Subject to [clause (ii)] below, each Lender and each UK Borrower which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such UK Borrower to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the United Kingdom.
A payment by a UK Borrower shall not be increased under Section 2.17(a) by reason of a UK Tax Deduction on account of Taxes imposed by the UK on interest if, on the date on which the payment falls due:
Without limiting the generality of the foregoing in the case of a Borrower that is a resident for tax purposes of the United Kingdom, any Bank entitled to benefits under the United States/United Kingdom double tax treaty shall deliver to # the Internal Revenue Service (with copies delivered to TGI, the relevant Borrower and the Administrative Agent, in such number of copies as shall be requested by the recipient) on or prior to the date on which such Bank becomes a Bank under this Agreement (and from time to time thereafter upon the request of TGI or such Borrower or the Administrative Agent, but only if such Bank is legally entitled to do so) duly completed copies (in triplicate) of the United Kingdom HM Revenue & Customs Form US/Company 2002 (or such other form as may from time to time be prescribed by applicable law or regulation) claiming exemption from withholding on account of United Kingdom income tax pursuant to the United States/United Kingdom double tax treaty or # (but only if such Bank is a holder of a Double Taxation Treaty Passport) TGI and the Administrative Agent of such Bank’s HMRC DTTP number, and upon receipt thereof, the Loan Parties each agree to promptly complete and file such forms, certificates and documents and otherwise cooperate with such Bank, as such Bank may request from time to time, in order for such Bank to establish that such Bank is not subject to, or is entitled to a reduction in the amount of or exemption from, any deduction, withholding or other Taxes with respect to any payment to such Bank, including HMRC Form DTTP 2. The relevant Borrower and such Bank shall each provide all reasonable information and assistance to the Internal Revenue Service and Inland Revenue on a timely basis in order efficiently to process the relevant treaty claim, and shall keep each other (through the Administrative Agent) informed of any matters relating to such claim, including such Borrower
Additional Dutch Withholding Tax Matters. Each Lender and each Dutch Subsidiary which makes a payment to such Lender shall cooperate in completing any procedural formalities necessary for such Dutch Subsidiary to obtain authorization to make such payment without withholding or deduction for Taxes imposed under the laws of the Netherlands.
The Participant acknowledges that the Company shall require the Participant to pay the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Award and delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to require or permit the Participant to satisfy such obligations in whole or in part, and any local, state, federal, foreign or other income tax obligation relating to the Award, by delivery to the Company of shares of Common Stock held by the Participant (which are fully vested and not subject to any pledge or other security interest) and/or by the Company withholding shares of Common Stock from the Shares to which the Participant is otherwise entitled. The number of Shares to be withheld or delivered shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Such withholding obligations shall be subject to such terms and procedures as may be established by the Administrator.
"UK Treaty Lender" means a Lender which is entitled under a double taxation agreement with the United Kingdom to claim a reduction in United Kingdom withholding tax.
Tax Matters. The Corporation # makes no representation or undertaking regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and # does not commit to structure the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items. The Optionee acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying shares and that the Optionee should consult a tax advisor prior to such exercise or disposition.
Withholding Tax imposed on payments to non-U.S. counterparties under the United States Foreign Account Tax Compliance provisions or [Section 871(m)]. The parties hereto agree that for the Transaction the terms “Tax” and “Indemnifiable Tax” as defined in [Section 14] of the Agreement, shall not include any Tax imposed pursuant to [Section 1471 or 1472]2] of the Code, as amended, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”) or any Tax imposed pursuant to [Sections 871(m)] (a "[Section 871(m)] Tax"). For the avoidance of doubt, a FATCA Withholding Tax or [Section 871(m)] Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of [Section 2(d)(i)] of the Agreement.
Tax Matters. For purposes of [Sections 4(a)(i) and (ii)])] of the Agreement, Counterparty agrees to deliver to Dealer, upon request, one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto). Dealer shall provide to Counterparty one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) or applicable United States Internal Revenue Service Form W-8 (or successor thereto), upon reasonable request of Counterparty.
Tax Matters. Except as described on [Schedule 5.8] and except those being contested in good faith with adequate reserves under GAAP, # Borrower has filed all material federal, state and local tax returns that it is required to file, # Borrower has duly paid or fully reserved (in accordance with GAAP) for all taxes or installments thereof (including any interest or penalties) as and when due, which have or may become due pursuant to such returns, and # Borrower has paid or fully reserved (in accordance with GAAP) for any tax assessment received by Borrower for the three (3) years preceding the New Loan Effective Date, if any (including any taxes being contested in good faith and by appropriate proceedings).
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