Certain Withholding Taxes. “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any tax imposed or collected pursuant to Section 871(m) of the Code or Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.
Certain Withholding Taxes. (i) Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “
Certain Withholding Taxes. Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Indemnifiable Tax”, as defined in Section 14 of the Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.
Certain Withholding Taxes. Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each initial Lender and on the date of any assignment pursuant to which it becomes a Lender in the case of each other Lender, and subsequently from time to time if requested in writing by Borrowers (but only if at such subsequent time such Lender remains lawfully able to do so), shall provide Borrowers with Internal Revenue Service form W-8BEN or W-8ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. During the term of this Agreement, each Lender shall file such additional Forms W-8BEN or W-8ECI as the case may be, as may be required by law or reasonably requested by Borrowers. Each Lender, upon becoming aware of the occurrence of any event requiring a change in its prior certificate, shall promptly deliver to Agent for delivery to Borrowers duly executed certificates to the effect that (as the case may be): (i) such Lender is not capable of receiving future payments hereunder without or at the same rate of deduction or withholding of United States federal income tax; or (ii) such Lender is capable of receiving all payments hereunder without or at a reduced rate of deduction or withholding of United States federal income tax, pursuant to a treaty to which the United States is a party, pursuant to an Internal Revenue Code Section 1441(c), or pursuant to an exemption certificate received from the Internal Revenue Service, in which case two executed copies of Internal Revenue Service Forms W-8BEN or W-8ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, or such legally required number of copies of such exemption certificate shall be attached to such certificates. United States federal income taxes properly withheld pursuant to Sections 1441 et seq. of the Internal Revenue Code and such forms as may be provided by a Lender shall be considered excluded from Taxes as defined in Section 9.1.
Certain Withholding Taxes. “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any (i) tax imposed on payments treated as dividends from sources within the United States under Section 871(m) of the Code or any regulations or official guidance issued thereunder (an “871(m) Withholding Tax”) or (ii) tax imposed or collected pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, an 871(m) Withholding Tax or a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.
Certain Withholding Taxes. Notwithstanding anything herein to the contrary, if any Company is required by Applicable Laws to withhold Taxes with respect to any portion of such Company’s income allocable to Seller, in connection with the Taxable period of such Company ending on the day before the Closing Date or otherwise, which amount has not previously been withheld from amounts previously or concurrently distributed to Seller, Seller shall reimburse such Company for such amount, including for any penalties or interest with respect thereto, no later than the date(s) on which any such amount(s) are paid by such Company to the applicable Governmental Entity.
Certain Withholding Taxes. (i) In the event that either Buyer or Seller determines that Buyer (or an Affiliate thereof) may be required by the applicable Law in any particular jurisdiction to withhold from the Initial Purchase Price or from any payment made pursuant to Section 2.13 any Taxes (other than any Transfer Taxes (including, without limitation, any value added taxes)) or other amount in respect of any potential Tax obligation of Seller, such party shall notify the other of such potential obligation. Following receipt of each such notice, each party shall cooperate diligently and in good faith (and shall cause their respective advisors and employees to cooperate diligently and in good faith) to reach a mutual agreement as to whether any such Taxes or other amounts are required to be withheld and, if so, the availability of any exemptions, exceptions or reductions and, if appropriate, the amount of any such required withholding. To the extent that any exemption, exception, or reduction of any such withholding tax depends on the reliance by a party on any certification, representation, notice or other statement by the other party, then such other party indemnifies and holds harmless the relying party for any liability, loss or damage resulting from any inaccuracy contained in such certification, representation, notice or other statement. If the parties agree that any exemptions, exceptions or reductions are available, the parties shall (and shall cause their respective advisors and employees to) cooperate diligently and in good faith so that all reasonable steps are taken in order to qualify for any such exemption, exception or reduction. To the extent that the parties do not agree that any such exemption, exception or reduction is available (or qualified for), Buyer (or its Subsidiary) shall (i) withhold from the Initial Purchase Price or the payment made pursuant to Section 2.13, as applicable, the amount the parties have agreed is required by such Law, (ii) pay the amount withheld directly and promptly (and in all events prior to the due date) to the appropriate Taxing authority), and (iii) provide Seller with proof in any form or forms that Seller reasonably requests evidencing that such amount has been properly and promptly paid to the appropriate Taxing authority. Any amount withheld from the Initial Purchase Price or any amount paid pursuant to Section 2.13 in accordance with the terms of the immediately preceding sentence shall be treated for all purposes of this Agree...
Certain Withholding Taxes. Notwithstanding anything to the contrary in this Agreement, Purchaser shall pay or shall cause an Affiliate thereof to pay, be responsible for and indemnify, defend and hold harmless the Seller Indemnified Parties from and against any incremental amount of deduction or withholding required under any applicable Tax Law with respect to any amounts payable hereunder by the Purchaser Entities or any of their assignees to the extent such incremental amount of deduction or withholding arises out of or results from an assignment by any of the Purchaser Entities or any of their assignees of all or any portion of their rights under this Agreement (or delegation by any of the Purchaser Entities or any of their assignees of all or any portion of its obligations under this Agreement) pursuant to Section 10.2 (including any such deduction or withholding applicable to (or additional Taxes imposed with respect to) additional sums payable by Purchaser, German Purchaser or their assignees pursuant to this Section 6.6).
Certain Withholding Taxes. If the Lease Indenture Trustee fails to withhold a Tax required to be withheld by it pursuant to Section 9.12 of the Lease Indenture on payments made to a Noteholder, or if the Pass Through Trustee fails to withhold a Tax required to be withheld by it pursuant to Section 7.15 of the Pass Through Trust Agreement on payments made to a Certificateholder or any claim is otherwise asserted by any taxing authority against the Owner Lessor or the Owner Participant for any such withholding Tax, TVA will indemnify (on an After-Tax Basis) the Owner Lessor and the Owner Participant from and against any such Taxes (without regard to the exclusions set forth in Section 9.2(b) hereof) and any costs or expenses incurred by the Owner Lessor or the Owner Participant in connection with any such claim. Upon the payment of any such indemnity, TVA shall be subrogated to any rights which the indemnified party may have against the party responsible for the failure to withhold.
Certain Withholding Taxes. The Indenture Trustee shall withhold any Taxes required to be withheld under Applicable Law in respect of any payments made by it in connection with the Overall Transaction. Each of the Certificateholders and the Pass Through Trust and the Pass Through Trustee agree to provide forms, Filings and information to the Indenture Trustee as are reasonably requested by the Indenture Trustee and necessary to perform its duties under this Section 8.2 or under the Indenture.
