PHILIPPINES. NOTIFICATIONS
PHILIPPINES. As of 31 December 2008, the Philippine Bureau of Internal Revenue (BIR), had assessed APO, Solid, IQAC, ALQC and CSPI, our operating subsidiaries in the Philippines, for deficiency taxes covering taxable years 1998-2005 amounting to a total of approximately 1,994 million Philippine Pesos (approximately U.S.$41.96 million as of 31 December 2008, based on an exchange rate of Philippine Pesos 47.52 to U.S.$1.00, which was the Philippine Peso/Dollar exchange rate on 31 December 2008 as published by the Bangko Sentral ng Pilipinas, the central bank of the Republic of the Philippines). The majority of the tax assessments result primarily from the disallowance of APO’s income tax holiday incentives for taxable years 1999 to 2001 (approximately Philippine Pesos 1,078 million or U.S.$22.68 million as of 31 December 2008, based on an exchange rate of Philippine Pesos 47.52 to U.S.$1.00). We have contested the BIR’s assessment, arising from the disallowance of the ITH incentive, with the Court of Tax Appeals (CTA). The initial Division ruling of the CTA was unfavorable, but is subject to further appeal with the CTA as a whole. The assessment is now currently on appeal with the CTA En Banc. A motion was filed with the CTA, requesting the court to hold APO totally not liable for alleged income tax liabilities for all the years covered and to this end cancel and withdraw APO’s deficiency income tax assessments for taxable years 1999, 2000 and 2001 on the basis of APO’s availment of the tax amnesty described below. As of 31 December 2008, resolution on the aforementioned motion is still pending.
PHILIPPINES. There are no country-specific provisions. SAUDI ARABIA There are no country-specific provisions.
PHILIPPINES. 10.2 Items for Which IBM Is not Liable The following replaces the terms of Item 10.2b:
PHILIPPINES. Section 4.A is deleted and replaced with: Title to the Product and all modifications thereto shall remain with Arcserve. The Product is a trade secret and the proprietary property of Arcserve or its licensors. Usage rights respecting the Product may not be exchanged for any other Arcserve product. Licensee and its employees will keep the Product and the terms of this Agreement strictly confidential. To the maximum extent permitted by applicable law, Licensee will not disclose, de-compile, disassemble nor otherwise reverse engineer the Product.
PHILIPPINES. The following replaces the terms of Item 11.2b of Subsection 11.2 (Items for Which Lenovo is Not Liable) special (including nominal and exemplary damages), moral, incidental, or indirect damages or for any economic consequential damages; or SINGAPORE
PHILIPPINES. Section 15.7 is replaced with the following wording:
PHILIPPINES. The Philippine Bureau of Internal Revenue (the “BIR”) had assessed APO, Solid, IQAC, ALQC and CSPI, our operating indirect subsidiaries in the Philippines, for deficiency taxes covering taxable years 1998 to 2005 amounting to a total of approximately 1,994 million Philippine Pesos (approximately US$41.25 million as of 31 March 2009, based on an exchange rate of Philippine Pesos 48.33 to US$1.00, which was the Philippine Peso/Dollar exchange rate on 31 March 2009, as published by the Bangko Sentral ng Pilipinas, the Central Bank of the Republic of the Philippines). The majority of the tax assessments pending with the Court of Tax Appeals (the “CTA”) as of 31 March 2009 result primarily from the disallowance of APO’s income tax holiday incentives (the “ITH Case”) for taxable years 1999 to 2001 (approximately Philippine Pesos 1,200 million, or US$24.82 million, as of 31 March 2009, based on an exchange rate of Philippine Pesos 47.52 to US$1.00). However, on 12 February 2009, APO received a decision from the Court of Tax Appeals considering the deficiency income tax assessments for taxable years 1999 to 2001, mentioned above, as cancelled and set aside solely in view of APO’s availment of the Tax Amnesty under RA 9480. The CTA considered the ITH Case as “closed and terminated.” As of the end of March 2009 the BIR, did not file an appeal to the Supreme Court, thus rendering the subject decision of the CTA in the ITH Case as final and executory. APO is no longer liable for the income tax assessment and is not required to make further payments in this case. As to the remaining tax cases pending with the CTA, the CTA has given an order in open court requiring counsel for APO and Solid to file a Motion to Cancel Assessment on the basis of APO’s and Solid’s availment of the benefits of a tax amnesty for taxable year 2005 and prior years. APO and Solid submitted all necessary documents and fully paid the amnesty tax according to law and its implementing rules and regulations. The availment of the amnesty resulted in immunity for our Philippine subsidiaries from their alleged tax liabilities and penalties (civil, criminal, or administrative) arising from their alleged failure to pay the tax for 2005 and prior years. This includes APO’s alleged income tax liability for 1999, 2000 and 2001, which continues to be pending with the CTA. The amnesty program, however, does not cover withholding tax liabilities. With this development, we expect the dismissal of all tax assess...
PHILIPPINES. No country-specific provisions.
PHILIPPINES. 1. If Your Firm and Citibank, NA Philippine Branch (“Citibank Philippines”) have not entered into any ISDA or other master agreement governing Transactions of the type You engage in using the System, the Transactions and corresponding Confirmations with Citibank Philippines shall supplement, form a part of, and be subject to, a single agreement (“Single Agreement”) in the form of the ISDA 2002 Master Agreement as published by ISDA (the “ISDA Form”) as if, on the date that you click accept the Agreement, Your Firm and Citibank Philippines had executed a separate Single Agreement in the ISDA Form (but without any Schedule except (i) for the election of English Law as the governing law; (ii) the submission to the exclusive jurisdiction of the Courts of England and Wales in connection with all matters relating to such Single Agreement, the Transactions, Confirmations and any other non- contractual obligations arising out of or in connection with such Single Agreement, the Transactions, Confirmations; and Your Firm waives any objection to the laying of venue in, and any claim of inconvenient forum with respect to these courts and Section 13(b) of the ISDA Form shall be deemed to have been amended accordingly; and Your Firm also irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Single Agreement, the Transactions and Confirmations;
