Common use of Redemption for Changes in Withholding Taxes Clause in Contracts

Redemption for Changes in Withholding Taxes. The Issuers may redeem all the Floating Rate Notes, all the Fixed Rate Notes or all Notes, at their option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts with respect to such Notes as a result of: (1) a change in or an amendment to the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein); or (2) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the Issue Date and the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Prior to publishing or mailing notice of redemption of any Notes as described above, the Issuers shall deliver to the Trustee an Officers’ Certificate to the effect that the Issuers cannot avoid their obligation to pay Additional Amounts with respect to such Notes by taking reasonable measures available to the Issuers. The Issuers shall also deliver an opinion of independent legal counsel of recognized standing stating that the Issuers would be obligated to pay Additional Amounts with respect to such Notes as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Redemption for Changes in Withholding Taxes. The Issuers may redeem all the Floating Rate Notes, all the Fixed Rate Notes or all Notes, at their option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to such the Notes, any Additional Amounts with respect to such the Notes as a result of: (1) a change in or an amendment to the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein); or (2) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the Issue Date and the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Prior to publishing or mailing notice of redemption of any Notes as described above, the Issuers shall deliver to the Trustee an Officers’ Certificate to the effect that the Issuers cannot avoid their obligation to pay Additional Amounts with respect to such Notes by taking reasonable measures available to the Issuers. The Issuers shall also deliver an opinion of independent legal counsel of recognized standing stating that the Issuers would be obligated to pay Additional Amounts with respect to such Notes as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Redemption for Changes in Withholding Taxes. The Issuers Securities may redeem all the Floating Rate Notes, all the Fixed Rate Notes or all Notesbe redeemed, at their optionthe option of the Issuers, as a whole, but not in part (limited to Securities with respect to which payment of an Additional Amount is or may be required), at any time as at a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of redemption price equal to the principal amount thereof, plus together with accrued and unpaid interest (and Additional Interest, if any) , to the date of fixed for redemption (subject and any Additional Amounts payable with respect thereto, if the Issuers determine and certify to the right Trustee immediately prior to the giving of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Issuers such notice that (i) they have become or would will become obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any pay Additional Amounts with in respect to of such Notes Securities as a result of: (1) a of any change in or an amendment to the laws (including or any regulations or rulings promulgated thereunder) of Canada (The Netherlands or any relevant jurisdiction or any political subdivision or taxing authority thereof or therein); or (2) therein affecting taxation, or any change in or amendment to any the official position regarding the application or interpretation of such laws laws, regulations or regulationsrulings (including a holding by a court of competent jurisdiction) which change, which change amendment, application or amendment is announced or interpretation becomes effective on or after the Issue Date and (ii) such obligation cannot be avoided by the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Prior to publishing or mailing them, provided, that no such notice of redemption of any Notes as described above, the Issuers shall deliver be given earlier than 60 days prior to the Trustee an Officers’ Certificate to the effect that the Issuers cannot avoid their obligation to pay Additional Amounts with respect to such Notes by taking reasonable measures available to the Issuers. The Issuers shall also deliver an opinion of independent legal counsel of recognized standing stating that earliest date on which the Issuers would be obligated to pay such Additional Amounts with if a payment in respect to such Notes as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulationsSecurities was then due.

