Common use of TAXATION Clause in Contracts

TAXATION. All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes and the Coupons or under the Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Grand Duchy of Luxembourg or the Republic of Italy or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer, or, as the case may be, the Guarantor, shall pay such additional amounts as will result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note or Coupon: (a) presented for payment in the Republic of Italy; or (b) presented for payment by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some present or former connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon; or (c) presented for payment by, or on behalf of, a holder who is entitled to avoid such withholding or deduction in respect of the Note or Coupon by making a declaration or any other statement to the relevant tax authority, including, but not limited to, a declaration of residence or non-residence or other similar claim for exemption, and fails to do so in due time; or (d) in the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country not included in the list of countries set forth in D.M. 4 September 1996 (as, or as may subsequently be, amended or supplemented) which allow for a satisfactory exchange of information with the Italian tax authorities; or (e) with respect to payments made by the Guarantor, on account of any Taxes applicable pursuant to the provisions of Decree No. 600 of 29 September 1973, as amended from time to time, and any related implementing regulations; or (f) on account of imposta sostitutiva pursuant to Decree 239 with respect to any Note or Coupon, including all circumstances in which the procedures to obtain an exemption from imposta sostitutiva or any alternative future system of deduction or withholding set forth in Decree 239, have not been met or complied with, except where such procedures have not been met or complied with due to the actions or omissions of the Issuer or its agents; or (g) presented for payment where such withholding or deduction is imposed by Luxembourg on the basis of the Luxembourg law of 23 December 2005 introducing a final withholding tax on certain savings income, as amended; or (h) any combination of the items above. For the avoidance of doubt, notwithstanding any other provision of the Conditions, any amounts to be paid on the Notes by or on behalf of the Issuer or the Guarantor will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 to 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Issuer, the Guarantor nor any other Person will be required to pay any additional amounts in respect of FATCA Withholding.

TAXATION. All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes and the Coupons by or under on behalf of Xxxxxx (acting as the Guarantee Issuer) shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld ("Taxes") imposed or assessed levied by or on behalf of the Grand Duchy of Luxembourg or the Republic of Italy or any authority therein or thereof having power to taxRelevant Jurisdiction, unless such the withholding or deduction of the Taxes is required by law. In that event, the IssuerIssuer will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders and Couponholders after the withholding or deduction, shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the Guarantor, shall pay such additional amounts as will result in receipt by absence of the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, deduction; except that no such additional amounts shall be payable in relation to any payment in respect of any Note or Coupon: (a) the holder of which is liable for Taxes in respect of such Note or Coupon by reason of having some connection with the Relevant Jurisdiction other than a mere holding of the Notes; or (b) presented for payment in the Republic of ItalyItaly or in any Relevant Jurisdiction; or (bc) presented for payment by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some present or former connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon; or (c) presented for payment by, or on behalf of, a holder who is entitled would have been able to avoid such withholding or deduction in respect of the Note or Coupon by making a declaration or any other statement to the relevant tax authority, including, but not limited to, a declaration of residence or non-residence or other similar claim for exemptionresidence, and but fails to do so upon presenting the relevant Note or Coupon to another Paying Agent in due timea Member State of the European Union; or (d) in presented for payment more than 30 days after the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, Relevant Date except to the extent that interest or other a holder would have been entitled to additional amounts are paid on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a non-Italian resident legal entity or a non-Italian resident individual which is resident Business Day for payment as provided in a country not included in the list of countries set forth in D.M. 4 September 1996 Condition 8(d) (as, or as may subsequently be, amended or supplemented) which allow for a satisfactory exchange of information with the Italian tax authoritiesPayments on Business Days); or (e) with respect to payments made by the Guarantor, for or on account of any Taxes applicable "imposta sostitutiva" pursuant to the provisions of Decree No. 600 of 29 September 1973239, as amended from time to timeand/or supplemented or, for the avoidance of doubt, Italian Legislative Decree 21 November 1997, No. 461 as amended and any related implementing regulations; or (f) on account of imposta sostitutiva pursuant to Decree 239 with respect to any Note or Coupon, including supplemented and in all circumstances in which the procedures to obtain an exemption from imposta sostitutiva or any alternative future system of deduction or withholding set forth in Decree 239, in order to benefit from an exemption from "imposta sostitutiva" have not been met or complied with, except ; or (f) where such procedures have not been met withholding or complied deduction is required to be made pursuant to Italian Law Decree 30 September 1983, No. 512 converted into law with due to the actions or omissions of the Issuer or its agentsamendments by Law 25 November 1983, No. 649; or (g) presented for in the event of payment where such withholding by Newlat to a non-Italian resident Noteholder or deduction Couponholder, to the extent that the Noteholder or Couponholder is imposed by Luxembourg on the basis not resident in a Country that allows a satisfactory exchange of the Luxembourg law of 23 December 2005 introducing a final withholding information with Italian tax on certain savings income, authorities enumerated in Decree 4 September 1996 as amendedamended and supplemented from time to time; or (h) for any combination of the items above. For the avoidance of doubt, notwithstanding any other provision of the Conditions, any amounts to be paid on the Notes by or on behalf of the Issuer or the Guarantor will be paid net of any deduction or withholding Taxes that are imposed or required withheld pursuant to an agreement described in Section 1471(b) Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 to 1474 of the Code Relevant Date (or any amended or successor version of such sections that is substantively comparable and not materially more onerous to comply with), any regulations thereunder or promulgated thereunder, any official interpretations thereof) , any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States and another jurisdiction facilitating with respect to the implementation thereof (foregoing or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreementagreements entered into pursuant to Section 1471(b)(1) (any such withholding or deduction, a “FATCA Withholding”). Neither of the Issuer, the Guarantor nor any other Person will be required to pay any additional amounts in respect of FATCA WithholdingCode.

TAXATION. All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes and the Coupons or under the Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Grand Duchy of Luxembourg or the Republic of Italy or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer, or, as the case may be, the Guarantor, Issuer shall pay such additional amounts as will result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note or Coupon: (a) presented for payment in the Republic of Italy; or (b) presented for payment by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some present or former connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon; or (c) presented for payment by, or on behalf of, a holder who is entitled to avoid such withholding or deduction in respect of the Note or Coupon by making a declaration or any other statement to the relevant tax authority, including, but not limited to, a declaration of residence or non-residence or other similar claim for exemption, and fails to do so in due time; or (d) in the event of payment to a non-Italian resident legal entity without a permanent establishment in Italy to which the Note is connected or a non-Italian resident individual, to the extent that interest or other amounts are paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not allow for a satisfactory exchange of information with the Italian tax authorities as included in the list decree of countries set forth in D.M. the Ministry of Economy and Finance of 4 September 1996 1996, as subsequently amended and supplemented or, once effective, any other decree that will be issued under Article 11 paragraph 4 letter c) of Decree No. 239/1996; or (e) on account of imposta sostitutiva pursuant to Legislative Decree No. 239/1996 (as, or as may subsequently be, amended or supplemented) and related regulations of implementation which allow for a satisfactory exchange of information with the Italian tax authorities; or (e) with respect to payments made by the Guarantorhave been, on account of any Taxes applicable pursuant to the provisions of Decree No. 600 of 29 September 1973or may subsequently be, as amended from time to time, and any related implementing regulations; or (f) on account of imposta sostitutiva pursuant to Decree 239 enacted with respect to any Note or Coupon, including all circumstances in which the procedures to obtain an exemption from imposta sostitutiva or any alternative future system of deduction or withholding set forth in Decree 239No. 239/1996, have not been met or complied with, except where such procedures have not been met or complied with due to the actions or omissions of the Issuer or its agents; or (g) presented for payment where such withholding or deduction is imposed by Luxembourg on the basis of the Luxembourg law of 23 December 2005 introducing a final withholding tax on certain savings income, as amended; or (hf) any combination of the items above. For the avoidance of doubt, notwithstanding any other provision of the Conditions, any amounts to be paid on the Notes by or on behalf of the Issuer or the Guarantor will be paid net of any deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 to 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Issuer, the Guarantor Issuer nor any other Person will be required to pay any additional amounts in respect of FATCA Withholding.

