Qualifying Banks. In relation to any Borrower that is organized under the law of Switzerland, the Administrative Agent and the Lenders shall ensure that assignments or transfers may not be effected if after giving effect to such assignments or transfers there would be more than 20 Lenders (including participants and subparticipants) that are not Qualifying Banks in relation to any such Borrower.
Qualifying Banks. If any Bank is not or ceases to be a Qualifying Bank then it shall promptly notify the relevant Obligor upon becoming aware of the same and the relevant Obligor shall not be obliged to pay such Bank under clause 8.5 any amount in excess of the amount it would have been obliged to pay if such Bank was or had not ceased to be a Qualifying Bank provided that this clause 8.6 shall not apply (and the relevant Obligor shall be obliged to comply with its obligations under clause 8.5) if after today's date there shall have been any change in, or in the interpretation or application of, any relevant law, directive, treaty (including, without limitation, any applicable double tax treaty) or regulation or practice of any applicable taxation authority and as a result thereof the relevant Bank ceases to be a Qualifying Bank or the relevant Obligor will be required to make deduction or withholding on account of tax irrespective of whether the recipient of the relevant payment is or is not a Qualifying Bank. Each Bank confirms to each of the Obligors that it is a Qualifying Bank.
Qualifying Banks. (a) Subject to paragraph (b) below, if a Bank is not or ceases to be a Qualifying Bank in respect of the U.K., no Obligor will be liable to pay to that Bank under Clause 13.1 (Gross-up), any amount in respect of taxes levied or imposed by the U.K. or any taxing authority of or in the U.K. in excess of the amount it would have been obliged to pay if that Bank had been, or had not ceased to be, a Qualifying Bank in respect of the U.K.
(b) Paragraph (a) above does not apply if a Bank ceases to be a Qualifying Bank in respect of the U.K. as a result of the introduction of, change in, or any change in the interpretation, administration or application of, any law or regulation or any practice or concession of the U.K. Inland Revenue occurring after the date of this Agreement.
(c) Each Bank represents and warrants to each Obligor that it is a Qualifying Bank in respect of the U.K. on the date of this Agreement or, in the case of a Bank which becomes a Party after the date of this Agreement, on the date it becomes a Party. If at any time after the date of this Agreement any Bank is aware that it is not or will cease to be a Qualifying Bank in respect of the U.K., it shall promptly notify the Agent and the Company.
(d) Each U.K. Treaty Bank shall, subject to paragraph (e) below, deliver to each Borrower incorporated in the U.K. via the Agent on the date it becomes a Party (and prior to the expiry of any such form previously provided by that U.K. Treaty Bank), all such forms required to allow that Borrower to make payments to that U.K. Treaty Bank without deduction or withholding in respect of any tax imposed by the U.K.
(e) No Bank is obliged to deliver any form(s) under paragraph (d) above if that Bank is unable to complete the form(s) in a manner which will enable any Borrower incorporated in the U.K. to make payments to that Bank without deduction or withholding in respect of taxes imposed by the U.K as a result of the introduction of or any change in, or in the interpretation or application by any relevant authority of, any law, treaty or regulation or any practice, position or concession of the U.K., Inland Revenue after the date of this Agreement.
Qualifying Banks. 51 8.7 Claw-back of Tax benefit........................................... 51 8.8 Certification to secure a Tax benefit.............................. 52 8.9 Bank accounts...................................................... 53 8.10 Partial payments................................................... 53 8.11 Calculations....................................................... 54 8.12
Qualifying Banks. If any Finance Party is not or ceases to be a Qualifying Bank then it shall promptly notify the Original Borrower upon becoming aware of the same and the relevant Obligor shall not be obliged to pay such Finance Party under clause 9.5 any amount in excess of the amount it would have been obliged to pay if such Finance Party was or had not ceased to be a Qualifying Bank provided that this clause 9.6 shall not apply (and the relevant Obligor shall be obliged to comply with its obligations under clause 9.5) if after the date of this Agreement (or, in the case of a Finance Party which became a party to this Agreement after the date of this Agreement, the date on which it became a party) there shall have been any change in, or in the interpretation or application of, any relevant law, directive, treaty (including, without limitation any applicable double taxation treaty) or regulation or practice of any applicable taxation authority and as a result thereof the relevant Finance Party ceases to be a Qualifying Bank or the relevant Obligor will be required to make a deduction or withholding on account of tax irrespective of whether the recipient of the relevant payment is or is not a Qualifying Bank.
