Valid Withholding Certificate definition

Valid Withholding Certificate means a valid certification, ruling or any other written instructions regarding withholding issued by the ITA that is applicable to the payments to be made to any Person pursuant to this Agreement, in form and substance acceptable to Parent and the Withholding Agent, (A) exempting the Payor from the duty to withhold Israeli Tax with respect to a payment made under this Agreement, (B) determining the applicable rate of Israeli Tax to be withheld from such payment or (C) providing any other instructions regarding the payment or withholding with respect to such payment. The parties further agree that each of the Option Tax Ruling, the Interim Option Tax Ruling and the Withholding Tax Ruling shall be deemed a Valid Withholding Certificate.

Valid Withholding Certificate means a valid certificate, ruling or any other written instructions regarding Tax withholding, issued by the ITA in form and substance reasonably satisfactory to Purchaser applicable to the payments to be made to any Person pursuant to this Agreement stating that no withholding, or reduced withholding, of Israeli Tax is required with respect to such payment or providing any other instructions regarding Tax withholding.

Valid Withholding Certificate means a certificate, ruling, approval or any other written instructions issued by the ITA applicable to the consideration to be received by the applicable payee indicating that no withholding (or reduced withholding or any other instructions regarding withholding) of Israeli Tax is required with respect to the holder of such certificate, ruling or approval in form and substance reasonably satisfactory to Parent. For the avoidance of doubt, the Section 102 Tax Ruling, Interim Section 102 Tax Ruling, Section 104H Tax Ruling and Section 104H Interim Ruling shall be deemed a Valid Withholding Certificate.

Examples of Valid Withholding Certificate in a sentence

• If no later than three Business Day prior to the Withholding Drop Date a Valid Withholding Certificate is delivered to Payor, the Withholding Agent shall act in accordance with the provisions of such Valid Withholding Certificate, subject to any deduction and withholding as may be required to be deducted and withheld under any Applicable Law.

• If you are providing a Valid Withholding Certificate or paying the Tax Amount, you must provide the Valid Withholding Certificate or pay the Tax Amount no later than five (5) Business Days prior to the lapse of 180 days from Closing Date.

• The declaration and/or a Valid Withholding Certificate required to be provided under item (B) of Section 2.9(c) shall be made by and bear the name of that other person to whom the payment is so required to be made.

• If no later than three (3) Business Days prior to the Withholding Drop Date a Valid Withholding Certificate is delivered to the Payment Agent or the Withholding Agent, the Payment Agent and the Withholding Agent shall act in accordance with the provisions of such Valid Withholding Certificate, subject to any deduction and withholding as may be required to be deducted and withheld under any applicable Law.

• The parties hereto agree and acknowledge that Schedule 2.08(a) is, as of the date of this Agreement, a Valid Withholding Certificate of Asset Transferring Affiliate, provides for an exemption from Israeli withholding Taxes for all payment hereunder to be made to Asset Transferring Affiliate, and remains valid until March 31, 2024.

More Definitions of Valid Withholding Certificate

Valid Withholding Certificate means a valid certificate or ruling issued by the Israel Tax Authority (“ITA”) in form and substance reasonably acceptable: (a) exempting from the duty to withhold Israeli Taxes with respect to the applicable payment; (b) determining the applicable rate of Israeli Taxes to be withheld from the applicable payment; or (c) providing any other instructions regarding the payment or withholding with respect to the applicable payment. A ruling, or interim ruling, issued by ITA under Section 104H or Section 102 of the ITO, providing (among other things) an exemption from Israeli Tax withholding, shall be considered a Valid Withholding Certificate. If you plan to obtain a Valid Withholding Certificate, please make sure that such Valid Withholding Certificate will expire only after the release date of any consideration payable to you. If the Valid Withholding Certificate expires before such date, you will need to provide a new Valid Withholding Certificate in order to avoid or reduce the withholding tax rate under Israeli law. Every Israeli Securityholder is required to select one of the following Options in respect of Israeli withholding tax: Option 1 ¨ I hereby acknowledge that the maximum withholding tax as required under applicable Israeli Tax law) may be deducted from any proceeds due to me and I do not hold and will not be obtaining a Valid Withholding Certificate in respect of such proceeds.

Valid Withholding Certificate means a valid certificate or ruling issued by the Israel Tax Authority in form and substance reasonably acceptable to the Paying Agent, the Company and Acquiror: (a) exempting from the duty to withhold Israeli Taxes with respect to the applicable payment; (b) determining the applicable rate of Israeli Taxes to be withheld from the applicable payment; or (c) providing any other instructions regarding the payment or withholding with respect to the applicable payment. A ruling, or interim ruling, issued by ITA under Section 104H or Section 102 of the ITO, providing (among other things) an exemption from Israeli Tax withholding, shall be considered a Valid Withholding Certificate.

Valid Withholding Certificate means a valid certificate, ruling or any other written instructions regarding tax withholding, issued by the ITA in form and substance reasonably satisfactory to Buyer, that is applicable to the payments to be made pursuant to merger agreement stating that no withholding, or reduced rate of withholding, of Israeli tax is required with respect to such payments or providing other instructions regarding such payments or withholding.

Valid Withholding Certificate means a valid certificate, ruling or any other written instructions regarding withholdings of Israeli Tax, issued by the ITA in customary form and substance, that is applicable to the payments to be made by Buyer Israeli Subsidiary to Asset Transferring Affiliate pursuant to this Agreement and that states that no withholding of any Israeli Tax is required with respect to such payment or providing any other instructions regarding withholding of Israeli Tax; provided that a valid certification pursuant to the Israeli Income Tax Regulations (Withholding from Payments for Services and Assets), 5737-1977 shall qualify as a Valid Withholding Certificate. “Working Capital” means Current Assets minus Current Liabilities.

Valid Withholding Certificate shall have the meaning assigned to it in Section 1.8(a)(ii).