Non-U.S. Recipient Sample Clauses
The Non-U.S. Recipient clause defines the status and obligations of parties who are not based in the United States within the context of an agreement. Typically, this clause outlines specific requirements for foreign recipients, such as providing certain tax documentation (like IRS Form W-8BEN) or complying with U.S. tax withholding rules. By clearly distinguishing non-U.S. recipients, the clause ensures proper tax treatment and compliance with relevant U.S. laws, thereby reducing the risk of legal or financial penalties for both parties.
Non-U.S. Recipient shall deliver to Borrower Representative and Agent (or any Lender granting a participation in case the Non-U.S. Recipient is a Participant) on or prior to the date on which such Non-U.S. Person becomes a party to this Agreement or a Participant (and from time to time thereafter upon the reasonable request of Borrower Representative or Agent but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form W‑8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (B) executed originals of Internal Revenue Service Form W‑8ECI; (C) executed originals of Internal Revenue Service Form W‑8IMY and all required supporting documentation; (D) each Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, shall provide (x) a certificate to the effect that such Non-U.S. Recipient is not (1) a "bank" within the meaning of section 881(c)(3)(A) of the Code, (2) a "10 percent shareholder" of Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (3) a "controlled foreign corporation" described in section 881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN; and/or (E) executed originals of any other form prescribed by applicable law (including FATCA) as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrower Representative or Agent to determine the withholding or deduction required to be made. Each Non-U.S. Recipient shall promptly notify Borrower Representative and Agent (or any Lender granting a participation if the Non-U.S. Recipient is a Participant) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.
Non-U.S. Recipient. Each Seller and each Affiliate designated by a Seller to receive the Closing Stock Consideration is not a U.S. Person (as defined in Rule 902(k) promulgated under the Securities Act) (each Seller and each such Affiliate, a “Non-U.S. Recipient”). For purposes of this Section 3.6, “Shares” shall mean the Parent Stock to be issued to a Non-U.S. Recipient pursuant to this Agreement.
Non-U.S. Recipient shall deliver to Borrower Representative and Agent (or any Lender granting a participation in case the Non-U.S. Recipient is a Participant) on or prior to the date on which such Non-U.S. Person becomes a party to this Agreement or a Participant (and from time to time thereafter upon the reasonable request of Borrower Representative or Agent but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (B) executed originals of Internal Revenue Service Form W-8ECI; (C) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation;