Excluded Taxes”). The Issuer shall also (a) if make such withholding or deduction and (b) remit the Note is presented for payments full amount deducted or withheld to the relevant authority in accordance with applicable law. Upon the written request of the Trustee or a Holder, the Issuer will furnish, as soon as reasonably practicable, to the Trustee or such Holder, as applicable, certified copies of tax receipts evidencing such payment by the Issuer. The Issuer shall indemnify and hold harmless each Holder and any beneficial owner thereof and, upon written request of any such Holder or on behalf of a beneficial owner, reimburse such Holder or beneficial owner who would be able for the amount of (i) any such Taxes (other than Excluded Taxes) so levied or imposed and paid by such Holder or beneficial owner as a result of any failure of the Issuer to avoid a withholding withhold, deduct or deduction by presenting remit to the relevant Note to another paying agent in tax authority, on a Member State. timely basis, the full amounts required under applicable law; and (dii) If the Issuer will be obligated to pay Additional Amounts any such Taxes (other than Excluded Taxes) so levied or imposed with respect to any payment reimbursement under the foregoing clause (i), so that the net amount received by such Holder or with respect beneficial owner after such reimbursement would not be less than the net amount such Holder or beneficial owner would have received if such Taxes (other than Excluded Taxes) on such reimbursement had not been imposed. This Section 10.08 shall be applicable to each series of Securities issued under this Indenture, unless otherwise specified pursuant to Section 3.01 for the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date Securities 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paida particular series. Whenever in this Indenture there is mentioned, in any context: (i) , the payment of principal, principal (ii) purchase prices in connection with a purchase of Notes, (iii) interestand premium, or (iv) if any), Redemption Price, interest or any other amount payable on under or with respect to the Securities of any of the Notesseries to which this Section 10.08 applies, that reference 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. (f) The Issuer will 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, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Indenture (Fairfax Financial Holdings LTD/ Can)

Payments of Additional Amounts. If, after the date hereof, the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to Lender, or compliance by Lender with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date: (a) All payments shall subject Lender to any Tax of any kind whatsoever (other than Excluded Taxes) with respect to the Loans made by it or its obligation to make the Issuer underLoans, or with respectchange the basis of taxation of payments to Lender in respect thereof (except for changes in Income Taxes of Lender or its applicable lending office or any affiliate thereof); (b) shall impose, to modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxadvances, duty, levy, impost, assessment loans or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf extensions of the government of the Kingdom of Belgium, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to taxcredit by, or any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposesacquisition of funds by, or any jurisdiction from or through which any payment is made (any office of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later), (ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge, (iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N SystemLender; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary duplication of the foregoing, shall impose on Lender any other condition or reduces any amount receivable by Lender in connection with its Loans or participations therein, or requires Lender to make any payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except calculated by reference to the extent that such beneficiary would have been entitled to Additional Amounts had amount of its Loans or participations therein held or interest or fees received by it, by an amount deemed material by Lender; and the Note been presented on the last day result of any of the 30-day period), (ii) with foregoing is to increase the cost to Lender of making or maintaining the Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to any payment of principal of (or premiumBorrower from Lender, if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such 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 actual holder of such Note; or (iii) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. (d) If the Issuer will Borrower shall be obligated to promptly pay Additional Amounts with respect Lender, upon its written demand, any additional amounts necessary to any payment under compensate Lender for such increased cost or with respect to the Notesreduced amount receivable. For purposes of this Section 3.3, the Issuer will deliver to Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, guidelines, and directives promulgated by the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon requestBank for International Settlements, the Issuer will provide the Trustee with official receipts Basel Committee on Banking Supervision or other documentation satisfactory U.S. or foreign Governmental Authorities pursuant to Basel III, regardless of when promulgated or effective, and any change in the Trustee evidencing interpretation thereof by any Governmental Authority having the payment of authority to interpret or enforce the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) any other amount payable on or with respect to any of the Notes, that reference same shall be deemed to include payment be a change in a Requirement of Additional Amounts provided for Law regardless of when promulgated, adopted or otherwise effective. If Lender desires to claim any additional amounts pursuant to this Section 3.3, it shall provide written notice thereof to Borrower certifying (x) that one of the events described in this Section 3.3 has occurred and describing in reasonable detail the nature of such event, (y) as to the extent that, in increased cost or reduced amount resulting from such context, Additional Amounts are, were or would be payable in respect thereof. event and (fz) The Issuer will 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 as to the execution, delivery, enforcement or registration additional amount demanded by Xxxxxx and a reasonably detailed explanation of the Notes, calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Indenture or any other related document or instrument, or Subsection 3.3.1 submitted by Lender to Borrower shall be conclusive and binding on the receipt parties hereto in the absence of any payments with respect to manifest error. This covenant shall survive the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside termination of Luxembourg, this Agreement and the Kingdom of Belgium, the jurisdiction of incorporation of any successor repayment of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the TrusteeObligations. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Loan Agreement (7GC & Co. Holdings Inc.)

