Excluded U.K. Taxes definition

Excluded U.K. Taxes means, with respect to any Lender, any deduction for or on account of UK Taxes on any payment made to such Lender under a Credit Document if, on the date such payment due, either (a) such Lender is not, or has ceased to be, a UK Qualifying Lender (other than as a result of any Change in Law after the date it became a party under this Agreement); (b) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (b) of the definition of UK Qualifying Lender and an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the borrower or other obligor making the payment a certified copy of that direction and the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; (c) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (b) of the definition of UK Qualifying Lender and (i) the relevant Lender has not given a UK Tax Confirmation to the relevant borrower or other obligor making the payment and (ii) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the relevant borrower or other obligor making the payment, on the basis that the UK Tax Confirmation would have enabled the relevant borrower or other obligor making the payment to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; (d) such Lender is a UK Treaty Lender and the borrower or other obligor making the payment is able to demonstrate that such payment could have been made to such Lender without a UK Tax Deduction had such Lender complied with its obligations under Section 3.1(f) or (e) any UK Tax Deduction to the extent that the same would not have been imposed or made had a Lender (the “Original Lender”) not (i) assigned, transferred or otherwise disposed of any of its rights under this Agreement; or (ii) designated a new lending office; save in each case to the extent the withholding Tax arises as a result of any Change in Law after the date the Original Lender sells assigns, transfers or otherwise disposes of its rights under this Agreement or designates a new lending office.
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Excluded U.K. Taxes means, with respect to any Lender, U.K. Taxes on any payment made to such Lender under a Loan Document if, on the date such payment is due, either (a) such payment could have been made to such Lender without imposition of U.K. Taxes if such Lender were a U.K. Qualifying Lender, but on the date of such payment, such Lender is not, or has ceased to be, a U.K. Qualifying Lender (other than as a result of any Change in Law); (b) such payment would have been made to such Lender without imposition of U.K. Taxes but for a direction under section 931 of the United Kingdom Income Tax Act 2007 (as such provision had effect on the date on which such Lender became a party to this Agreement) relating to such payment and the U.K. Borrower has previously notified such Lender of the precise terms thereof; or (c) such Lender is a U.K. Treaty Lender and the U.K. Borrower is able to demonstrate that such payment could have been made to such Lender without imposition of U.K. Taxes had such Lender complied with its obligations under Section 3.01(e).
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Excluded U.K. Taxes means any withholding Taxes imposed by the United Kingdom on any amounts payable in respect of interest under any Loan Document to or for the account of a Recipient (being beneficially entitled to that payment) in circumstances where (i) the Recipient is not a Treaty Lender; or (ii) the Recipient is a Treaty Lender and the relevant Borrower is able to demonstrate that the payment could have been made to or for the account of the Recipient without any withholding, had that Lender complied with its obligations under Sections 3.01(g)(iii)(A) or (C)(III).
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More Definitions of Excluded U.K. Taxes

