Tax Certificates. Each Lender that is organized under the laws of any jurisdiction other than the United States shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Lender (including Internal Revenue Service Form 1001, Form 4224, Form W-8 or Form W-9, or any successor form, or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that such Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Lender under Section 2.10(b)(iii) if such Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Lender shall have satisfied such requirements on the Effective Date (in the case of each Lender listed on the signature pages hereof) or on the effective date of the Assignment and Acceptance Agreement pursuant to which it becomes a Lender (in the case of each other Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.10(b)(iii) in the event that, as a result of any change in applicable law, such Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in the immediately preceding sentence.
Tax Certificates. 10.5.1 All Limited Partners or Assignees (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) are required to provide the Partnership with a properly completed Tax Certificate.
10.5.2 If a Limited Partner or Assignee (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) fails to provide the Partnership with a properly completed Tax Certificate, the General Partner may request at any time and from time to time, that such Limited Partner or Assignee (or Beneficial Owner) shall, within 15 days after request (whether oral or written) therefore by the General Partner, furnish to the Partnership, a properly completed Tax Certificate. If a Limited Partner or Assignee fails to furnish to the General Partner within the aforementioned 15-day period such Tax Certificate, the Units owned by such Limited Partner or Assignee (or in the case of a Limited Partner or Assignee that holds Units on behalf of a Beneficial Owner, the Units held on behalf of the Beneficial Owner) shall be subject to redemption in accordance with the provisions of Article 10.6.
Tax Certificates. (x) Promptly, and in any event within 15 Business Days after the due date (with extensions) for filing the final Federal income tax return in respect of each taxable year, a certificate (a “Tax Certificate”), signed by the President or the Chief Financial Officer of the Borrower, stating that the Loan Parties have paid to the Internal Revenue Service or other taxing authority, the full amount that the Loan Parties are required to pay in respect of Federal income tax for such year and that the Loan Parties have received any amounts payable to them, and have not paid amounts in respect of taxes (Federal, state, local or foreign) in excess of the amount they are required to pay, under the Tax Agreement in respect of such taxable year, and (y) all correspondence between any Loan Party and the Internal Revenue Service or other taxing authority relating to any request for, grant of and compliance with any extensions granted with respect to the filing of any income tax returns.
Tax Certificates. 10.5.1 All Limited Partners or Assignees (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) are required to provide the Partnership with a properly completed Tax Certificate. In addition, each Limited Partner or Assignee (or Beneficial Owner) agree to provide any additional information requested by the General Partner in order to allow the Partnership to comply with its U.S. federal income tax reporting obligations and its obligations under the “Foreign Account Tax Compliance Act” under Code Sections 1471-1474 (or any successor provisions) and any similar provision in any state and local or foreign law (including common reporting standards). In the case of any Limited Partner or Assignee (or Beneficial Owner) that is not a United States person and that is not a natural person, the required information to be provided by the Limited Partner or Assignee (or Beneficial Owner) will include information required by the applicable Tax Certificate or otherwise requested by the General Partner concerning its owners.
10.5.2 If a Limited Partner or Assignee (or, if the Limited Partner or Assignee is a nominee holding for the account of a Beneficial Owner, the Beneficial Owner) fails to provide the Partnership with a properly completed Tax Certificate (or other information requested by the General Partner in accordance with Section 10.5.1), the General Partner may request at any time and from time to time, that such Limited Partner or Assignee (or Beneficial Owner) shall, within 15 days after request (whether oral or written) therefore by the General Partner, furnish to the Partnership, a properly completed Tax Certificate (or other information requested by the General Partner in accordance with Section 10.5.1). If a Limited Partner or Assignee (or Beneficial Owner) fails to furnish to the General Partner within the aforementioned 15-day period such Tax Certificate (or other information requested by the General Partner in accordance with Section 10.5.1), the Units owned by such Limited Partner or Assignee (or in the case of a Limited Partner or Assignee that holds Units on behalf of a Beneficial Owner, the Units held on behalf of the Beneficial Owner) shall be subject to redemption in accordance with the provisions of Article 10.6.
10.5.3 By its acceptance of a Limited Partner interest or beneficial interest therein, each Limited Partner or Assignee (or Beneficial Owner) waives all confidentiality r...
Tax Certificates. Buyer and Seller agree, upon request of the other, to use all reasonable efforts to obtain any certificate or other document from any Governmental Authority as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed related to Taxes; provided that neither Buyer nor Seller shall be required to take any action pursuant to this Section 8.1(g) that such party determines could result in an adverse effect to it or its Affiliates, unless the requesting party agrees to provide indemnification in respect of such adverse effect.
Tax Certificates. The Parties further agree, upon request, to use reasonable efforts to obtain any certificate or other document from any Government Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed.
Tax Certificates. Promptly, and in any event within five Business Days after the due date (with extensions) for filing the final Federal income tax return in respect of each taxable year, a certificate (a "Tax Certificate"), signed by the President of the Borrower or a Designated Financial Officer, stating that the common parent of the affiliated group (within the meaning of Section 1504(a)(1) of the Internal Revenue Code) of which the Borrower is a member has paid to the Internal Revenue Service or other taxing authority, or to the Borrower, the full amount that such affiliated group is required to pay in respect of Federal income tax for such year and that the Borrower and its Subsidiaries have received any amounts payable to them, and have not paid amounts in respect of taxes (Federal, state, local or foreign) in excess of the amount they are required to pay, under the Tax Agreements in respect of such taxable year.
Tax Certificates. (i) In the event a Borrower is incorporated under the laws of the United States or a state or jurisdiction thereof, then each Lender that is not incorporated under the laws of the United States or a State thereof shall:
(A) deliver to the relevant Borrower and the Administrative Agent two (2) duly completed copies of United States Internal Revenue Service Form W-8ECI or Form W-8BEN, or successor applicable form, as the case may be;
(B) deliver to the relevant Borrower and the Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the applicable Borrower; and
(C) obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the relevant Borrower or the Administrative Agent. Such Lender shall certify, in the case of a Form W-8ECI or Form W-8BEN that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal or state income taxes. Each Person not incorporated under the laws of the United States or a State thereof that is an assignee of a Lender pursuant to Section 11.12 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this Section 3.14.
(ii) In the event a Borrower is not incorporated under the laws of the United States of America or a State thereof, then each Lender shall deliver any statements, declarations, certifications, or other documentation that may be reasonably requested by such Borrower in accordance with Section 3.14(f).
(iii) In the event a Borrower is organized under the laws of the United States or a state or jurisdiction thereof, then each Lender that is organized under the laws of the United States or a State thereof shall:
(A) deliver to the relevant Borrower and the Administrative Agent two (2) duly completed copies of United States Internal Revenue Service Form W-9, or successor applicable form, as the case may be;
(B) deliver to the relevant Borrower and the Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to...
Tax Certificates. Except as specifically waived by Buyer in writing, Seller shall deliver to Buyer certificates, if and to the extent available, from each appropriate taxing authority stating that all applicable state and/or local taxes, such as personal property taxes, due in connection with the transactions contemplated by this Agreement have been timely paid in full and that no obligation or liability is outstanding in connection therewith.
Tax Certificates. In connection with any Redemption, the Redeeming Member shall deliver to PubCo or the Company, as applicable, a certificate, dated as of the date of the Redemption and sworn under penalties of perjury, in a form reasonably acceptable to PubCo or the Company, as applicable, certifying as to such Redeeming Member’s taxpayer identification number and that such Redeeming Member is a not a foreign person for purposes of Section 1445 and Section 1446(f) of the Code.