Payments of Additional Amounts. (a) All payments Payments made by the Issuer underIssuer, a Guarantor or with respecta Paying Agent, to as applicable, on the 2028 Notes shall or in respect of a Note Guarantee will be made free and clear of, and without withholding or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Issuer, a Guarantor or a Paying Agent is required to withhold or deduct Taxes by law. (b) If any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of the government of United States, the Kingdom of BelgiumUnited Kingdom, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to taxJersey, or any other jurisdiction in which the Issuer or any Guarantor is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, or any other jurisdiction from or through which any such payment is made made, or in each case any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned beingeach, a “Relevant Taxing Jurisdiction”), unless the Issuer ) is at any time required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction be made from any payment made under or with respect to the Notes2028 Notes or the Note Guarantee, the Issuer shall or the applicable Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) on the 2028 Notes or in respect of the applicable Note Guarantee as may be necessary so that the net amount received by the Holders and beneficial owners each holder of the 2028 Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply towill be payable with respect to Taxes: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes such 2028 Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant over, such Holder or beneficial owner, if such Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust partnershiptrust, limited liability company partnership or corporation) and the being considered as having a present or former connection with a Relevant Taxing Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the 2028 Notes, the receipt of any payment under or with respect to the 2028 Notes or any Note Guarantee, or the exercise or enforcement of any rights under or with respect to the 2028 Notes, the Indenture or any Note Guarantee), including, without limitation, such holder Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled therein or a national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein therein; (ii) that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or beneficial owner, if compliance is required by statute, by regulation of the Relevant Jurisdiction by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such Tax; (biii) payable other than by withholding from payments of principal of or interest on the presentation 2028 Notes or from payments in respect of a note Note Guarantee; (where presentation is requirediv) that would not have been imposed but for payment on a date change in law, regulation or administrative or judicial interpretation that becomes effective more than 30 15 days after (x) the date on which such payment became becomes due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),; (iiv) any that are estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge,Taxes; (iiivi) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual and that is required to be made pursuant to, or to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive,to, any European Union Directive on the taxation of savings; (vivii) any Taxes that are required to be withheld by any Paying Agent from any payment of principal of or deducted interest on any 2028 Note, if such payment can be made without such withholding by at least one other Paying Agent; (viii) that would not have been imposed but for the presentation by the holder of any 2028 Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later (except to or the extent that the holder would have been entitled to Additional Amounts had the 2028 Note been presented on behalf of a Holder, who, at the time last day of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 30-day period); (ix) that are U.S. federal income Taxes imposed by reason of the Royal Decree Holder or beneficial owner of May 26, 1994 the 2028 Notes (i) being considered as (a) being or having been a controlled foreign corporation for U.S. federal income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax; (b) being or having been a “10-percent shareholder” of the Issuer as defined in section 871(h)(3) of the Code (or any amended or successor provision); or (c) being or having been a bank receiving payments on the deduction an extension of withholding tax and which holds the Notes in an exempt securities account credit made pursuant to a loan agreement entered into in the X/N Systemordinary course of its trade or business or (ii) failing to provide an applicable IRS Form W-8 certifying as to such person’s non-U.S. status; (x) that are imposed under Sections 1471 through 1474 of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable) or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or (viixi) in the case of any combination of items clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to x); nor shall Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) be paid with respect to any payment of the principal of (or premiuminterest, if any, on) on any 2028 Note or interest on such any payment in respect of a Note Guarantee to any Holder or beneficial owner such holder who is a fiduciary or a partnership or any Person other than a beneficial owner that is not the sole beneficial owner of such payment, payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such a partnership or the a beneficial owner of such payment would not have been entitled to the such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the actual holder of such the 2028 Note; or. (iiic) if The Issuer, a Guarantor or the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a Paying Agent, as applicable, will (i) make any required withholding or deduction deduction, and (ii) remit the full amount deducted or withheld by presenting it to the relevant Note to another paying agent Relevant Jurisdiction in a Member Stateaccordance with applicable law. (d) If All references in this Indenture, other than in Section 2.01(s) of this Third Supplemental Indenture and Sections 8.02, 8.03 and 8.06 of the Issuer will be obligated Base Indenture, to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) principal or interest, or (iv) any other amount payable if any, on or with respect to the net proceeds received on the sale or exchange of, any of 2028 Notes or any payment made under the Notes, that reference Note Guarantee shall be deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such that context, Additional Amounts are, were or would be payable in respect thereofpayable. (fe) The In addition, the Issuer will shall pay any present or future stamp, court or documentary taxes or any other excise or property taxesissue, charges registration, court, documentary, excise, property, or similar levies that arise Taxes (i) imposed by any Relevant Jurisdiction in any jurisdiction from respect of the execution, issuance, delivery, enforcement or registration of the 2028 Notes, this Indenture any Note Guarantee, the Indenture, or any other related document or instrumentinstrument referred to therein, or the receipt of any payments with respect to the 2028 Notes, excluding taxes, charges or similar levies (ii) imposed by any jurisdiction outside in respect of Luxembourgthe enforcement of the 2028 Notes, any Note Guarantee, the Kingdom Indenture, or any other document or instrument referred to therein. (f) The Issuer’s and a Guarantor’s obligations to pay Additional Amounts if and when due will survive the termination of Belgium, the jurisdiction Indenture and the payment of incorporation all other amounts in respect of the 2028 Notes and shall apply mutatis mutandis to any successor of the Issuer or any jurisdiction in which a paying agent is locatedGuarantor, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any such successor Person to the Issuer is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, and any political subdivision or taxing governmental authority or agency thereof or therein.

Appears in 1 contract

Samples: Third Supplemental Indenture (Delphi Automotive PLC)

Payments of Additional Amounts. (a) All payments made by the Issuer under, or with respect, to the Notes Securities of any series 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 the government of the Kingdom of Belgium, Luxembourg Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If Except as otherwise contemplated by Section 2.01 for Securities of any particular series, if the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesSecurities of such series, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes Securities of such series (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes Securities of such series would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or beneficial owner of the Notes Securities of such series (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner of the NotesSecurities of such series, if the relevant Holder or beneficial owner of the Notes Securities of such series is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later), (ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge, (iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the NotesSecurities of such series, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note Security of such series with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such HolderXxxxxx’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes Securities in an exempt securities account in the X/N System; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note Security of such series for payment within 30 days after the date on which such payment or such Note Security became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the Note such Security been presented on the last day of the 30-day period), (ii) with respect to any payment of principal of (or premium, if any, on) or interest on such Note Security to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such 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 actual holder of such NoteSecurity; or (iii) if the Note such Security is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note Security to another paying agent in a Member State. (d) If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the NotesSecurities of any series, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of NotesSecurities of any series, (iii) interest, or (iv) any other amount payable on or with respect to any of the NotesSecurities of any series, that reference shall be deemed to include 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. (f) The Issuer will 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 NotesSecurities of any series, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the NotesSecurities of any series, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Indenture (Shop 'N Save-Mass, Inc.)

