UK Taxes. Notwithstanding any other provision of this Agreement:
UK Taxes. The Company shall remit, as such taxes become due, any income taxes required by the laws of the United Kingdom (the “UK”) to be paid or withheld from Executive’s compensation in respect of Executive’s services for the Company in the UK. For purposes of this Section 19(b), income tax shall mean any income taxes, and any other charges, fees, assessments or any other taxes that may be assessed by UK taxing authorities on Executive’s compensation from the Company pursuant to any law of the UK or governmental regulation thereunder. Notwithstanding the foregoing, social security and Medicare taxes shall be remitted to the United States government, and the Company and Executive shall complete all applicable documentation required to exempt Executive from UK social security taxes.
UK Taxes. The provisions of this Section 14 shall only apply in respect of the UK Borrower to whom the provisions of Section 874 of the ITA would apply (ignoring any exceptions) on the payment of any amount of interest (a “UK Relevant Borrower”) to the relevant UK Lender. The provisions of this Section 14 are in addition to the other Tax provisions in this Agreement or any other Credit Document relating to all Borrowers and in the event of any inconsistency between those Tax provisions and this Section 14, the provisions of this Section 14 shall prevail with regard to the matters of Tax applicable to the UK Borrower.
UK Taxes. As regards UK Taxes, this Agreement applies as follows:
(a) The provisions of Schedule 2.05 apply to the allocation of UK Taxes and to other UK Tax matters;
(b) The other provisions of this Agreement also apply to the allocation of UK Taxes and to other UK Tax matters, except for the following provisions, which, notwithstanding such provisions, shall not so apply: Section 2.02, Section 2.03, Section 2.07(b), Section 2.07(c), Section 2.08, Section 3, Section 4.02(a), Section 4.02(b), Section 4.05, Section 4.06(a), Section 4.07, Section 4.08, Section 5.02, Section 5.03(b), Section 5.03(c), Section 5.03(d), Section 5.03(e), Section 5.04(c), Section 5.05, Section 5.06(a) (except with respect to any Federal or State Income Tax treatment of any such payments in respect of UK Taxes made by or to ConocoPhillips, Xxxxxxxx 66, ConocoPhillips Company, Xxxxxxxx 66 Company or any other member of the ConocoPhillips Group or the Xxxxxxxx 66 Group that is organized under the laws of the United States or any State), Section 6, and any schedule other than Schedule 2.05; and
(c) In the event of conflict between the Sections of this Agreement (other than Schedule 2.05) and the paragraphs of Schedule 2.05, the paragraphs of Schedule 2.05 prevail, save to the extent that the conflict is between the Sections of this Agreement (other than Schedule 2.05) and paragraph 1 of Schedule 2.05, when the Sections of this Agreement prevail.
UK Taxes. No Shares will be delivered to the Optionee pursuant to the exercise of the Share Option until the Optionee has made arrangements acceptable to the Company for the satisfaction of any applicable domestic or foreign income tax and employment tax of any kind (including, but not limited to, any United Kingdom income tax or National Insurance contributions) required by law to be paid or withheld by the Company or any Subsidiary, including, without limitation, such other tax obligations of the Optionee incidental to the receipt of Shares, together (to the extent legally permissible) with any employer’s (secondary) National Insurance contributions which may arise with respect this Agreement. Upon exercise of the Share Option, the Company or the Optionee’s employer may offset or withhold (from any amount owed by the Company or the Optionee’s employer to the Optionee) or collect from the Optionee an amount sufficient to satisfy such tax or withholding obligations. Furthermore, in the event of any determination that the Company or any Subsidiary has failed to withhold a sum sufficient to pay all taxes due in connection with the Share Option, the Optionee agrees to pay to the Company or the relevant Subsidiary such amount in cash within five (5) days after receiving a written demand from the Company or the relevant Subsidiary to do so, whether or not the Optionee is an employee of the Company or such Subsidiary at that time.
UK Taxes. The provisions of this Section 16B shall only apply in respect of any UK Borrower or any other Borrower to whom the provisions of Section 874 ITA would apply (ignoring any exceptions) on the payment of any amount of interest (a “Relevant Borrower”) to any Lender.
UK Taxes. The Company shall remit, as such taxes become due, any income taxes required by the laws of the United Kingdom (the “UK”) to be paid or withheld from Employee’s compensation in respect of Employee’s services for the Company in the UK. For purposes of this Section 17.2, income tax shall mean any income taxes, and any other charges, fees, assessments or any other taxes that may be assessed by UK taxing authorities on Employee’s compensation from the Company pursuant to any law of the UK or governmental regulation thereunder. Notwithstanding the foregoing, social security and Medicare taxes shall be remitted to the United States government, and the Company and Employee shall complete all applicable documentation required to exempt Employee from UK social security taxes.
UK Taxes. The parties hereto hereby agree with and acknowledge the following provisions:
(i) Each Revolving Loan Lender:
(a) irrevocably appoints the Agent to act as syndicate manager under, and authorizes the Agent to operate, and take any action necessary or desirable under, the Provisional Treaty Relief scheme as described in the HMRC (formerly the Inland Revenue) Guidelines dated January 2003 and administered by the HMRC (the “PTR Scheme”) in connection with the Credit Agreement
(b) shall cooperate with the Agent in completing any procedural formalities necessary under the PTR Scheme, and shall promptly supply to the Agent such information as the Agent may request in connection with the operation of the PTR Scheme; and
(c) without limiting the liability of the UK Borrower under the Credit Agreement, shall, within 5 Business Days of demand, indemnify the Agent for any liability or loss incurred by the Agent as a result of the Agent acting as syndicate manager under the PTR Scheme in connection with such Lender’s participation in any Credit Extension (except to the extent that the liability or loss arises directly from the Agent’s gross negligence or willful misconduct).
(ii) The UK Borrower acknowledges that it is fully aware of its contingent obligations under the PTR Scheme and shall (A) promptly supply to the Agent such information as the Agent may request in connection with the operation of the PTR Scheme and (B) act in accordance with any provisional notice issued by the HMRC under the PTR Scheme.
(iii) All of the parties hereto acknowledge that the Agent (A) is entitled to rely completely upon information provided to it in connection with sub-paragraph (i) or (ii) above, (B) is not obliged to undertake any inquiry into the accuracy of such information, nor into the taxation status of any Lender or, as the case may be, the UK Borrower providing such information and (C) shall have no liability to any Person for the accuracy of any information the Agent submits in connection with sub-paragraph (i)(a) above.
UK Taxes. (a) Each UK Payment made by a Loan Party under a Loan Document shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law.
(b) As soon as it becomes aware that it is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the relevant Loan Party shall notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent and the relevant Loan Party upon becoming so aware in respect of a payment payable to that Lender.
(c) If a Tax Deduction is required by Law to be made by a Loan Party, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required.
(d) If a Tax Deduction is required by Law to be made by the Administrative Agent or the Security Trustee (other than by reason of the Administrative Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Finance Party which represents an amount or amounts received from a Loan Party, that Loan Party shall, unless paragraph (f) below applies, pay directly to that Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required.
(e) If a Tax Deduction is required by Law to be made by the Administrative Agent or the Security Trustee from any payment to any Finance Party under paragraph (d) above, the Administrative Agent or the Security Trustee as appropriate shall unless paragraph (f) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in connection with that Tax Deduction, the Administrative Agent or the Security Trustee making that Tax Deduction or other payment shall deliver to the relevant Loan Party evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.
(f) No Loan Party is required to make a Tax Payment to a Lender under paragraphs (c) or ...
