Withholding Certificates Clause Samples
The Withholding Certificates clause establishes the requirement for parties to provide documentation or certificates related to tax withholding obligations. In practice, this means that a party receiving payments must furnish the necessary tax forms or certificates to the paying party, such as IRS Form W-8 or W-9, to confirm their tax status and determine the correct amount of tax to withhold. This clause ensures compliance with tax laws and helps prevent unnecessary or excessive tax withholding by clarifying each party's responsibilities regarding tax documentation.
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Withholding Certificates. The Administrative Agent, on the Original Effective Date, and each Lender, upon becoming a Lender hereunder, and each Person to which any Lender grants a participation (or otherwise transfers its interest in this Note), agrees that it will deliver, as soon as commercially practicable, to the Borrower and the Administrative Agent (and the Administrative Agent agrees that it will deliver to the Borrower) (i) in the case of the Administrative Agent, Form W-8IMY (together with any withholding statement required by applicable law) in respect of amounts to be received for or on account of the Lenders and Form W-8ECI in respect of amounts to be received for its own account; (ii) in the case of a Lender or Person that is a United States person (as defined in Section 7701(a)(30) of the Code), a copy of a United States Internal Revenue Service Form W 9; or (iii) in the case of a Lender or Person that is not a United States person, a duly completed and executed letter in the form of Exhibit C-l, Exhibit C-2 or Exhibit C-3 (Forms of “Withholding Certificate (Treaty)”, “Withholding Certificate (Effectively Connected)” and “Withholding Certificate (Portfolio Interest)”) as appropriate, and two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that the Administrative Agent or Lender is entitled to receive payments under this Note without deduction or withholding of any United States federal income or withholding taxes and including, in each case, a U.S. taxpayer identification number (“TIN”) if required by such form or otherwise necessary to obtain the benefits being claimed. Each Lender which delivers to the Borrower and the Administrative Agent a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to the Borrower and to the Administrative Agent further copies of said letter and Form W-8BEN or W-8ECI, or successor applicable forms, or other manner of certification or procedure, as the case may be, on or before the date that any such letter or form expires or becomes obsolete or within a reasonable time after gaining knowledge of the occurrence of any event requiring a change in the most recent letter and forms previously delivered by it to the Borrower and the Administrative Agent, and such extensions or renewals thereof as may reasonably be requested by the Borrower or the Administrative Agent, certifying in the case of a Form...
Withholding Certificates. Such Purchaser shall at the Closing, and subsequently as requested by the Company, provide to the Company a duly completed and valid IRS Form W-9 or W-8 (of the type applicable to such Purchaser), as applicable, executed in its name or, if the Purchaser is a single-member entity that is disregarded for U.S. federal income tax purposes, the name of its single owner.
Withholding Certificates. At or prior to the Closing, Bold will deliver a properly executed IRS Form W-9 with respect to itself to Parent and Pacers OpCo.
Withholding Certificates. The Purchaser shall deliver to the Company, as applicable, either (i) two copies of a properly completed and duly executed applicable Internal Revenue Service Form W-9 or (ii) a certificate to the effect that Buyer is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, is not a “10-percent shareholder” within the meaning of Section 881(c)(3)(B) of the Code and is not a controlled foreign corporation as described in Section 881(c)(3)(C) of the Code, and two copies of a properly completed and duly executed Internal Revenue Service Form W-8BEN or Form W-8IMY transmitting one or more for W-8BENs. At the reasonable request of the Company, the Purchaser shall provide replacement forms if previously provided forms are no longer effective.
Withholding Certificates. The Partnership shall use its reasonable best efforts to obtain and deliver to Parent prior to the Partnership Merger Effective Time a duly executed certificate of non-foreign status, dated as of the date of the Company Merger Effective Time, from each holder of Partnership OP Units that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) in compliance with Treasury Regulations 1.1445-2(b)(2), Section 1446(f)(2)(A) of the Code, IRS Notice 2018-29 and Proposed Treasury Regulations Section 1.1446-2(b)(2); provided, however, that in the event that any such certificate of non-foreign status is not delivered to Parent prior to the Partnership Merger Effective Time, Parent’s remedy shall be limited to withholding pursuant to this Agreement.
Withholding Certificates. Each agency may require employees or members of the Armed Forces under its jurisdiction to complete a with- holding certificate in order to cal- culate the amount to be withheld. The agency shall use the withholding cer- tificate which the State, city or county has prescribed. Where the State, city or county has not prescribed a certifi- cate, the agency may use a certificate approved by the Department of the Treasury. The agency may rely on the information in the certificate. Copies of completed certificates shall be pro- vided to the taxing authority by agen- cies upon request. [42 FR 33731, July 1, 1977. Redesignated at 71 FR 2150, Jan. 13, 2006]
Withholding Certificates. From each Holder acquiring Notes on the Closing Date, either (A) a properly completed and duly executed Internal Revenue Service Form W-9 or (B) a properly completed and duly executed Internal Revenue Service Form W-8IMY to which are attached forms described in clause (A) in respect of each beneficial owner of the Notes.
Withholding Certificates. The Purchaser shall at the Closing, and subsequently as requested by the Company, provide to the Company a duly completed and valid IRS Form W-8 (of the type applicable to the Purchaser) or W-9, as applicable, executed in its name or, if the Purchaser is a single-member entity that is disregarded for U.S. federal income tax purposes, the name of its single owner. Purchasers providing a Form W-8 (other than Form W-8ECI) are hereby notified that the Company intends to withhold federal income tax from payments to them at the rate required under applicable law (including any applicable income tax treaty).
Withholding Certificates. In order to comply with Section 1446 of the Code and the applicable Treasury Regulations thereunder each Member shall provide to the Company a properly executed withholding certificate (e.g. ▇-▇▇▇▇, ▇-▇▇▇▇, ▇-▇) certifying their status as a U.S. Person or non-U.S. person. Failure by any Member to provide such withholding certificate shall authorize the Manager to withhold from such Member the amount required to be withheld under Section 1446 of the Code and the Treasury Regulations thereunder in the event of the allocation to such Member of “effectively connected taxable income” as defined in the Code and the Treasury Regulations thereunder.
Withholding Certificates. Each Seller shall have delivered or caused to be delivered to Buyer such certificates, in form and substance satisfactory to Buyer, duly executed and acknowledged, as are necessary to establish that no amount paid by Buyer pursuant to this Agreement is subject to withholding pursuant to any provision of Tax law or regulations thereunder, including without limitation Code Section 1445.