Payments of Additional Amounts. (a) All payments Payments made by the Issuer underIssuer, the Guarantors or with respectthe Paying Agent, to as applicable, on the 2031 Notes shall or in respect of the Guarantees will be made free and clear of, and without withholding or deduction for or on account of, any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Issuer, the Guarantors or the Paying Agent are required to withhold or deduct Taxes by law. (b) If any withholding or deduction for or on account of Taxes imposed or levied by or on behalf of the government of the Kingdom of BelgiumThe Netherlands, 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 is organized or the Guarantors are incorporated, organized, engaged in business or otherwise resident for tax purposes, or any other jurisdiction from or through which any such payment is made made, or in each case any political subdivision or taxing authority or agency thereof or therein (any of the aforementioned beingeach, a “Relevant Taxing Jurisdiction”), unless the Issuer ) is at any time required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction be made from any payment made under or with respect to the Notes2031 Notes or the Guarantees, the Issuer shall or the Guarantors, as applicable, will pay such additional amounts (“Additional Amounts”) on the 2031 Notes or in respect of the Guarantees as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes Holder would have received if such Taxes had not been withheld or deducted; provided, however, provided that the foregoing obligation to pay no Additional Amounts does not apply towill be payable with respect to Taxes: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or the beneficial owner of the Notes such 2031 Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant over, such Holder or beneficial owner, if such Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust trust, partnership, limited liability company or corporation) and the being considered as having a present or former connection with a Relevant Taxing Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the 2031 Notes, the receipt of any payment under or with respect to the 2031 Notes or the Guarantees, or the exercise or enforcement of any rights under or with respect to the 2031 Notes, the Indenture or the Guarantees), including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled therein or a national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein therein; (ii) that would not have been imposed but for the failure of the Holder or any other Person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or beneficial owner, if compliance is required by statute, by regulation of the Relevant Jurisdiction or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such Tax; (biii) payable other than by withholding or deduction from payments of principal of or interest on the presentation 2031 Notes or from payments in respect of the Guarantees; (iv) that would not have been imposed but for a note (where presentation is required) for payment on a date change in law, regulation or administrative or judicial interpretation that becomes effective more than 30 fifteen (15) days after (x) the date on which such payment became becomes due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),; (iiv) any that are estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge,Taxes; (iiivi) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld by any paying agent from any payment of principal of or deducted interest on any 2031 Note, if such payment can be made without such withholding by at least one other paying agent; (vii) that would not have been imposed but for the presentation by the Holder of any 2031 Note, where presentation is required, for payment on a date more than thirty (30) days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later (except to the extent that the Holder would have been entitled to Additional Amounts had the 2031 Note been presented on the last day of such 30-day period); (viii) where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to any European Union Council Directive 2003/48/EC regarding directive on the taxation of savings income and implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000, or any law implementing implementing, or complying with, or introduced in order to conform to such Directive,directive; (viix) any Taxes tax, assessment or other governmental charge that is imposed or withheld in The Netherlands pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), which for the avoidance of doubt shall include (without limitation) any such taxes withheld by the Issuer after the first indication that the Dutch revenue service (Belastingdienst) may be of the view that the Dutch Withholding Tax Act 2021 applies in relation to all or some of the 2031 Notes; (x) that are required imposed under Sections 1471 through 1474 of the Code as of the Issue Date (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to be withheld Section 1471(b) of the Code as of the Issue Date (or deducted on a payment any amended or successor provision that is substantively comparable) or any fiscal or regulatory legislation, rules or practices adopted pursuant to or on behalf of a Holder, who, at any intergovernmental agreement entered into in connection with the time implementation of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 sections of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N SystemCode; or (viixi) in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to x); nor shall Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) be paid with respect to any payment of the principal of (or premiuminterest, if any, on) on any 2031 Note or interest on such Note any payment in respect of the Guarantees to any such Holder or beneficial owner who is a fiduciary or a partnership or any Person other than that is not the sole beneficial owner of such payment, payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such a partnership or the beneficial owner of such payment would not have been entitled to the such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the actual holder Holder of such the 2031 Note; or. (iiic) if The Issuer, the Note is presented for payments by Guarantors or on behalf of a Holder or beneficial owner who would be able to avoid a the Paying Agent, as applicable, will (i) make any required withholding or deduction deduction, and (ii) remit the full amount deducted or withheld by presenting it to the relevant Note to another paying agent Relevant Jurisdiction in a Member Stateaccordance with applicable law. (d) If All references in the Issuer will be obligated Indenture, other than Article Nine of the Base Indenture, to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) principal or interest, or (iv) any other amount payable if any, on or with respect to the net proceeds received on the sale or exchange of, any of 2031 Notes or any payment made under the Notes, that reference Guarantees shall be deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such that context, Additional Amounts are, were or would be payable in respect thereofpayable. (fe) The In addition, the Issuer will shall pay any present or future stamp, court or documentary taxes or any other excise or property taxesissue, charges registration, court, documentary, excise, property, or similar levies that arise Taxes (i) imposed by any Relevant Jurisdiction in any jurisdiction from respect of the execution, issuance, delivery, enforcement or registration of the 2031 Notes, this Indenture the Guarantees, the Indenture, or any other related document or instrumentinstrument referred to therein, or the receipt of any payments with respect to the 2031 Notes, excluding taxes, charges or similar levies (ii) imposed by any jurisdiction outside in respect of Luxembourgthe enforcement of the 2031 Notes, the Kingdom of BelgiumGuarantees, the jurisdiction Indenture, or any other document or instrument referred to therein. (f) The Issuer’s and the Guarantors’ respective obligations to pay Additional Amounts if and when due will survive the termination of incorporation the Indenture and the payment of all other amounts in respect of the 2031 Notes and shall apply mutatis mutandis to any successor of the Issuer or any jurisdiction in which a paying agent is locatedGuarantor, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which (other than the United States or any successor Person to state thereof or the Issuer is organized District of Columbia, or any political subdivision of any such state or the District of Columbia, or taxing authority or agency thereof or therein) in which such successor is incorporated, organized, engaged in business or otherwise resident for tax purposes, and any political subdivision or governmental authority thereof or therein.

Appears in 1 contract

Samples: First Supplemental Indenture (LKQ Corp)

Payments of Additional Amounts. If, after the date hereof, the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to Lender, or compliance by Lender with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date: (a) All payments shall subject Lender to any Tax of any kind whatsoever (other than Excluded Taxes) with respect to the Loans made by it or its obligation to make the Issuer underLoans, or with respectchange the basis of taxation of payments to Lender in respect thereof (except for changes in Income Taxes of Lender or its applicable lending office or any affiliate thereof); (b) shall impose, to modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxadvances, duty, levy, impost, assessment loans or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf extensions of the government of the Kingdom of Belgium, Luxembourg or any political subdivision or any authority or agency therein or thereof having power to taxcredit by, or any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposesacquisition of funds by, or any jurisdiction from or through which any payment is made (any office of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later), (ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge, (iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes, (iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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 Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N SystemLender; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary duplication of the foregoing, shall impose on Lender any other condition or reduces any amount receivable by Lender in connection with its Loans or participations therein, or requires Lender to make any payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except calculated by reference to the extent that such beneficiary would have been entitled to Additional Amounts had amount of its Loans or participations therein held or interest or fees received by it, by an amount deemed material by Lender; and the Note been presented on the last day result of any of the 30-day period), (ii) with foregoing is to increase the cost to Lender of making or maintaining the Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to any payment of principal of (or premiumBorrower from Lender, if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such 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 actual holder of such Note; or (iii) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. (d) If the Issuer will Borrower shall be obligated to promptly pay Additional Amounts with respect Lender, upon its written demand, any additional amounts necessary to any payment under compensate Lender for such increased cost or with respect to the Notesreduced amount receivable. For purposes of this Section 3.3, the Issuer will deliver to Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all rules, guidelines, and directives promulgated by the Trustee 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 shall notify the Trustee promptly thereafter) 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 and beneficial owners on the relevant payment date. (e) Upon requestBank for International Settlements, the Issuer will provide the Trustee with official receipts Basel Committee on Banking Supervision or other documentation satisfactory U.S. or foreign Governmental Authorities pursuant to Basel III, regardless of when promulgated or effective, and any change in the Trustee evidencing interpretation thereof by any Governmental Authority having the payment of authority to interpret or enforce the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentioned, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) any other amount payable on or with respect to any of the Notes, that reference same shall be deemed to include payment be a change in a Requirement of Additional Amounts provided for Law regardless of when promulgated, adopted or otherwise effective. If Lender desires to claim any additional amounts pursuant to this Section 3.3, it shall provide written notice thereof to Borrower certifying (x) that one of the events described in this Section 3.3 has occurred and describing in reasonable detail the nature of such event, (y) as to the extent that, in increased cost or reduced amount resulting from such context, Additional Amounts are, were or would be payable in respect thereof. event and (fz) The Issuer will 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 as to the execution, delivery, enforcement or registration additional amount demanded by Lxxxxx and a reasonably detailed explanation of the Notes, calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Indenture or any other related document or instrument, or Subsection 3.3.1 submitted by Lender to Borrower shall be conclusive and binding on the receipt parties hereto in the absence of any payments with respect to manifest error. This covenant shall survive the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside termination of Luxembourg, this Agreement and the Kingdom of Belgium, the jurisdiction of incorporation of any successor repayment of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the TrusteeObligations. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Loan Agreement (Banzai International, Inc.)

