Withholding Forms. Each Bank that is not incorporated or organized under the laws of the United States of America or a state thereof or the District of Columbia (a "Non-U.S. Bank") agrees that it will deliver to each of the Borrower and the Agents, within ten (10) days after the Closing Date, or, in the case of any Non-U.S. Bank that becomes a Bank pursuant to an Assignment and Acceptance, on the date of such Assignment and Acceptance, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or a successor form) certifying that such Non-U.S. Bank is entitled to receive all payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Non-U.S. Bank that so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agents two additional copies of such form (or a successor form) on or before the date that -62- such form expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agents, in each case certifying that such Non-U.S. Bank is entitled to receive payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including any change in treaty, law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Non-U.S. Bank from duly completing and delivering any such form with respect to it and such Non-U.S. Bank advises the Borrower and the Agents that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.
Withholding Forms. Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and having only possession thereof. The Fund and the Advisor will pay or reimburse Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Property incurred in connection herewith and will indemnify and hold harmless Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account will be subject to withholding regulations then in force with respect to United States taxes. Due to the requirement that all escrow accounts have Taxpayer Identification Numbers documented by appropriate W-8 or W-9 forms, Fund and Advisor will return the appropriate form to Escrow Agent, duly completed and signed by the proper party’s Authorized Representative. The Fund and the Advisor acknowledge that failure to provide such forms may prevent or delay disbursement of the Escrow Property hereunder.
Withholding Forms. Upon any transfer of any interest in the Credit Facilities (or any change in status of Lender to be other than a corporation), Lender shall execute and deliver to Borrower one or more (as Borrower may reasonably request) United States Internal Revenue Service Forms W-9, W-8ECI or W-8BEN or such other forms or documents, appropriately completed, as may be applicable to establish that Lender is exempt from or subject to a reduced rate of withholding taxes.
Withholding Forms. (i) Each Lender that is not created or organized under the laws of the United States or a political subdivision thereof shall deliver to the Company on or before the date of the Restatement Date or upon becoming, and from time to time thereafter upon the Company’s request, a Lender a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender to the effect that such Lender is eligible to receive payments hereunder and under the Notes without deduction or withholding of United States federal income tax (I) under the provisions of an applicable tax treaty concluded by the United States (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 1001 (or any successor or substitute form or forms)) or (II) under Sections 1441(c) (1) and l442(a) of the Code (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 4224 (or any successor or substitute form or forms)) or (III) in the case of any Lender claiming exemption from United States withholding tax with respect to “portfolio interest,” a properly completed and executed IRS Form W-8 (or any successor or substitute form or forms) and a certificate representing that such holder is not a “bank” for purposes of Section 881(c) of the Code, is not a “10% shareholder” of the Company within the meaning of Section 871(h)(3)(B) of the Code, and is not a “controlled foreign corporation” with respect to the Company within the meaning of Section 864(d)(4) of the Code.
Withholding Forms. Each Purchaser shall deliver to the Company an IRS Form W-9 or applicable IRS Form W-8, or any successor form, as appropriate, properly completed and duly executed by such Purchaser, and such other documentation required under the Code or reasonably requested by the Company, establishing that such Purchaser is exempt from U.S. federal withholding and backup withholding tax with respect to payments under this Agreement. In addition, any Purchaser that is entitled to an exemption from or reduction of any other withholding Tax with respect to payments under this Agreement shall deliver to the Company such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit any payments under this Agreement to be made without such withholding or at a reduced rate of such withholding. Each Purchaser will notify the Company reasonably in advance of any action or proposed action that would make any such form or documentation inaccurate and will replace the inaccurate form or documentation with an accurate one. The Company shall provide a Purchaser any reasonable assistance it may seek in obtaining an exemption or reduced rate from, or refund of, any withholding tax, if applicable. In addition, the Administrative Agent (or any successor Administrative Agent) shall, on or before the date on which it becomes a party hereto, provide to the Company duly completed and executed copies of (i) IRS Form W-9 or (ii) if the Administrative Agent is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, IRS Form W-8IMY (with respect to amounts received on account of any Purchaser) and an appropriate IRS Form W-8 (with respect to amounts received on its own account), with the effect that, in either case, the Company will be entitled to
Withholding Forms. At or prior to the Closing, each Selling Securityholder shall deliver to the Buyer a properly completed IRS Form W-9 establishing an exemption from backup withholding.
