United Kingdom Tax Matters Sample Clauses
The 'United Kingdom Tax Matters' clause outlines the responsibilities and obligations of the parties regarding tax compliance and liabilities specific to the UK. It typically addresses issues such as the payment of UK taxes, the handling of tax withholdings, and the provision of necessary documentation to support tax filings or claims for relief. For example, it may require one party to provide tax residency certificates or to indemnify the other party against certain UK tax liabilities. The core function of this clause is to ensure that both parties are clear on their tax-related duties under UK law, thereby minimizing the risk of unexpected tax exposure or disputes.
United Kingdom Tax Matters. (A) The provisions of this Section 14.4(c) shall only apply in respect of the U.K. Borrower under any Credit Document (a “Relevant Borrower”) to any Lender.
(B) Tax gross-up
i. Each Relevant Borrower shall make all payments to be made by it under any Credit Extension without any Tax Deduction unless a Tax Deduction is required by law.
ii. A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Relevant Borrower.
iii. If a Tax Deduction is required by law to be made by a Relevant Borrower, the amount of the payment due from that Relevant Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
iv. A payment shall not be increased under clause (iii) above by reason of a Tax Deduction on account of Taxes imposed by the United Kingdom if, on the date on which the payment falls due:
1) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a U.K. Qualifying Lender, but on that date that Lender is not or has ceased to be a U.K. Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority;
2) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (i)2 of the definition of the U.K. Qualifying Lender, and an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the U.K. ITA which relates to the payment and that Lender has received from the Relevant Borrower making the payment a certified copy of that Direction; or
3) the relevant Lender is a U.K. Qualifying Lender solely by virtue of clause (i)2 of the definition of U.K. Qualifying Lender and the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Relevant Borrower, on the basis that the Tax Confirmation would have enable...
United Kingdom Tax Matters. (a) The provisions of this Section 3.08 shall only apply in respect of any UK Borrower, and in respect of any such UK Borrower, the provisions of Section 3.01 shall not apply.
United Kingdom Tax Matters. (a) The provisions of this Section 1.7 shall only apply in respect of the UK Borrower (a “Relevant Borrower”).
United Kingdom Tax Matters. (a) The provisions of this Section 5.11 shall only apply in respect of a loan to the UK Borrower, and in respect of any such loan, the provisions of Sections 5.8 and 5.9 shall not apply.
United Kingdom Tax Matters. The provisions of Section 5.8 (other than this Section 5.8.4)
United Kingdom Tax Matters. (a) This Option is a nonqualified option under the United States’ Internal Revenue Code of 1986, as amended. The Company does not make any representation regarding whether the Option is tax-qualified under the tax laws of England or the United Kingdom and provides no assurances as to the tax consequences of this Option under the tax laws of England or the United Kingdom.
(b) The Optionee represents that the Optionee has had an opportunity to consult with his or her advisors respecting the tax treatment of this Option under the tax laws of England or the United Kingdom, and is not relying on the Company for advice in this regard.
(c) In order to permit the Company to comply with all applicable United States’ federal or state income tax laws or regulations, or the applicable tax laws and regulations of England or the United Kingdom, the Company may take such action as it deems appropriate to insure that, if necessary, all applicable payroll, income or other taxes are withheld from any amounts payable by the Company to the Optionee. If the Company is unable to withhold such taxes, for whatever reason, the Optionee hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under applicable tax laws and regulations. The Optionee agrees to indemnify the Company against any liability it may incur for secondary Class I National Insurance Contributions and agrees that the Company may recover from the Optionee (in such manner as the Company may determine and notify to the Optionee at any time before this Option is first exercised) the whole or any part of any such contributions payable as a result of the Option being exercised.
United Kingdom Tax Matters. For the purposes of United Kingdom corporation tax, any Adjusted Global Net Income shall be allocated to the Members in accordance with Clause 7 and any Adjusted Global Net Losses shall be allocated in accordance with Clause 8.
United Kingdom Tax Matters. The provisions of Sections 4.7(a), (c) and (d) shall not apply, and instead the provisions of this Section 4.7(f) shall apply, on the payment of any amount of interest with respect to any advance under any Loan Document, with respect to any Loan made to any U.K. Borrower or in respect of any Letter of Credit issued with respect to any U.K. Borrower.
(i) Solely for the purposes of this Section 4.7(f), the following terms shall have the following meanings:
United Kingdom Tax Matters. The provisions of Section 5.8 (other than this Section 5.8.9) shall not apply, and instead the provisions this Section 5.8.9 shall apply, to any advance under any Loan Document to any UK Borrower or any other Borrower to whom the provisions of Section 874 ITA would apply (ignoring any exceptions) on the payment of any amount of interest (each a “Relevant Borrower” for the purposes of this Section 5.8.9) to any Lender.
(a) Solely for the purposes of this Section 5.8.9, the following terms shall have the following meanings:
United Kingdom Tax Matters. Instead of Sections 5.8.1, 5.8.2, 5.8.3 and 5.8.5, the provisions of this Section 5.8.8 shall apply to any advance under any Loan Document to any UK Borrower (each a “Relevant Borrower” for the purposes of this Section 5.8.8): Solely for the purposes of this Section 5.8.8, the following terms shall have the following meanings: