Non-United States Persons. If Purchaser is not a United States person, such Purchaser hereby represents that such Purchaser is satisfied as to the full observance of the laws of such Purchaser’s jurisdiction in connection with any invitation to subscribe for the Shares and the Conversion Shares or any use of this Agreement, the Investor Rights Agreement and the Voting Agreement, including (i) the legal requirements within such Purchaser’s jurisdiction for the purchase of Shares and the Conversion Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such securities. Such Purchaser’s subscription and payment for, and such Purchaser’s continued beneficial ownership of, the Shares and the Conversion Shares will not violate any applicable securities or other laws of such Purchaser’s jurisdiction.
Non-United States Persons. Each Lender that is not a United States ------------------------- Person as such term is defined in(S) 7701(a)(30) of the Code (a "United States ------------- Person") shall complete and deliver to Borrower, prior to the date on which the ------ first payment to such Lender is due hereunder, a duly certified Internal Revenue Service Form 1001 in duplicate claiming that it is entitled to complete exemption from United States withholding tax under an income tax treaty to which the United States is a party or a duly certified Internal Revenue Service Form 4224 in duplicate claiming that the payments of interest and the return of the principal amount of Loans, including Capitalized Interest to be received under this Loan Agreement are effectively connected with the conduct of a trade or business of such Lender in the United States, as appropriate. Each Lender further agrees to complete and deliver to Borrower from time to time as required by Applicable Law any successor or additional form or certificate required by the Internal Revenue Service in order to secure complete exemption from United States withholding tax. If for any reason during the term of this Loan Agreement, a Lender becomes unable to submit the forms or certificate referred to above or the information or representations contained therein is no longer accurate in any material respect, such Lender shall notify Administrative Agent and Borrower in writing to that effect.
Non-United States Persons. Purchaser hereby represents that Purchaser is satisfied as to the full observance of the laws of Purchaser’s jurisdiction in connection with any invitation to subscribe for the Securities and the Additional Notes (and securities issuable upon conversion thereof) or any use of this Agreement, including (i) the legal requirements within Purchaser’s jurisdiction for the purchase of the Securities and the Additional Notes (and securities issuable upon conversion thereof), (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such securities. Purchaser’s subscription and payment for, and Purchaser’s continued beneficial ownership of, the Securities and the Additional Notes (and securities issuable on conversion thereof) will not violate any applicable securities or other laws of Purchaser’s jurisdiction.
Non-United States Persons. Subscribers and Beneficial Owners (as defined above) that are not "United States persons" are required to provide information about their status for withholding tax purposes on Form W-8BEN (for non-United States Beneficial Owners), Form W-8IMY (for non-United States intermediaries, Flow-Through Entities, and certain United States branches), Form W-8EXP (for non-United States governments, non-United States central banks of issue, non-United States tax-exempt organizations, non-United States private foundations, and governments of certain United States possessions), or Form W-8ECI (for non-"United States persons" receiving income that is effectively connected with the conduct of a trade or business in the United States), as more specifically described in the instructions accompanying those forms. Any Subscriber or Beneficial Owner that is not a "United States person" must also provide a United States taxpayer identification number on the applicable Form W-8. Subscribers may access the IRS website (xxx.xxx.xxx) to obtain the appropriate form W-8 and its instructions. The completed forms should be returned with the Subscriber's Subscription Agreement. Do not send them to the IRS. Non-United States persons may also be asked to provide certain information with respect themselves and, if applicable, their beneficial owners, under .the Foreign Account Tax Compliance Act ("FATCA") provisions of the Internal Revenue Code (the "Code") in order for the Partnership to be in compliance with FATCA and to avoid withholding under Chapter 4 of the Code. The information required under the FATCA provisions of the Code is separate and distinct from the Form W-8 certifications described above.
Non-United States Persons. 10. An individual who is not a resident of the United States.
Non-United States Persons. Purchaser hereby represents that Purchaser is satisfied as to the full observance of the laws of Purchaser’s jurisdiction in connection with any invitation to subscribe for the Additional Note and the Conversion Securities or any use of the Note Purchase Agreement, including (i) the legal requirements within Purchaser’s jurisdiction for the purchase of the Additional Note and the Conversion Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such securities. Purchaser’s subscription and payment for, and Purchaser’s continued beneficial ownership of, the Additional Note and the Conversion Securities will not violate any applicable securities or other laws of Purchaser’s jurisdiction.
Non-United States Persons. (9) ______ The undersigned certifies that it is not and has not been a U.S. Person as defined by Rule 902 of the Securities Act and is not acquiring the securities for the account or benefit of any U.S. Person.
Non-United States Persons. Each Lender that is not a United ------------------------- States Person as such term is defined in (S) 7701(a)(30) of the Code (a "United ------ States Person") shall complete and deliver to Borrower, prior to the date on ------------- which the first payment to such Lender is due hereunder, a duly certified Internal Revenue Service Form 1001 in duplicate claiming that it is entitled to complete exemption from United States withholding tax under an income tax treaty to which the United States is a party or a duly certified Internal Revenue Service Form 4224 in duplicate claiming that the payments to be received under this Loan Agreement are effectively connected with the conduct of a trade or business of such Lender in the United States, as appropriate. Each Lender further agrees to complete and deliver to Borrower from time to time any successor or additional form or certificate required by the Internal Revenue Service in order to secure complete exemption from United States withholding tax. If for any reason during the term of this Loan Agreement, a Lender becomes unable to submit the forms or certificate referred to above or the information or representations contained therein is no longer accurate in any material respect, such Lender shall notify Agent and Borrower in writing to that effect.
Non-United States Persons. If the Subscriber (or, if the Subscriber is a Disregarded Entity, the Subscriber's Owner) is not a U.S. Person, the Subscriber or the Subscriber's Owner (as applicable) must complete the appropriate IRS Form W-8, which can be obtained at the Internal Revenue Service website at xxx.xxx.xxx, and submit with the completed IRS Form W-8 any additional documentation required in connection therewith. Send one (1) fully-executed and completed copy of the foregoing by electronic mail, and one (1) original of the foregoing by overnight courier, to Xxxx Xxxxxxxx at the address indicated on the cover page of this packet. DO NOT SEND THESE DOCUMENTS TO ANY OTHER PERSON UNLESS EXPRESSLY INSTRUCTED. If you have any questions concerning the completion of the Subscriber Financial Information Packet, please contact Xxxx Xxxxxxxx of Advent International Corporation at (000) 000-0000. ACTIVE/83648739.2 ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP Attachment 1 Subscriber Information Name of Subscriber Address of Subscriber Commonwealth of Pennsylvania State Employees' Retirement System 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Harrisburg, PA 17101 Country of Residence or Organization (or, for entities organized in the Taxpayer Identification Number (U.S. citizens and residents only) United States, state of organization) Pennsylvania Foreign Taxpayer Identification Number (if applicable) Foreign Taxpayer Identification Number Country (if applicable) Account Name to the Financial Institution om which the Subscriber's Ca ital Contributions will be wired to the Partnershi ***SEE ATTACHED FOR REMIANDER*** Name and Address of Financial Institution o Wire Transfer Bank/ABA Number Account Name Account Number o Check Payee Name Payee Address Brokerage Firm Name Account Name Account Number ACTIVE/00000000.2 1- •
