Valid Withholding Certificate definition

Valid Withholding Certificate means a valid certification, ruling or any other written instructions regarding withholding issued by the ITA that is applicable to the payments to be made to any Person pursuant to this Agreement, in form and substance acceptable to Parent and the Withholding Agent, (A) exempting the Payor from the duty to withhold Israeli Tax with respect to a payment made under this Agreement, (B) determining the applicable rate of Israeli Tax to be withheld from such payment or (C) providing any other instructions regarding the payment or withholding with respect to such payment. The parties further agree that each of the Option Tax Ruling, the Interim Option Tax Ruling and the Withholding Tax Ruling shall be deemed a Valid Withholding Certificate.
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Valid Withholding Certificate means a certificate, ruling, approval or any other written instructions issued by the ITA applicable to the consideration to be received by the applicable payee indicating that no withholding (or reduced withholding or any other instructions regarding withholding) of Israeli Tax is required with respect to the holder of such certificate, ruling or approval in form and substance reasonably satisfactory to Parent. For the avoidance of doubt, the Section 102 Tax Ruling, Interim Section 102 Tax Ruling, Section 104H Tax Ruling and Section 104H Interim Ruling shall be deemed a Valid Withholding Certificate.
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Valid Withholding Certificate means a valid certificate, ruling or any other written instructions regarding Tax withholding, issued by the ITA in form and substance reasonably satisfactory to Purchaser applicable to the payments to be made to any Person pursuant to this Agreement stating that no withholding, or reduced withholding, of Israeli Tax is required with respect to such payment or providing any other instructions regarding Tax withholding.
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Examples of Valid Withholding Certificate in a sentence

  • If no later than three Business Day prior to the Withholding Drop Date a Valid Withholding Certificate is delivered to Payor, the Withholding Agent shall act in accordance with the provisions of such Valid Withholding Certificate, subject to any deduction and withholding as may be required to be deducted and withheld under any Applicable Law.

  • If no later than three (3) Business Days prior to the Withholding Drop Date a Valid Withholding Certificate is delivered to the Payment Agent or the Withholding Agent, the Payment Agent and the Withholding Agent shall act in accordance with the provisions of such Valid Withholding Certificate, subject to any deduction and withholding as may be required to be deducted and withheld under any applicable Law.

  • The declaration and/or a Valid Withholding Certificate required to be provided under item (B) of Section 2.9(c) shall be made by and bear the name of that other person to whom the payment is so required to be made.

  • The parties hereto agree and acknowledge that Schedule 2.08(a) is, as of the date of this Agreement, a Valid Withholding Certificate of Asset Transferring Affiliate, provides for an exemption from Israeli withholding Taxes for all payment hereunder to be made to Asset Transferring Affiliate, and remains valid until March 31, 2024.

  • Related Contracts 1.01(a) Transition Employees 8.01(d) Transition Manufacturing Agreement 7.07 Transition Services Agreement 7.07 U.S. Employee of the Business 1.01(a) U.S. Transferred Employee 1.01(a) Unaudited Financial Information 1.01(a) Unvested LTI Awards 1.01(a) Upfront Purchase Price 2.04(a) Valid Withholding Certificate 1.01(a) Workers Compensation Event 8.01(l) Working Capital 1.01(a) 21 Section 1.02.

  • If you are providing a Valid Withholding Certificate or paying the Tax Amount, you must provide the Valid Withholding Certificate or pay the Tax Amount no later than five (5) Business Days prior to the lapse of 180 days from Closing Date.