Redemption for Changes in Withholding Taxes. The Issuers Issuer may redeem all all, but not less than all, of the Floating Rate Notes, all the Fixed Rate Notes or all Notes, at their option, at any time as a whole but not in parttime, upon not less than 30 nor more than 60 days’ ' notice, at 100% of the aggregate principal amount thereofof the Notes, plus together with accrued and unpaid interest (and Special Interest, if any) , to the date of redemption (subject to Redemption Date, if the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Issuers have Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to such the Notes, any Additional Amounts with respect to such Notes as a result of: (1) of a change in or an amendment to the laws (including any regulations promulgated thereunder) of Canada (a Relevant Taxing Jurisdiction, or any political subdivision or taxing authority thereof or therein); or (2) any change in or amendment to any official position of any governmental agency, taxing authority or regulatory authority regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the Issue Date date of this offering circular (a "CHANGE IN LAW"), and the Issuers Issuer cannot avoid such obligation by taking reasonable measures available to it. Before the Issuers. Prior to publishing Issuer publishes or mailing mails notice of redemption of any the Notes as described above, the Issuers Issuer shall deliver to the Trustee an Officers’ ' Certificate to the effect that the Issuers it cannot avoid their its obligation to pay Additional Amounts with respect to such Notes by taking reasonable measures available to the Issuers. The Issuers shall also deliver it and an opinion of independent legal counsel of recognized standing stating that the Issuers Issuer would be obligated to pay Additional Amounts with respect to such Notes as a result of a change Change in tax laws Law. No such notice of redemption may be given more than 60 days before or regulations or more than 90 days after the application or interpretation Issuer first becomes aware of such laws or regulationsits liability to pay any Additional Amounts as a result of a Change in Law.

Redemption for Changes in Withholding Taxes. The Issuers may redeem all the Floating Rate Notes, all the Fixed Rate Notes or all Notes, at their option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Issuers have become or would become obligated to pay, on the next date on which any amount would be payable with respect to such Notes, any Additional Amounts with respect to such the Notes as a result of: (1) a change in or an amendment to the laws (including any regulations promulgated thereunder) of Canada (or any political subdivision or taxing authority thereof or therein); or (2) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the Issue Date and the Issuers cannot avoid such obligation by taking reasonable measures available to the Issuers. Prior to publishing or mailing notice of redemption of any Notes as described above, the Issuers shall deliver to the Trustee an Officers’ Certificate to the effect that the Issuers cannot avoid their obligation to pay Additional Amounts with respect to such Notes by taking reasonable measures available to the Issuers. The Issuers shall also deliver an opinion of independent legal counsel of recognized standing stating that the Issuers would be obligated to pay Additional Amounts with respect to such Notes as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Redemption for Changes in Withholding Taxes. The Issuers may Company will be entitled to redeem all the Floating Rate Notes, all the Fixed Rate Notes or all Notes, at their its option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event that the Issuers have Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to such the Notes, any Additional Amounts with respect to such Notes or indemnification payments as a result of: (1) : • a change in or an amendment to the laws (including any regulations promulgated thereunder) of Canada (a Taxing Jurisdiction, which change or any political subdivision amendment is announced after May •, 2004; or taxing authority thereof or therein); or (2) • any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after May •, 2004, and, in each case, the Company or becomes effective on or after the Issue Date and the Issuers Guarantor, as applicable, cannot avoid such obligation by taking reasonable measures available to it. Before the Issuers. Prior to publishing Company publishes or mailing mails notice of redemption of any the Notes as described above, the Issuers shall it will deliver to the Trustee an Officers’ Certificate to the effect that the Issuers it cannot avoid their its obligation to pay Additional Amounts with respect to such Notes by taking reasonable measures available to the Issuers. The Issuers shall also deliver it and an opinion of independent legal counsel of recognized standing stating that the Issuers Company or the Guarantor, as applicable, would be obligated to pay Additional Amounts with respect to such Notes as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Redemption for Changes in Withholding Taxes. (a) The Issuers may redeem all Securities shall be subject to redemption at the Floating Rate Notes, all option of the Fixed Rate Notes Issuer or all Notes, at their optionthe Company, at any time time, as a whole but not in part, upon not less than 30 nor more than 60 days’ ' notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) and liquidated damages to the date of redemption (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Issuers have Issuer or the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to such Notesthe Securities or the Note Guarantee, any Additional Amounts with respect to such Notes as a result of: of (1i) a change in or an amendment to the laws (including any regulations promulgated thereunder) of Canada any Relevant Taxing Jurisdiction or (or any political subdivision or taxing authority thereof or therein); or (2ii) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the Issue Date date of this Indenture; and in the Issuers case of clauses (i) and (ii) above, the Issuer or the Company cannot avoid such obligation by taking reasonable measures available to the Issuers. Issuer or the Company. (b) Prior to publishing or mailing the notice of redemption of any Notes as described abovegiven in accordance with the foregoing paragraph 6(a), the Issuers Issuer or the Company shall deliver to the Trustee an Officers’ ' Certificate to the effect that the Issuers Issuer or the Company cannot avoid their the Issuer's or the Company's obligation to pay Additional Amounts with respect to such Notes by taking reasonable measures available to the IssuersIssuer or the Company. The Issuers Issuer or the Company shall also deliver an opinion of independent legal counsel of recognized standing stating that the Issuers Issuer or the Company would be obligated to pay Additional Amounts with respect to such Notes as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.