TAXATION. All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes and the Coupons by or under on behalf of IWB (acting as the Guarantee Issuer) shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld ("Taxes") imposed or assessed levied by or on behalf of the Grand Duchy of Luxembourg or the Republic of Italy or any authority therein or thereof having power to taxRelevant Jurisdiction, unless such the withholding or deduction of the Taxes is required by law. In that event, the IssuerIssuer will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders and Couponholders after the withholding or deduction, shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the Guarantor, shall pay such additional amounts as will result in receipt by absence of the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, deduction; except that no such additional amounts shall be payable in relation to any payment in respect of any Note or Coupon: (a) the holder of which is liable for Taxes in respect of such Note or Coupon by reason of having some connection with the Relevant Jurisdiction other than a mere holding of the Notes; or (b) presented for payment in the Republic of ItalyItaly or in any Relevant Jurisdiction; or (bc) presented for payment by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some present or former connection with any Relevant Jurisdiction other than the mere holding of the Note or Coupon; or (c) presented for payment by, or on behalf of, a holder who is entitled would have been able to avoid such withholding or deduction in respect of the Note or Coupon by making a declaration or any other statement to the relevant tax authority, including, but not limited to, a declaration of residence or non-residence or other similar claim for exemptionresidence, and but fails to do so upon presenting the relevant Note or Coupon to another Paying Agent in due timea Member State of the European Union; or (d) in presented for payment more than 30 days after the event of payment to a non-Italian resident legal entity or a non-Italian resident individual, Relevant Date except to the extent that interest or other a holder would have been entitled to additional amounts are paid on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a non-Italian resident legal entity or a non-Italian resident individual which is resident Business Day for payment as provided in a country not included in the list of countries set forth in D.M. 4 September 1996 Condition 8(d) (as, or as may subsequently be, amended or supplemented) which allow for a satisfactory exchange of information with the Italian tax authoritiesPayments on Business Days); or (e) with respect to payments made by the Guarantor, for or on account of any Taxes applicable "imposta sostitutiva" pursuant to the provisions of Decree No. 600 of 29 September 1973239, as amended from time to timeand/or supplemented or, for the avoidance of doubt, Italian Legislative Decree 21 November 1997, No. 461 as amended and any related implementing regulations; or (f) on account of imposta sostitutiva pursuant to Decree 239 with respect to any Note or Coupon, including supplemented and in all circumstances in which the procedures to obtain an exemption from imposta sostitutiva or any alternative future system of deduction or withholding set forth in Decree 239, in order to benefit from an exemption from "imposta sostitutiva" have not been met or complied with, except ; or (f) where such procedures have not been met withholding or complied deduction is required to be made pursuant to Italian Law Decree 30 September 1983, No. 512 converted into law with due to the actions or omissions of the Issuer or its agentsamendments by Law 25 November 1983, No. 649; or (g) presented for payment where such withholding or deduction is imposed by Luxembourg on the basis of the Luxembourg law of 23 December 2005 introducing a final withholding tax on certain savings income, as amended; or (h) any combination of the items above. For the avoidance of doubt, notwithstanding any other provision of the Conditions, any amounts to be paid on the Notes by or on behalf of the Issuer or the Guarantor will be paid net of any deduction or withholding Taxes that are imposed or required withheld pursuant to an agreement described in Section 1471(b) Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 to 1474 of the Code Relevant Date (or any amended or successor version of such sections that is substantively comparable and not materially more onerous to comply with), any regulations thereunder or promulgated thereunder, any official interpretations thereof) , any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States and another jurisdiction facilitating with respect to the implementation thereof (foregoing or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreementagreements entered into pursuant to Section 1471(b)(1) (any such withholding or deduction, a “FATCA Withholding”). Neither of the Issuer, the Guarantor nor any other Person will be required to pay any additional amounts in respect of FATCA WithholdingCode.