Tax Confirmation a confirmation by a UK Lender that the person beneficially entitled to interest payable to that UK Lender in respect of an advance is either:
Tax Confirmation. (a) Each Lender (other than a Lender with its Facility Office situated in the Republic) confirms to the Company that on the date of this Agreement (or if it only subsequently becomes a Party to this Agreement, on that date) under the terms of a double taxation treaty between the jurisdiction in which that Lender is resident and the Republic payments due to it under the Finance Documents may be made without deduction or withholding on account of any Tax imposed or levied by the Republic (or any political subdivision or taxing authority of the Republic) under the laws of the Republic, as interpreted and applied at that time.
(b) If a Lender becomes aware that it could not, on any particular day, give the confirmation referred to in paragraph (a) of this Clause 12.5, it shall promptly but in any event within 90 days, notify such to the Company (through the Facility Agent).
Tax Confirmation a confirmation by a Lender that the person beneficially entitled to interest payable to it in respect of an advance under a Loan Document is either:
Tax Confirmation. Western Resources shall have received confirmation in form and substance reasonably satisfactory to Western Resources from the Kansas tax authorities that no sales or use tax is payable in connection with the Asset Contribution.
Tax Confirmation. The PRINCIPAL hereby understand and confirm that taxes on dividends and/or capital gains which may be withheld by the accredited RCBC counterparty/ies or issuer of the stocks listed or traded in any accredited foreign stock exchange shall be for the PRINCIPAL’s exclusive account and disposition. The PRINCIPAL hereby confirm that it shall be responsible for the filing, with the Bureau of Internal Revenue (BIR) of its Philippine income tax return and the remittance and timely payment of taxes on the income derived from its investments, reinvestments or disposition/sale of shares and other fixed income securities listed or traded in any accredited foreign stock exchange under the PRINCIPAL’s investment management accounts which were transferred from RCBC Trust to the Investment Manager.
Tax Confirmation confirmation by a Lender that the person beneficially entitled to interest payable to such Lender in respect of an advance under a Loan Document is either (a) a company resident in the U.K. for U.K tax purposes, (b) a partnership, each member of which is (i) a company so resident in the U.K.; or (ii) a company not so resident in the U.K. which carries on a trade in the U.K. through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the U.K. CTA) the whole or any share of the interest payable in respect of that advance that falls to it by reason of Part 17 of the U.K. CTA or (c) a company not so resident in the U.K. that carries on a trade in the U.K. through a permanent establishment and which brings into account interest payable in respect of such advance in computing the chargeable profits (within the meaning of section 19 of the U.K. CTA) of such company. U.K. Tax Deduction: in relation to any U.K. Borrower, a deduction or withholding from a payment under any Loan Document for and on account of any Taxes, other than a FATCA Deduction. U.K. Treaty Lender: a Lender which:
Tax Confirmation a confirmation by a person which is a Lender under this Agreement that the person beneficially entitled to interest payable to that Lender in respect of a Loan under this Agreement is either:
Tax Confirmation. (a) Upon written request of the Additional Borrower, and additionally as provided in paragraph (f) below, the Lenders shall, as soon as reasonably practicable, issue confirmations (each a “Tax Confirmation”), but not more than once a year unless the Company demonstrates to the satisfaction of the Administrative Agent that more than one Tax Confirmation is required in a particular year, in order to enable the Additional Borrower to provide sufficient proof to the German tax authorities about absence of any back-to-back financing within the meaning of the public decrees of the tax authorities (the “Decrees”) to Section 8a of the German Corporate Income Tax Act (Körperschaftsteuergesetz) dated July 15, 2004 and July 22, 2005.
(b) The Additional Borrower will forward to the Lenders such information which may be reasonably required by the Lenders (based on the then applicable practice of the German tax authorities) to enable the Lenders to issue the Tax Confirmation.
(c) The Tax Confirmations shall not contain any statements that the Lenders are not permitted to issue by law, administrative rule or regulation of the jurisdiction the relevant Lender or any of its affiliates is subject to.
(d) The Borrowers confirm to each Lender and to the Administrative Agent that the Tax Confirmations will be issued by the Lenders exclusively at the request of the Additional Borrower and solely for providing proof to the German tax authorities of the absence of any back-to-back-financing pursuant to the Decrees with respect to the Loan Documents and that neither the Lenders nor the Administrative Agent are responsible for examining the Borrowers’ tax position or for achieving any certain tax treatment of the Borrowers. Furthermore, each Borrower confirms to each Lender and to the Administrative Agent that a Tax Confirmation is not given for the Borrowers to rely on, but only for delivery to the competent tax authorities and that, therefore, no Borrower shall raise any claims against a Lender or the Administrative Agent based on, or in connection with, a (correct or incorrect) Tax Confirmation. No Lender will be, and the Administrative Agent will not be, liable for any loss, expense or any other cost whatsoever incurred or suffered by a Borrower as a consequence of any Tax Confirmation made by a Lender (or by the Administrative Agent on behalf of a Lender); provided, that the Borrowers shall have no obligation hereunder with respect to any loss, expense or other cost arising fr...
Tax Confirmation. Each New Lender for the benefit of the Agent and without liability to any Loan Party confirms that is a Qualifying Lender.
Tax Confirmation. The Transferee is a UK Non-Bank Lender and gives the Tax Confirmation by signing this Transfer Certificate.]2 2 Please note that this paragraph should only be included where a lender is a UK Non-Bank lender. To: [ ] as Agent From: [Subsidiary] and MISYS plc Dated: Dear Sirs
1. We refer to the Facility Agreement. Definitions in the Facility Agreement apply in this Accession Letter.
2. [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Facility Agreement as an Additional [Borrower]/[Guarantor] pursuant to Clause [25.2 (Additional Borrowers)]/[Clause 25.4 (Additional Guarantors)] of the Facility Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].
3. [Subsidiary’s] administrative details are as follows: Address: Fax No: Attention:
4. This letter is governed by English law. [This Guarantor Accession Letter has been delivered as a deed on the date stated at the beginning of this Guarantor Accession Letter.] MISYS plc [Subsidiary] By: By: To: [ ] as Agent From: [resigning Obligor] and MISYS plc Dated: Dear Sirs U.S.$[ ] Multicurrency Revolving Credit Facility Agreement dated [ ] 2008 (the “Facility Agreement”) Resignation Letter
1. We refer to the Facility Agreement. Definitions in the Facility Agreement apply in this Resignation Letter.
