Agreements to Deliver Documents. Seller and Buyer agree to deliver the following documents, as applicable: Buyer will deliver to Seller, upon execution of this Agreement,
Agreements to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, each of CSFB and Counterparty agrees to deliver the following documents, as applicable:
Agreements to Deliver Documents. For the purpose of Section 4(a)(i) of the Agreement, Party A and Party B each agrees to deliver, as applicable, (i) in the case of Party A, a completed and accurate U.S. Internal Revenue Service Form W-9 (or successor thereto) and (ii) in the case of Party B, a complete and accurate U.S. Internal Revenue Service Form W-9 (or successor thereto), in each case (x) promptly upon execution of this Confirmation, (y) promptly upon reasonable demand by the other party and (z) promptly upon learning that any form previously provided has become obsolete or incorrect.
Agreements to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:
Agreements to Deliver Documents. For the purpose of Section 4(a)(i) and Section 4(a)(ii) of the Agreement, Dealer and Counterparty each agrees to deliver, as applicable, (i) in the case of Dealer, a completed and accurate U.S. Internal Revenue Service [Form W-9]6 [Form W-8ECI]7 (or successor thereto) [,] [and] (ii) in the case of Counterparty, a complete and accurate U.S. Internal Revenue Service Form W-9 (or successor thereto) [and (iii) in the case of Dealer and Counterparty, any other form or document that may be required by the other party in order to allow such party to make a payment under this Master Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate]8. In each case, such form or document shall be completed in a manner reasonably acceptable to the other party and shall be delivered (x) [in the case of (i) and (ii) above,]9 promptly upon execution of this Master Confirmation, (y) promptly upon reasonable demand by the other party and (z) promptly upon learning that any form previously provided has become inaccurate or incorrect.
Agreements to Deliver Documents. For the purpose of Section 4(a)(i) of the Agreement, Dealer and Counterparty each agrees to deliver, as applicable, (i) in the case of Dealer, a completed and accurate U.S. Internal Revenue Service Form W-9 (or successor thereto) and (ii) in the case of Counterparty, a complete and accurate U.S. Internal Revenue Service Form W-9 (or successor thereto), in each case (x) promptly upon execution of this Confirmation, (y) promptly upon reasonable demand by the other party and (z) promptly upon learning that any form previously provided has become obsolete or incorrect.
Agreements to Deliver Documents. For the purpose of Section 4(a)(i) and Section 4(a)(ii) of the Agreement, Dealer and Counterparty each agrees to deliver, as applicable, (i) in the case of Dealer, a completed and accurate U.S. Internal Revenue Service [Form W-9 (or successor thereto)]41 [Form W-8ECI (or successor thereto)]42 [Form W-8IMY (including a withholding statement identifying this Agreement) certifying that Dealer is a “Qualified Derivatives Dealer”]43, (ii) in the case of Counterparty, a complete and accurate U.S. Internal Revenue Service Form W-9 (or successor thereto) and (iii) in the case of Dealer and Counterparty, any other form or document that may be required by the other party in order to allow such party to make a payment under this Master Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate. In each case, such form or document shall be completed in a manner reasonably acceptable to the other party and shall be delivered (x) in the case of (i) and (ii) above, promptly upon execution of this Master Confirmation, (y) promptly upon reasonable demand by the other party and (z) promptly upon learning that any form previously provided has become inaccurate, obsolete or incorrect. Additionally, Counterparty shall promptly upon request by Dealer, provide such other tax forms and documents requested by Dealer. 33 Insert for BofA, GS, JPM and MS. 34 Insert for Barclays. 35 Insert for Mizuho. 36 Insert for MUFG. 37 Insert for WF. 38 Insert for BofA and JPM. 39 Insert for Barclays. 40 Insert for GS and MS. 41 Insert for all Dealers except for Barclays and MUFG. 42 Insert for Barclays. 43 Insert for MUFG. 27
Agreements to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver the following document. The Counterparty shall have procured that the Issuer shall have executed, and the Counterparty shall have delivered to DB, upon execution of this Confirmation, an Issuer Acknowledgment in the form attached as Annex A hereto. DB is authorised and regulated by the Financial Services Authority and has entered into this transaction as principal. The time at which the above transaction was executed will be notified on request. Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. Yours faithfully, DEUTSCHE BANK AG, acting through its London branch By: Name: Title: By: Name: Title: Confirmed as of the date first written above: VIRGIN ENTERTAINMENT INVESTMENT HOLDINGS LIMITED By:________________________________ Name: Title: Annex A [Virgin Media Inc. Letterhead] [l], 2009 Deutsche Bank AG, acting through its London branch Re: Proposed Transaction by Virgin Entertainment Investment Holdings Limited Ladies and Gentlemen: DB (“the Bank” or “you”) and Virgin Entertainment Investment Holdings Limited (“XXXXX”) have advised us of your intention to enter into an equity derivative hedging transaction (the “Transaction”) that may involve, among other things, a transfer by XXXXX to you of ____________ shares of our Common Stock (the “Transfer”) and pledge by XXXXX to you of ________ shares of our Common Stock (the “Pledge”) to secure XXXXX’x obligations pursuant to the Transaction. We note that XXXXX is entitled to enter into a disposal (including in a hedging transaction) in respect of this number of shares of our Common Stock in accordance with Section 3.1(g) of its Investment Agreement with us dated as of April 3, 2006 (the “Investment Agreement”). We note, however, XXXXX’x obligation to carry out the Transaction in accordance with, inter alia, Section 3.1(h) of the Investment Agreement. Additionally, the shares of our Common Stock issued to XXXXX were issued in a transaction exempt from registration under the Securities Act of 1933 in accordance with Section 3(a)(10) of the Act, and consequently cannot be transferred without registration under the Act except pursuant to Rule 145(d) promulgated under the Act or another applicable exemption from registration under the Act. You should obtain your own advice in respect of subsequent transfers by you of shares of our Common Stock acquire...
Agreements to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, each of the Issuer and Counterparty agrees to deliver the following documents, as applicable:
Agreements to Deliver Documents. For the purpose of Section 4(a)(i) or 4(a)(ii) of the Agreement, each party (as specified below) agrees to deliver the following documents: PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION DELIVER DOCUMENT CERTIFICATE DELIVERED 3(D) REPRESENTATION Counterparty Collateral Pledge Upon execution of the YES Agreement transaction Counterparty Enforceability Opinion Upon execution of the NO transaction Party A Enforceability Opinion Upon execution of the NO transaction all of such documents to be in form and substance satisfactory to Party A or Counterparty, as applicable. Part 4