Qualifying Banks. (a) If, otherwise than as a result of the introduction of, change in, or change in the interpretation, administration or application of, any law, treaty or regulation or any practice or concession of the UK Inland Revenue occurring after the date of this Agreement, a Bank is not or has ceased to be a Qualifying Bank or is not or has ceased to be beneficially entitled to all interest received by it in respect of advances made by it under this Agreement, the Company will not be liable to pay to or for the account of that Bank under Clause 11.1 (Gross-up) any amount in respect of taxes levied or imposed by the UK or any taxing authority of or in the UK in excess of the amount it would have been obliged to pay if that Bank had been, or had not ceased to be a Qualifying Bank and had been beneficially entitled to all interest received by it in respect of advances made by it under this Agreement.
(b) Each Bank warrants and represents to the Company on the date of this Agreement or (if later) on the date on which it becomes a Party that it is a Qualifying Bank and is beneficially entitled to all interest receivable by it in respect of advances made by it under this Agreement.
(c) Each Bank which ceases to be a Qualifying Bank or which ceases to be beneficially entitled to interest received by it in respect of advances made by it under this Agreement will notify the Company forthwith upon becoming aware that it has so ceased.
Qualifying Banks. If:
10.3.1 on the Signing Date, any Bank which is a Party on the Signing Date is not a Qualifying Bank; or
10.3.2 after the Signing Date, a Bank ceases to be a Qualifying Bank, other than as a result of the introduction, suspension, withdrawal or cancellation of, or change in, or change in the official interpretation, administration or official application of, any law, regulation having the force of law, tax treaty or any published practice or published concession of Her Majesty’s Revenue & Customs or any other relevant taxing or fiscal authority in any jurisdiction with which the relevant Bank has a connection, occurring after the Signing Date or, if later, the date on which that Bank becomes a Party; or
10.3.3 on the date of any assignment, transfer or novation under Clause 26 (Changes to the Parties) a New Bank (as such term is defined in that Clause) is not a Qualifying Bank, then no UK Resident Borrower shall be liable to pay to that Bank under Clause 10.1 (Gross-up) any amount in respect of taxes levied or imposed by the UK or any taxing authority of or in the UK in excess of the amount (if any) it would have been obliged to pay if that Bank had been, or had not ceased to be, a Qualifying Bank.
Qualifying Banks. 16.6.1 No Obligor shall be required to pay an additional amount under this clause 16 (Taxes) if the relevant Finance Party either:
16.6.1.1 is not at the date it becomes a party to this Agreement a Qualifying Bank; or
16.6.1.2 ceases after the date it becomes a party to this Agreement to be a Qualifying Bank, and, in either case, the obligation to deduct or withhold would not have arisen if the relevant Finance Party had been or had not ceased to be a Qualifying Bank, unless such Finance Party ceases to be a Qualifying Bank as a result of a change in any applicable law, regulation, practice or concession of any taxation authority (whether in the United Kingdom or elsewhere).
16.6.2 Each Bank warrants to each Obligor that as at the date of this Agreement and, as at the date it gives its approval to a Subsidiary Borrower not resident in the United Kingdom, acceding to this Agreement in such capacity pursuant to clause 26.1 (Delivery of Subsidiary Borrower's Accession Memorandum) (or, in the case of a New Bank, at the date of the relevant Novation Certificate or, in the case of an assignee of a Bank, as at the date on which the assignment to such assignee becomes effective) it is a
Qualifying Banks. Each Bank warrants that it is a Qualifying Bank as at the date it becomes a party to this Agreement.
Qualifying Banks. (a) Each Bank warrants that it is a Qualifying Bank.
(b) Each Bank which makes an Advance to a UK Borrower warrants that it is a Qualifying Bank by virtue of paragraph (a) of the definition of Qualifying Bank.
(c) Each Bank agrees promptly to notify the Agent and the Borrowers if it ceases, or intends to cease, to be a Qualifying Bank, or, if it derives its status, or intends to derive its status, as a Qualifying Bank from a different paragraph or sub paragraph of the definition of Qualifying Bank.
(d) Subject to clause 10.7(e), each Bank which makes an Advance to a UK Borrower agrees that it will not cease to be within the charge to UK corporation tax as respects any interest payable on that Advance, as long as that Borrower is a UK Borrower and is obliged under this Agreement to pay interest to such Bank in respect of an Advance made by that Bank to that Borrower.
(e) In the event that the Parent and the Agent (acting reasonably) agree that interest paid under this Agreement by a UK Borrower to a Bank is not treated as a distribution for UK Tax purposes, clause 10.7(d) shall not apply.