Redemption for Changes in Withholding Taxes. The Issuers Issuer may redeem all the Floating Rate Notes, all the Fixed Rate Notes or all Notes, at their its option, at any time as a in whole but and not in part, upon not less than 30 nor more than 60 days’ noticeat any time, at a redemption price equal to 100% of the aggregate principal amount thereof, of the Notes plus accrued and unpaid interest (including, but not limited to, Additional Interest, if any) to but excluding the redemption date of redemption (subject to if the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)Company or any Guarantor has become, in the event the Issuers have become or would become become, after taking reasonable measures, if any; available to it to avoid it from being, obligated to pay, pay on the next date on which any amount would be payable under or with respect to such the Notes, any Additional Amounts with respect to such Notes as a result of: (1) a of any change in or an amendment to the laws (including any or regulations promulgated thereunder) of Canada the United Kingdom (or any political subdivision or taxing authority thereof or thereinby any authority or agency therein or thereof having power to tax); or (2) , or any change in or amendment to any official position or administration or assessing practices regarding the application or interpretation of such laws or regulations, which change or amendment is announced or becomes effective on or after the Issue Date and the Issuers cannot avoid such obligation by taking reasonable measures available to the IssuersDate. Prior to publishing or mailing the distribution of any notice of redemption of any Notes as described abovepursuant to this Section 3.01(c), the Issuers Issuer shall deliver to the Trustee a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an Officers’ Certificate Opinion of Counsel to the effect that the Issuers cannot avoid their obligation to pay Additional Amounts with respect to such Notes by taking reasonable measures available to Issuer or any Guarantor, as the Issuers. The Issuers shall also deliver an opinion of independent legal counsel of recognized standing stating that the Issuers would be case may be, has or will become obligated to pay Additional Amounts with respect to such Notes as a result of a such change in tax laws or regulations or the application or interpretation of such laws or regulationsamendment.

Redemption for Changes in Withholding Taxes. The Issuers may Company will be entitled to redeem all the Floating Rate Notes, all the Fixed Rate Notes or all Notes, at their its option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of holders Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event that the Issuers have Company or the Guarantor has become or would become obligated to pay, on the next date on which any amount would be payable with respect to such the Notes, any Additional Amounts with respect to such Notes or indemnification payments as a result of: (1) : • a change in or an amendment to the laws (including any regulations promulgated thereunder) of Canada (a Taxing Jurisdiction, which change or any political subdivision amendment is announced after May 13, 2004; or taxing authority thereof or therein); or (2) • any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after May 13, 2004, and, in each case, the Company or becomes effective on or after the Issue Date and the Issuers Guarantor, as applicable, cannot avoid such obligation by taking reasonable measures available to it. Before the Issuers. Prior to publishing Company publishes or mailing mails notice of redemption of any the Notes as described above, the Issuers shall it will deliver to the Trustee an Officers’ Certificate to the effect that the Issuers it cannot avoid their its obligation to pay Additional Amounts with respect to such Notes by taking reasonable measures available to the Issuers. The Issuers shall also deliver it and an opinion of independent legal counsel of recognized standing stating that the Issuers Company or the Guarantor, as applicable, would be obligated to pay Additional Amounts with respect to such Notes as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.