Payments of Additional Amounts. (a) All payments in respect of the Securities, including without limitation, payments of principal interest, if any, and premium, if any, shall be made by the Issuer under, or with respect, to the Notes shall be made free and clear of, and Company without withholding or deduction for or on account of, of any present or future taxtaxes, dutyduties, levylevies, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) charges of whatever nature in effect on the date of the Indenture or imposed or levied established in the future by or on behalf of the government of the Kingdom of Belgium, Luxembourg or any political subdivision The Netherlands or any authority or agency therein or thereof having power to tax, or (a "Netherlands Tax"). In the event any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer such Netherlands Tax is so required to withhold imposed or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notesestablished, the Issuer Company shall pay such additional amounts ("Additional Amounts") as may be necessary so in order that the net amount received amounts receivable by the Holders and beneficial owners of the Notes (including Additional Amounts) each Holder after such any payment, withholding or deduction will not be less than in respect of such Netherlands Tax shall equal the amount the Holders respective amounts of principal, interest, if any, and beneficial owners premium, if any, which would have been receivable in respect of the Notes would have received if Security in the absence of such Taxes had not been withheld payment, withholding or deducteddeduction; provided, however, that the foregoing obligation amounts with respect to pay the Netherlands tax shall be payable only to Holders that are not residents in The Netherlands for purposes of its tax; and provided further, that the Company shall not be required to make any payment of Additional Amounts does not apply tofor or account of: (i1) any Taxes tax, assessment or other governmental charge that would not have been so imposed but for (a) the existence of any present or former connection between the relevant such Holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant Holder or beneficial owner of the Notessuch Holder, if the relevant such Holder or beneficial owner of the Notes is an estate, trust partnershiptrust, limited liability company partnership or corporation) and the Relevant Taxing Jurisdiction (The Netherlands, or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such holder Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein therein, but excluding the mere holding of the Securities or the receipt of principal, any interest or any premium on the Securities; (b2) any tax, assessment or other governmental charge that would not have been imposed but for the presentation of a note Security (where presentation is required) for payment on a the date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is was duly provided for, whichever occurs occurred later),; (ii3) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge,; (iii4) any Taxes tax, assessment or other governmental charge which are is payable otherwise other than by withholding from payments of (or in respect of) principal of or any premium or any interest on the Securities; (5) any tax, assessment or other governmental charge that would not have been imposed or withheld if such Holder had made a declaration of nonresidence or other similar claim for exemption or presented any applicable form of certificate, upon the making or presentation of which that Holder would either have been able to avoid such tax, assessment or charge or to obtain a refund of such tax, assessment or charge; (6) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, premium premium, if any, or any interest on, the Notes,any Security, if such payment can be made without such withholding by any other paying agent; (iv7) any Taxes that are withholding or deduction imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of on a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the 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), payment which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax, (v) any Taxes that are required to be withheld or deducted on a payment to an individual made pursuant to a European Union Council Directive 2003/48/EC regarding directive on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to to, such Directive, (vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N Systemdirective; or (vii) 8) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above. (c) The Issuer also will not be required to pay Additional Amounts: (i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to ; nor shall Additional Amounts had the Note been presented on the last day of the 30-day period), (ii) be paid with respect to any payment of the principal of (or of, premium, if any, on) or any interest on such Note any Security to any such Holder or beneficial owner who is a fiduciary or a partnership or any Person a beneficial owner who is other than the sole beneficial owner of such payment, payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such a partnership or the a beneficial owner of such payment would not have been entitled to the such Additional Amounts Amount had such beneficiary, settlor, member or beneficial owner it been the actual holder Holder of such Note; or (iii) if the Note Security. Whenever in this Security or in the Indenture there is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. (d) If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee 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 datereference, in which case the Issuer shall notify the Trustee promptly thereafter) 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 context, to enable the Paying Agent to pay Additional Amounts to Holders and beneficial owners on the relevant payment date. (e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Indenture there is mentionedprincipal of, in any context: (i) the payment of principal, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) if any, on, or in respect of, any other amount payable on or with respect to any of the NotesSecurity, that reference such payment shall be deemed to include 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. of such payment pursuant to the provisions hereof or thereof and express mention of the payment of Additional Amounts (fif applicable) The Issuer will 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, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, provision hereof shall not be construed as excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction Additional Amounts in which a paying agent those provisions hereof where such express mention is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trusteenot made. (g) The preceding provisions will 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 is organized or any political subdivision or taxing authority or agency thereof or therein.

Appears in 1 contract

Samples: Indenture (TPG Nv)

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