Excluded U.K. Taxes means, with respect to any Lender, U.K. Taxes on any payment made to such Lender under a Loan Document if, on the date such payment is due, either (a) such payment could have been made to such Lender without imposition of U.K. Taxes if such Lender were a U.K. Qualifying Lender, but on the date of such payment, such Lender is not, or has ceased to be, a U.K. Qualifying Lender (other than as a result of any Change in Law);(b) such payment would have been made to such Lender without imposition of U.K. Taxes but for a direction under section 931 of the United Kingdom Income Tax Act 2007 (as such provision had effect on the date on which such Lender became a party to this Agreement) relating to such payment and the U.K. Borrower has previously notified such Lender of the precise terms thereof; or (c) such Lender is a U.K. Treaty Lender and the U.K. Borrower is able to demonstrate that such payment could have been made to such Lender without imposition of U.K. Taxes had such Lender complied with its obligations under Section 3.01(e).
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Excluded U.K. Taxes means with respect to payments of interest under a Loan Document to any U.S. Lender or U.S. L/C Issuer (a) U.K. Taxes on such payments if, on the date such payment is due, (i) such payment could have been made to such Person without deduction for or on account of U.K. Taxes if such Person were a U.K. Qualifying Lender, but on the date of such payment, such Person is not or has ceased to be a U.K. Qualifying Lender (other than as a result of any Change in Law); (ii) such Person is a U.K. Qualifying Lender under subclause (b) of the definition of “U.K. Qualifying Lender” only and such payment would have been made to such Person without deduction for or on account of U.K. Taxes but for a direction given by an officer of H.M. Revenue & Customs (which has not been revoked) under section 931 of the United Kingdom Income Tax Act 2007 (as such provision had effect on the date on which such Person became a party to this Agreement) relating to such payment and the U.K. Borrower has supplied such Person with a certified copy of the direction; or (iii) such Person is a U.K. Treaty Lender and the U.K. Borrower is able to demonstrate that such payment could have been made to such Person without imposition of U.K. Taxes had such Lender complied with its obligations under Section 3.01(e) and (b) without prejudice to the generality of subclause (a) of this definition, in relation to a new applicable Lending Office designated by the relevant Lender or L/C Issuer, U.K. Taxes that are in effect and would apply at the time of such designation to payments to such Lending Office and which would not have applied had such payments been made without such designation having taken place (but assuming for this purpose that any necessary procedural formalities have been fulfilled).
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Excluded U.K. Taxes means, with respect to any Lender, any deduction for or on account of UK Taxes on any payment made to such Lender under a Credit Document if, on the date such payment due, either (a) such Lender is not, or has ceased to be, a UK Qualifying Lender (other than as a result of any Change in Law after the date it became a party under this Agreement); (b) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (b) of the definition of UK Qualifying Lender and an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the borrower or other obligor making the payment a certified copy of that direction and the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made; (c) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (b) of the definition of UK Qualifying Lender and (i) the relevant Lender has not given a UK Tax Confirmation to the relevant borrower or other obligor making the payment and (ii) the payment could have been made to the Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the relevant borrower or other obligor making the payment, on the basis that the UK Tax Confirmation would have enabled the relevant borrower or other obligor making the payment to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA;(d) such Lender is a UK Treaty Lender and the borrower or other obligor making the payment is able to demonstrate that such payment could have been made to such Lender without a UK Tax Deduction had such Lender complied with its obligations under Section 3.1(f) or (e) any UK Tax Deduction to the extent that the same would not have been imposed or made had a Lender (the “Original Lender”) not (i) assigned, transferred or otherwise disposed of any of its rights under this Agreement; or (ii) designated a new lending office; save in each case to the extent the withholding Tax arises as a result of any Change in Law after the date the Original Lender sells assigns, transfers or otherwise disposes of its rights under this Agreement or designates a new lending office.
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Excluded U.K. Taxes means UK withholding taxes imposed on amounts payable to or for the account of a Credit Party with respect to an applicable interest in a Loan, Letter of Credit or Commitment, if on the date on which payment of the amount falls due:
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Excluded U.K. Taxes means Taxes imposed by the United Kingdom on interest (a) that would not have arisen if the Person beneficially entitled to the payment to which such Taxes relate 26 [[5628733]]
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Excluded U.K. Taxes means Taxes imposed by the United Kingdom on interest (a) that would not have arisen if the Person beneficially entitled to the payment to which such Taxes relate had been a Qualifying U.K. Lender, but on the date on which the payment is made such recipient is not or has ceased to be a Qualifying U.K. Lender other than as a result of any change after the date such recipient became a Lender in (or in the interpretation, administration, or application of) any law or U.K. Treaty or any published practice or published concession of any relevant taxing authority, (b) in circumstances where an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to a payment to which such Taxes relate, and the payment could have been made to the recipient without any such Taxes if that Direction had not been made, or (iii) in circumstances where a Lender has not given a U.K. Tax Confirmation to the relevant U.K. Loan Party and the payment to which such Taxes relate could have been made without any such Taxes if such Lender had given a U.K. Tax Confirmation to the relevant U.K. Loan Party, on the basis that the U.K. Tax Confirmation would have enabled the U.K. Loan Party making such payment to have formed a reasonable belief that such payment was an “excepted payment” for the purpose of section 930 of the ITA. “Existing Letters of Credit Agreement” means the Letters of Creditthis Agreement as in effect immediately prior to the Fourth Amendment Effective Date. “Existing Dollar Term Loans” has the meaning specified in the Fourth Amendment. “Existing Letters of Credit” means the letters of credit specified on Schedule 2.4. “Extended/Modified Commitments” has the meaning specified in Section 2.20(a). 25 [[5286738]]
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Related to Excluded U.K. Taxes

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Non-Excluded Taxes as defined in Section 2.20(a).

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Excluded Withholding Taxes means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed or increased as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Facility Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Facility Office is changed, (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax and (iii) Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Canadian Taxes has the meaning specified in Section 11.05.

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Excluded Costs shall be defined as (i) any mortgage charges (including interest, principal, points and fees); (ii) brokerage commissions; (iii) salaries of executives and owners not directly employed in the management/operation of the Property; (iv) the cost of work done by Landlord for a particular tenant; (v) the cost of items which, by generally accepted accounting principles, would be capitalized on the books of Landlord or are otherwise not properly chargeable against income, except to the extent permitted pursuant to Section A (i) or (ii) above; (vi) the costs of Landlord’s Work and any contributions made by Landlord to any tenant of the Property in connection with the build-out of its premises; (vii) franchise or income taxes imposed on Landlord; (viii) costs paid directly by individual tenants to suppliers, including tenant electricity, telephone and other utility costs; (ix) increases in premiums for insurance when such increase is caused by the use of the Building by Landlord or any other tenant of the Building; (x) maintenance and repair of capital items not a part of the Building or the Property; (xi) depreciation of the Building; (xii) costs relating to maintaining Landlord’s existence as a corporation, partnership or other entity; (xiii) advertising and other fees and costs incurred in procuring tenants; (xiv) the cost of any items for which Landlord is reimbursed by insurance, condemnation awards, refund, rebate or otherwise, and any expenses for repairs or maintenance to the extent covered by warranties, guaranties and service contracts; (xv) costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants; and (xvi) costs incurred in connection with the clean-up, response action or remediation of Hazardous Materials at the Property; (xvii) costs incurred for the replacement of (i.e., as opposed to the maintenance and repair of) the Acid Neutralization Tank; (xviii) costs in connection with the leasing of space in the Building, including lease concessions, rental abatement and construction allowances granted to specific tenants; (xix) costs incurred with the sale, financing or refinancing of the Building, fines, interest and penalties incurred due to the late payment of taxes or expenses; (xx) costs incurred by Landlord in connection with the correction of defects in design and original construction of the Building or Property; the costs or expenses of any services or benefits provided generally to the other tenants in the Building and not provided or available to Tenant; sums (other than management fees, it being agreed that the management fees included in Building Operating Costs are as described above) paid to subsidiaries or other affiliates of Landlord for services on or to the Property, Building or the First Floor Premises, but only to the extent that the costs of such services exceed the competitive cost for such services rendered by persons or entities of similar skill, competence and experience; any general administrative expenses, which costs would not be chargeable to operating expenses of the Building in accordance with generally accepted accounting principles, consistently applied; or any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Excluded Tax means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient (a) Taxes imposed on or measured by net income (however denominated, and including branch profits taxes) and franchise taxes, in each case (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed on any Recipient as a result of a present or former connection between such Recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising from any such Recipient having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, any Credit Document, or sold or assigned an interest in any Credit Document or Loan); (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which such Lender (i) acquires such interest in the Loan or Commitment or otherwise becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) changes its lending office, except in each case, to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes that are attributable to the failure by any Recipient to deliver the documentation required to be delivered pursuant to Section 2.20(f) or Section 2.20(g); and (d) Taxes imposed under FATCA.

  • Excluded License means an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) the code becomes redistributable at no charge.

  • Excluded Obligor means an Obligor so designated in writing as such by the Agent or the Majority Purchasers in a notice to the Seller in good faith and in the Agent’s or the Majority Purchasers’ reasonable judgment relating to credit considerations from time to time, it being understood that from time to time such designation may be revoked by written notice to the Seller.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.