Common use of Tax Restrictions Clause in Contracts

Tax Restrictions. 2.2.1 Except to the extent permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”), each of the Dealers (A) represents that it has not offered or sold, and agrees that during the restricted period it will not offer or sell, Notes (or interests therein) to a person who is within the United States or its possessions or to a United States person, and (B) represents that it has not delivered and agrees that it will not deliver within the United States or its possessions definitive Notes that are sold during the restricted period; 2.2.2 Each of the Dealers represents that it has in effect, and agrees that throughout the restricted period it will have in effect, procedures reasonably designed to ensure that its employees and agents who are directly engaged in selling Notes (or interests therein) are aware that such Notes (or interests therein) may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules; 2.2.3 if it is a United States person, each of the Dealers represents that it is acquiring the Notes (or interests therein) for purposes of resale outside of the United States and its possessions in connection with their original issue and that if it retains Notes (or interests therein) for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(6); and 2.2.4 with respect to each affiliate of the relevant Dealer (or Dealers, as the case may be) that acquires Notes (or interests therein) for the purpose of offering or selling such Notes (or interests therein) during the restricted period, such Dealer (or Dealers, as the case may be) either (A) repeats and confirms the representations and agreements contained in subparagraphs 2.2.1 through 2.2.3 on the affiliate’s behalf or (B) agrees that it will obtain from such affiliate for the benefit of the Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) the representations and agreements contained in subparagraphs 2.2.1 through 2.2.3. Terms used in this paragraph 2.2 and not defined herein have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.

Tax Restrictions. 2.2.1 Except to the extent permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”), each of the Dealers Dealer (A) represents that it has not offered or sold, and agrees that during the restricted period it will not offer or sell, Notes (or interests therein) to a person who is within the United States or its possessions or to a United States person, and (B) represents that it has not delivered and agrees that it will not deliver within the United States or its possessions definitive Notes that are sold during the restricted period; 2.2.2 Each of the Dealers Dealer represents that it has in effect, and agrees that throughout the restricted period it will have in effect, procedures reasonably designed to ensure that its employees and agents who are directly engaged in selling Notes (or interests therein) are aware that such Notes (or interests therein) may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules; 2.2.3 if it is a United States person, each of the Dealers Dealer represents that it is acquiring the Notes (or interests therein) for purposes of resale outside of the United States and its possessions in connection with their original issue and that if it retains Notes (or interests therein) for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(6); and 2.2.4 with respect to each affiliate of the relevant Dealer (or Dealers, as the case may be) that acquires Notes (or interests therein) for the purpose of offering or selling such Notes (or interests therein) during the restricted period, such the Dealer (or Dealers, as the case may be) either (A) repeats and confirms the representations and agreements contained in subparagraphs 2.2.1 through 2.2.3 on the affiliate’s behalf or (B) agrees that it will obtain from such affiliate for the benefit of the Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) the representations and agreements contained in subparagraphs 2.2.1 through 2.2.3. Terms used in this paragraph 2.2 and not defined herein have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.

Tax Restrictions. 2.2.1 Except to the extent permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”), each of the Dealers Dealer (A) represents that it has not offered or sold, and agrees that during the restricted period it will not offer or sell, Notes (or interests therein) to a person who is within the United States or its possessions or to a United States person, and (B) represents that it has not delivered and agrees that it will not deliver within the United States or its possessions definitive Notes that are sold during the restricted period; 2.2.2 Each of the Dealers each Dealer represents that it has in effect, and agrees that throughout the restricted period it will have in effect, procedures reasonably designed to ensure that its employees and agents who are directly engaged in selling Notes (or interests therein) are aware that such Notes (or interests therein) may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules; 2.2.3 if it is a United States person, each of the Dealers Dealer represents that it is acquiring the Notes (or interests therein) for purposes of resale outside of the United States and its possessions in connection with their original issue and that if it retains Notes (or interests therein) for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(65(c)(2)(i)(D)(6)(i); and 2.2.4 with respect to each affiliate of the relevant Dealer (or Dealers, as the case may be) that acquires Notes (or interests therein) for the purpose of offering or selling such Notes (or interests therein) during the restricted period, such each Dealer (or Dealers, as the case may be) either (A) repeats and confirms the representations and agreements contained in subparagraphs 2.2.1 through to 2.2.3 on the affiliate’s its behalf or (B) agrees that it will obtain from such affiliate for the benefit of the Relevant relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) the representations and agreements contained in subparagraphs 2.2.1 through to 2.2.3. Terms used in this paragraph 2.2 and not defined herein have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.

Tax Restrictions. 2.2.1 Except to the extent permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”), each of the Dealers Dealer (A) represents that it has not offered or sold, and agrees that during the restricted period it will not offer or sell, Notes (or interests therein) to a person who is within the United States or its possessions or to a United States person, and (B) represents that it has not delivered and agrees that it will not deliver within the United States or its possessions definitive Notes that are sold during the restricted period; 2.2.2 Each of the Dealers each Dealer represents that it has in effect, and agrees that throughout the restricted period it will have in effect, procedures reasonably designed to ensure that its employees and agents who are directly engaged in selling Notes (or interests therein) are aware that such Notes (or interests therein) may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules; 2.2.3 if it is a United States person, each of the Dealers Dealer represents that it is acquiring the Notes (or interests therein) for purposes of resale outside of the United States and its possessions in connection with their original issue and that if it retains Notes (or interests therein) for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(65(c)(2)(i)(D)(6)(i); and 2.2.4 with respect to each affiliate of the relevant Dealer (or Dealers, as the case may be) that acquires Notes (or interests therein) for the purpose of offering or selling such Notes (or interests therein) during the restricted period, such each Dealer (or Dealers, as the case may be) either (A) repeats and confirms the representations and agreements contained in subparagraphs 2.2.1 through to 2.2.3 on the affiliate’s its behalf or (B) agrees that it will obtain from such affiliate for the benefit of the Relevant Issuer and the Guarantor (in the case of a Subsidiary Issuer) the representations and agreements contained in subparagraphs 2.2.1 through to 2.2.3. Terms used in this paragraph 2.2 and not defined herein have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.