Withholding Forms. Each Bank that is not incorporated or organized under the laws of the United States of America or a state thereof or the District of Columbia (a "Non-U.S. Bank") agrees that it will deliver to each of the Borrower and the Agents, within ten (10) days after the Closing Date, or, in the case of any Non-U.S. Bank that becomes a Bank pursuant to an Assignment and Acceptance, on the date of such Assignment and Acceptance, two duly completed copies of United States Internal Revenue Service Form 1001 or 4224 (or a successor form) certifying that such Non-U.S. Bank is entitled to receive all payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Non-U.S. Bank that so delivers a Form 1001 or 4224 further undertakes to deliver to each of the Borrower and the Agents two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or promptly after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agents, in each case certifying that such Non-U.S. Bank is entitled to receive payments under this Credit Agreement and the Notes without deduction or withholding of any United States federal income taxes, unless an event (including any change in treaty, law, or regulation) has occurred prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Non-U.S. Bank from duly completing and delivering any such form with respect to it and such Non-U.S. Bank advises the Borrower and the Agents that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.
Withholding Forms. Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and having only possession thereof. The Fund and the Advisor will pay or reimburse Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Property incurred in connection herewith and will indemnify and hold harmless Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account will be subject to withholding regulations then in force with respect to United States taxes. Due to the requirement that all escrow accounts have Taxpayer Identification Numbers documented by appropriate W-8 or W-9 forms, Fund and Advisor will return the appropriate form to Escrow Agent, duly completed and signed by the proper party’s Authorized Representative. The Fund and the Advisor acknowledge that failure to provide such forms may prevent or delay disbursement of the Escrow Property hereunder.
Withholding Forms. Upon any transfer of any interest in the Credit Facilities (or any change in status of Lender to be other than a corporation), Lender shall execute and deliver to Borrower one or more (as Borrower may reasonably request) United States Internal Revenue Service Forms W-9, W-8ECI or W-8BEN or such other forms or documents, appropriately completed, as may be applicable to establish that Lender is exempt from or subject to a reduced rate of withholding taxes.
Withholding Forms. (i) Each Lender that is not created or organized under the laws of the United States or a political subdivision thereof shall deliver to the Company on or before the date of the Restatement Date or upon becoming, and from time to time thereafter upon the Company’s request, a Lender a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender to the effect that such Lxxxxx is eligible to receive payments hereunder and under the Notes without deduction or withholding of United States federal income tax (I) under the provisions of an applicable tax treaty concluded by the United States (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 1001 (or any successor or substitute form or forms)) or (II) under Sections 1441(c) (1) and l442(a) of the Code (in which case the certificate shall be accompanied by two duly completed copies of IRS Form 4224 (or any successor or substitute form or forms)), or (III) in the case of any Lender claiming exemption from United States withholding tax with respect to “portfolio interest,” a properly completed and executed IRS Form W-8 (or any successor or substitute form or forms) and a certificate representing that such holder is not a “bank” for purposes of Section 881(c) of the Code, is not a “10% shareholder” of the Company within the meaning of Section 871(h)(3)(B) of the Code, and is not a “controlled foreign corporation” with respect to the Company within the meaning of Section 864(d)(4) of the Code.
Withholding Forms. At or prior to the Closing, each Selling Securityholder shall deliver to the Buyer a properly completed IRS Form W-9 establishing an exemption from backup withholding.
Withholding Forms. The Investor represents, warrants and agrees (for the benefit of the Partnership and of any person or entity who participated in the offer or sale of the Partnership Interest) that it will provide in a timely manner a properly completed U.S. Internal Revenue Service Tax Form W-8BEN, W-8BEN-E, W-8IMY, W-8EXP or W-8ECI (each, a foreign person certificate) or W-9 (a U.S. person certificate), as appropriate, and any other forms or documents as required by the General Partner (including but not limited to the Self-Certification Form attached to this Subscription Agreement), and to the extent the Investor has provided a W-8IMY, the Investor represents, warrants and agrees that it will provide properly completed withholding certificates for its beneficial owners. If providing a W-8IMY, the Investor agrees that the Partnership may charge the Investor for any incremental tax accounting expenses incurred as a consequence of Investor’s structure. The Investor shall (a) promptly inform the General Partner of any change in such information and (b) furnish to the Partnership a new properly completed and executed IRS Form W-9, appropriate IRS Form W-8 (and any accompanying required documentation), as may be requested from time to time by the General Partner and as may be required under the Internal Revenue Service instructions to such forms, the Code, any applicable Treasury Regulations or any other applicable law or regulation. The Investor shall cooperate with the General Partner to provide in a timely manner any other information, form, disclosure, certification or documentation that the General Partner may reasonably request (including, without limitation, (x) the name, address and taxpayer identification number of any “substantial U.S. owner” of the Investor or other information required to reduce or eliminate any withholding tax directly or indirectly imposed on or collected by or with respect to the Partnership or any other entity in which such entities invest pursuant to (a) Sections 1471 through 1474 of the Code and any associated legislation, regulations or guidance, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting, financial or tax information sharing, and/or withholding tax regimes, (b) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard (the “CRS”) and any associated guidance, (c) any intergovernmental agreem...
Withholding Forms. (a) Each Bank that is organized under the laws of a jurisdiction outside the United States hereby agrees that, if and to the extent it is legally able to do so and has not already done so, it shall, prior to the date of the first payment by the Borrower hereunder to be made to such Bank or for such Bank's account, deliver to the Borrower and the Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including two (2) duly completed originals of Internal Revenue Service Form 1001 or Form 4224 and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Bank establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank of a trade or business in the United States or (ii) totally exempt from United States federal withholding taxes under a provision of an applicable tax treaty or, in the case of a Bank that is not a "bank" under Section 881(c) of the Code, a Form W-8 and a certificate stating that such Bank is not a "bank" within the meaning of the aforementioned Code Section .
Withholding Forms. (i) Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and having only possession thereof. Buyer will pay or reimburse Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Property incurred in connection herewith and will indemnify and hold harmless Escrow Agent from any amounts that it is obligated to pay in the way of such CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. taxes. The Escrow Agent shall be entitled to deduct and withhold from any payments of income from the Escrow Accounts such amounts as are required to be deducted and withheld from such payments under the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunder. Buyer and GSH each agrees to provide, and GSH agrees to provide on behalf of each Seller listed on Schedule III, the appropriate IRS Forms W-8 or W-9 to Escrow Agent, duly completed and signed by each such person or its Authorized Representative. Buyer and GSH acknowledge that failure to provide such forms may prevent or delay disbursement of the Escrow Property hereunder. Each of Buyer and GSH agrees to submit or provide a new IRS Form W-8 or W-9 (as the case may be) should the jurisdiction of the relevant person’s domicile or residence change or any other change in circumstances make the originally provided form inaccurate during the term of this Agreement.
Withholding Forms. At or prior to the Closing, each Company Stockholder shall deliver to the Buyer a properly completed Internal Revenue Service Form W-9.
Withholding Forms. 57 ----------------- 6.3.4. Exclusions................................................................58 ---------- 6.4. Computations.........................................................................58 ------------ 6.5. Inability to Determine Eurodollar Rate...............................................59 -------------------------------------- 6.6. Illegality...........................................................................59 ---------- 6.7. Additional Costs, etc................................................................59 --------------------- 6.8. Capital Adequacy.....................................................................61 ---------------- 6.9. Certificate..........................................................................61 ----------- 6.10. Indemnity...........................................................................62 --------- 6.11. Interest After Default..............................................................62 ---------------------- 6.11.1. Overdue Amounts..........................................................62 --------------- 6.11.2. Amounts Not Overdue......................................................62 ------------------- 6.12. Usury...............................................................................62 -----
