United Kingdom Tax Matters. (a) The provisions of this Section 5.12 shall only apply in respect of any UK Borrower or any other Borrower to the extent only that it makes a payment of interest that is treated as having a UK source for UK tax purposes (a “Relevant Borrower”), and in respect of any such UK Borrower the provisions of Sections 5.9, 5.10 and 5.11 shall not apply.
(b) Tax gross-up.
(i) Each Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law.
(ii) A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify Agent accordingly. Similarly, a Lender shall promptly notify Agent on becoming so aware in respect of a payment payable to that Lender. If Agent receives such notification from a Lender it shall notify the Relevant Borrower.
(iii) If a Tax Deduction is required by law to be made by a Relevant Borrower, the amount of the payment due from that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(iv) If a Relevant Borrower is required to make a Tax Deduction, that Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(v) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Relevant Borrower making that Tax Deduction shall deliver to Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
(vi) A Treaty Lender and each Relevant Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction; provided that (1) a failure to co-operate shall not relieve the Relevant Borrower of its obligation to pay any additional amount in accordance with clause (b)(iii) above and (2) the Agent or Treaty Lender shall have no liability to the Relevant Borrower for failure or delay t...
United Kingdom Tax Matters. (a) The provisions of this Section 3.08 shall only apply in respect of any UK Borrower, and in respect of any such UK Borrower, the provisions of Section 3.01 shall not apply.
United Kingdom Tax Matters. (a) The provisions of this Section 1.7 shall only apply in respect of the UK Borrower (a “Relevant Borrower”).
United Kingdom Tax Matters. (a) This Option is a nonqualified option under the United States’ Internal Revenue Code of 1986, as amended. The Company does not make any representation regarding whether the Option is tax-qualified under the tax laws of England or the United Kingdom and provides no assurances as to the tax consequences of this Option under the tax laws of England or the United Kingdom.
(b) The Optionee represents that the Optionee has had an opportunity to consult with his or her advisors respecting the tax treatment of this Option under the tax laws of England or the United Kingdom, and is not relying on the Company for advice in this regard.
(c) In order to permit the Company to comply with all applicable United States’ federal or state income tax laws or regulations, or the applicable tax laws and regulations of England or the United Kingdom, the Company may take such action as it deems appropriate to insure that, if necessary, all applicable payroll, income or other taxes are withheld from any amounts payable by the Company to the Optionee. If the Company is unable to withhold such taxes, for whatever reason, the Optionee hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under applicable tax laws and regulations. The Optionee agrees to indemnify the Company against any liability it may incur for secondary Class I National Insurance Contributions and agrees that the Company may recover from the Optionee (in such manner as the Company may determine and notify to the Optionee at any time before this Option is first exercised) the whole or any part of any such contributions payable as a result of the Option being exercised.
United Kingdom Tax Matters. For the purposes of United Kingdom corporation tax, any Adjusted Global Net Income shall be allocated to the Members in accordance with Clause 7 and any Adjusted Global Net Losses shall be allocated in accordance with Clause 8.
United Kingdom Tax Matters. The provisions of Section 5.8 (other than this Section 5.8.4)
United Kingdom Tax Matters. (a) The provisions of this Section 5.12 shall only apply in respect of any UK Tax Obligor, and in respect of any such UK Tax Obligor that is a UK Borrower, the provisions of Sections 5.9, 5.10 and 5.11 shall not apply, and in respect of any such UK Tax Obligor that is providing a guarantee in respect of a UK Borrower’s Obligations, the provision of Sections 5.9, 5.10 and 5.11 shall not apply to the extent that any payments by such a Guarantor are subject to a Tax Deduction imposed by the United Kingdom.
United Kingdom Tax Matters. The provisions of Section 5.8 (other than this Section 5.8.9) shall not apply, and instead the provisions this Section 5.8.9 shall apply, to any advance under any Loan Document to 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 (each a “Relevant Borrower” for the purposes of this Section 5.8.9) to any Lender.
United Kingdom Tax Matters. Instead of Sections 5.8.1, 5.8.2, 5.8.3 and 5.8.5, the provisions of this Section 5.8.8 shall apply to any advance under any Loan Document to any UK Borrower (each a “Relevant Borrower” for the purposes of this Section 5.8.8): Solely for the purposes of this Section 5.8.8, the following terms shall have the following meanings:
United Kingdom Tax Matters. The provisions of Section 3.01(a) to (f) inclusive shall not apply, and instead the provisions of Section 3.1(g) shall apply to any advance under any Loan Document to any U.K. 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 (each a “Relevant Borrower” for the purposes of this Section 3.1(g)) to any Lender.