Withholding Forms. For each New Term Loan Lender delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Term Loan Lender may be required to deliver to Administrative Agent pursuant to subsections 2.20(c) and 2.20(d) of the Credit Agreement.
Withholding Forms. On the Closing Date, prior to the Company Merger, the Company shall deliver to NXDT a properly completed and duly executed IRS Form W-9 of the Company. NHT OP shall use its commercially reasonable efforts to obtain and deliver to NXDT OP on the Closing Date, prior to the Operating Partnership Merger, duly executed IRS Forms W-9 from each holder of NHT OP Units (other than the Company or any Company Subsidiary).
Withholding Forms. (a) Each Bank that is organized under the laws of a jurisdiction outside the United States hereby agrees that, if and to the extent it is legally able to do so and has not already done so, it shall, prior to the date of the first payment by the Borrower hereunder to be made to such Bank or for such Bank's account, deliver to the Borrower and the Agents, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including two (2) duly completed originals of Internal Revenue Service Form 1001 or Form 4224 and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Bank establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank of a trade or business in the United States or (ii) totally exempt from United States federal withholding taxes under a provision of an applicable tax treaty or, in the case of a Bank that is not a "bank" under Section 881(c) of the Code, a Form W-8 and a certificate stating that such Bank is not a "bank" within the meaning of the aforementioned Code section.
(b) The Borrower shall not be required to pay any additional amounts to any Bank pursuant to this 5.2, if (i) the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to deliver the forms contemplated by this 5.2.3; or (ii) the Bank is not eligible for complete exemption from United States federal withholding tax with respect to payments of interest, principal or fees under this Credit Agreement or under any of the other Loan Documents, other than by reason of any change, after the Initial Date, of any applicable law, treaty or regulations by any governmental authority or other agency charged with the interpretation or administration thereof. For purposes of this 5.2.3, the term "Initial Date" shall mean, with respect to any Bank which is a party hereto on the date hereof, the date hereof, and with respect to each assignee or transferee of any Bank, the date of the grant of the participation in, or transfer or assignment of an interest hereunder to, such assignee or transferee.
Withholding Forms. (i) Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and having only possession thereof. Buyer will pay or reimburse Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Property incurred in connection herewith and will indemnify and hold harmless Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. The Escrow Agent shall be entitled to deduct and withhold from any payments of income from the Escrow Accounts such amounts as are required to be deducted and withheld from such payments under the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunder. Buyer and GSH each agrees to provide, and GSH agrees to provide on behalf of each Seller listed on Schedule III, the appropriate IRS Forms W-8 or W-9 to Escrow Agent, duly completed and signed by each such person or its Authorized Representative. Buyer and GSH acknowledge that failure to provide such forms may prevent or delay disbursement of the Escrow Property hereunder. Each of Buyer and GSH agrees to submit or provide a new IRS Form W-8 or W-9 (as the case may be) should the jurisdiction of the relevant person’s domicile or residence change or any other change in circumstances make the originally provided form inaccurate during the term of this Agreement.
(ii) Additionally, if either or both of Buyer or GSH propose to direct or direct Escrow Agent to make a payment to any person other than such party or a Seller listed on Schedule III, including a “foreign financial institution” (as defined in Code section 1471(d)(4)) or a “non-financial foreign entity” (as defined in Code section 1472(d)) then Buyer or GSH shall provide Escrow Agent with a certification in form and substance reasonably satisfactory to Escrow Agent that it has obtained valid documentation sufficient to determine the status of the payee for purposes of Chapter 3 (Code sections 1441-1464) and Chapter 4 (Code sections 1471-1474 (“FATCA”)) of the Code and that any payment to the payee is not subject to Chapter 3 or Chapter 4 (FATCA) withholding.
(iii) If Escrow Agent does not receive either an IRS Form W-8 or Form W-9 required by subparagraph (i) of this Section 21(a) or each certification required by subparagraph (ii) of this Section 21(a) from Buyer and/or GSH regarding the payee of any payment made hereunder, then Escrow Agent shall treat the payee as a foreign financial...