More Definitions of Valid Withholding Certificate

Valid Withholding Certificate means a valid certificate, ruling or any other written instructions regarding tax withholding, issued by the ITA in form and substance reasonably satisfactory to Buyer, that is applicable to the payments to be made pursuant to merger agreement stating that no withholding, or reduced rate of withholding, of Israeli tax is required with respect to such payments or providing other instructions regarding such payments or withholding.
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Valid Withholding Certificate means a valid certificate, ruling or any other written instructions regarding withholdings of Israeli Tax, issued by the ITA in customary form and substance, that is applicable to the payments to be made by Buyer Israeli Subsidiary to Asset Transferring Affiliate pursuant to this Agreement and that states that no withholding of any Israeli Tax is required with respect to such payment or providing any other instructions regarding withholding of Israeli Tax; provided that a valid certification pursuant to the Israeli Income Tax Regulations (Withholding from Payments for Services and Assets), 5737-1977 shall qualify as a Valid Withholding Certificate. “Working Capital” means Current Assets minus Current Liabilities.
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Valid Withholding Certificate shall have the meaning assigned to it in Section 1.8(a)(ii).
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Valid Withholding Certificate means a valid certificate or ruling issued by the Israel Tax Authority in form and substance reasonably acceptable to the Paying Agent, the Company and Acquiror: (a) exempting from the duty to withhold Israeli Taxes with respect to the applicable payment; (b) determining the applicable rate of Israeli Taxes to be withheld from the applicable payment; or (c) providing any other instructions regarding the payment or withholding with respect to the applicable payment. A ruling, or interim ruling, issued by ITA under Section 104H or Section 102 of the ITO, providing (among other things) an exemption from Israeli Tax withholding, shall be considered a Valid Withholding Certificate.
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Valid Withholding Certificate means a valid certificate or ruling issued by the Israel Tax Authority (“ITA”) in form and substance reasonably acceptable: (a) exempting from the duty to withhold Israeli Taxes with respect to the applicable payment; (b) determining the applicable rate of Israeli Taxes to be withheld from the applicable payment; or (c) providing any other instructions regarding the payment or withholding with respect to the applicable payment. A ruling, or interim ruling, issued by ITA under Section 104H or Section 102 of the ITO, providing (among other things) an exemption from Israeli Tax withholding, shall be considered a Valid Withholding Certificate. If you plan to obtain a Valid Withholding Certificate, please make sure that such Valid Withholding Certificate will expire only after the release date of any consideration payable to you. If the Valid Withholding Certificate expires before such date, you will need to provide a new Valid Withholding Certificate in order to avoid or reduce the withholding tax rate under Israeli law. Every Israeli Securityholder is required to select one of the following Options in respect of Israeli withholding tax: Option 1 ¨ I hereby acknowledge that the maximum withholding tax as required under applicable Israeli Tax law) may be deducted from any proceeds due to me and I do not hold and will not be obtaining a Valid Withholding Certificate in respect of such proceeds.
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Related to Valid Withholding Certificate

  • Withholding Certificate means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify or establish the status of a payee or beneficial owner as a U.S. or foreign person. Each Lender, assignee or participant required to deliver to the Borrower and the Agent a Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows: (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by the Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless the Agent in its sole discretion shall permit such assignee or participant to deliver such valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Agent). Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent. Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the Agent is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.

  • practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;

  • Corresponding Certificate With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ and IO), the Certificate with the corresponding designation. With respect to each REMIC III Regular Interest (other than the Class C Interest and the Class IO Interest), the related Certificate representing an ownership therein.

  • Vesting Certificate shall have the meaning specified in Section 16.5;

  • Corresponding Certificates As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.

  • Income Certification means a Tenant Income Certification and a Tenant Income Certification Questionnaire in the form attached as Exhibit B hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.

  • Voting Certificate means, in relation to any Meeting, a certificate in the English language issued by a Paying Agent and dated in which it is stated:

  • Borrowing Certificate means a Borrowing Certificate substantially in the form of Exhibit A.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code

  • Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • United States Tax Compliance Certificate has the meaning specified in Section 3.01.

  • Outstanding Certificate Any Outstanding Exchangeable Certificate and Outstanding Exchangeable REMIC Certificate.

  • Tax Clearance Certificate means a tax clearance certificate issued by the South African Revenue Services (SARS) confirming that the natural or juristic person is a registered tax payer.

  • Unpaid withholding tax means withholding tax due but not paid by the date the withholding tax is required to be paid under applicable law.

  • Certification period means the period for which an individual is certified eligible for a program.

  • Back-Up Certification As defined in Section 3.18(k).

  • Tax credit certificate means a certificate issued by the office that:

  • phytosanitary certificate means a certificate issued in the model format prescribed under the International Plant Protection Convention of the Food & Agricultural Organization and isssued by an authorized officer at the country of origin of consignment or re-export;

  • Certificate Notional Amount With respect to any Interest Only Certificate, as of any date of determination, the then notional principal amount on which such Certificate accrues interest, equal to the product of (a) the then Certificate Factor for the Class of Interest Only Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Notional Amount thereof.

  • Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by the Bank from time to time to confirm the tax status of the Customer or of a Connected Person.

  • Uncertificated Pass-Through Rate The Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through Rate.