Tax Representations. (A) For the purpose of Section 3(f) of the Agreement, Counterparty is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of Delaware. Counterparty is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). For the purpose of Section 3(f) of the Agreement, Dealer is a U.S. person (as that term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes.. (B) For purposes of Section 3(e) of the Agreement, each of Dealer and Counterparty represents and warrants to, and agrees with, the other party that it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or any amount treated as interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement or this Confirmation. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”) and Section 10(y) of this Confirmation, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii) of this Confirmation and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii) of this Confirmation and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”), except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 4 contracts
Sources: Base Call Option Transaction (Integra Lifesciences Holdings Corp), Base Call Option Transaction (Integra Lifesciences Holdings Corp), Additional Call Option Transaction (Integra Lifesciences Holdings Corp)
Tax Representations. (A) For the purpose of Section 3(f) of the Agreement, Counterparty Company is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of Delaware. Counterparty Company is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). For the purpose of Section 3(f) of the Agreement, Dealer is a U.S. person (as that term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes...
(B) For purposes of Section 3(e) of the Agreement, each of Dealer and Counterparty Company represents and warrants to, and agrees with, the other party that it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or any amount treated as interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement or this Confirmation. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”) and Section 10(y10(bb) of this Confirmation, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii10(bb)(iii) of this Confirmation and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii10(bb)(iii) of this Confirmation and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”), except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 4 contracts
Sources: Warrant Agreement (Integra Lifesciences Holdings Corp), Warrant Agreement (Integra Lifesciences Holdings Corp), Warrant Agreement (Integra Lifesciences Holdings Corp)
Tax Representations. (Ai) For the purpose of Section 3(f) of the Agreement, Counterparty is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of Delaware. Counterparty is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). For the purpose of Section 3(f) of the Agreement, Dealer is a U.S. person (as that term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes..
(B) For purposes of Section 3(e) of the Agreement, each of Dealer and Counterparty represents and warrants to, and agrees with, party makes the other party that it following representation:
(A) It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or and any amount treated as other payments of interest and penalty charges for U.S. federal income tax purposeslate payment) to be made by it to the other party under the Agreement or this Confirmation. Agreement.
(B) In making this representation, it a party may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”) and Section 10(y) of this ConfirmationAgreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii) of this Confirmation Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii) of this Confirmation Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”)Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
(ii) For the purpose of Section 3(f) of the Agreement:
(A) BofA makes the following representation(s):
(1) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes.
(2) It is a financial institution that is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(M).
(B) The Counterparty represents that it is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes. Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Confirmation enclosed for that purpose and returning it to ▇▇▇▇ ▇▇▇▇▇▇▇▇ at Bank of America, N.A. (email ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). Yours sincerely,
Appears in 3 contracts
Sources: Registered Forward Transaction (Affiliated Managers Group Inc), Registered Forward Transaction (Affiliated Managers Group Inc), Registered Forward Transaction (Affiliated Managers Group Inc)
Tax Representations. (A) For the purpose of Section 3(f) of the Agreement, Counterparty Company is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of Delaware. Counterparty Company is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). For the purpose of Section 3(f) of the Agreement, Dealer is a U.S. person (as that term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes..
(B) For purposes of Section 3(e) of the Agreement, each of Dealer and Counterparty Company represents and warrants to, and agrees with, the other party that it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or any amount treated as interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement or this Confirmation. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”) and Section 10(y10(bb) of this Confirmation, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii10(bb)(iii) of this Confirmation and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii10(bb)(iii) of this Confirmation and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”), except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 2 contracts
Sources: Warrant Agreement (Integra Lifesciences Holdings Corp), Warrant Agreement (Integra Lifesciences Holdings Corp)
Tax Representations. (A) For the purpose of Section 3(f) of the Agreement, Counterparty is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of Delaware. Counterparty is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). For the purpose of Section 3(f) of the Agreement, Dealer is a U.S. person (as that term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes...
(B) For purposes of Section 3(e) of the Agreement, each of Dealer and Counterparty represents and warrants to, and agrees with, the other party that it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of the Agreement or any amount treated as interest for U.S. federal income tax purposes) to be made by it to the other party under the Agreement or this Confirmation. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”) and Section 10(y) of this Confirmation, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii) of this Confirmation and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii) of this Confirmation and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”), except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
Appears in 2 contracts
Sources: Call Option Transaction (Integra Lifesciences Holdings Corp), Base Call Option Transaction (Integra Lifesciences Holdings Corp)
Tax Representations. (Ai) For the purpose of Section 3(f) of the Agreement, Counterparty is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of Delaware. Counterparty is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes and an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). For the purpose of Section 3(f) of the Agreement, Dealer is a U.S. person (as that term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes..
(B) For purposes of Section 3(e) of the Agreement, each of Dealer and Counterparty represents and warrants to, and agrees with, party makes the other party that it following representation:
(A) It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h2(e), 6(d)(ii) or 6(e) of the Agreement or and any amount treated as other payments of interest and penalty charges for U.S. federal income tax purposeslate payment) to be made by it to the other party under the Agreement or this Confirmation. Agreement.
(B) In making this representation, it a party may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”) and Section 10(y) of this ConfirmationAgreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii) of this Confirmation Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement or Section 10(y)(iii) of this Confirmation Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement (but replacing in Section 3(f) the word “Schedule” with the word “Confirmation”)Agreement, except provided that it will shall not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.
(ii) For the purpose of Section 3(f) of the Agreement:
(A) BofA makes the following representation(s):
(1) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes.
(2) It is a financial institution that is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(M).
(B) The Counterparty represents that it is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes. Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Confirmation enclosed for that purpose and returning it to ▇▇▇▇ ▇▇▇▇▇▇▇▇ at Bank of America, N.A. (email ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). Yours sincerely, BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Principal Confirmed as of the date first above written: AFFILIATED MANAGERS GROUP, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇, III Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇, III Title: Executive Vice President, General Counsel and Secretary [ ] Affiliated Managers Group, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Prides Crossing, MA 01965 Ladies and Gentlemen: This Pricing Supplement is the Pricing Supplement contemplated by the Registered Forward Transaction dated as of May 1, 2009 (the “Confirmation”) between Affiliated Managers Group, Inc. (“Counterparty”) and Bank of America, N.A. (“BofA”). For all purposes under the Confirmation,
(a) the Hedge Completion Date is [ ];
(b) the Number of Shares shall be [ ], subject to further adjustment in accordance with the terms of the Confirmation;
(c) the Initial Forward Price shall be USD [ ]; and
(d) the Final Date shall be [ ]
Appears in 1 contract
Sources: Registered Forward Transaction (Affiliated Managers Group Inc)