Taxation. The Investor acknowledges that, if an Exchanging Investor is a United States person for U.S. federal income tax purposes, either (i) the Company must be provided with a correct taxpayer identification number ("TIN," generally a person's social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service ("IRS") Form W-9, or (ii) another basis for exemption from backup withholding must be established. The Investor
...further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes, the Company must be provided with a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). The Investor further acknowledges that any Exchanging Investor may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments made to such Exchanging Investor unless such Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor to whom such amounts otherwise would have been paid.
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Taxation. The
Investor Holder acknowledges that, if
an the Exchanging
Investor Holder is a United States person for U.S. federal income tax purposes, either
(i) (1) the Company must be provided with a correct taxpayer identification number
("TIN," ("TIN"), generally a person's social security or federal employer identification
number) number, and certain other information on
a properly completed and executed Internal Revenue Service ("IRS") Form W-9,
which is provided as an attachment hereto, and a certif...ication, under penalty of perjury, that such TIN is correct, that the Exchanging Holder is not subject to backup withholding (at a rate of 28%) and that the Exchanging Holder is a United States person, or (ii) (2) another basis for exemption from backup withholding must be established. The Investor Holder further acknowledges that, if an the Exchanging Investor Holder is not a United States person for U.S. federal income tax purposes, (1) the Company must be provided with a properly completed and executed the appropriate IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, W-8 signed under penalties of perjury, attesting to that non-U.S. Holder's foreign status, and (2) the Exchanging Investor's foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). The Investor further acknowledges that any Exchanging Investor Holder may be subject to 30% U.S. federal withholding or 24% 28% U.S. federal backup withholding tax on certain payments made to such Exchanging Investor Holder unless such Exchanging Investor Holder properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Exchanging Holder shall promptly notify the Company and its agents shall be entitled to deduct and withhold from if at any consideration payable pursuant to this Agreement time such amounts as previously delivered IRS forms are required to be deducted no longer correct or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor to whom such amounts otherwise would have been paid. valid.
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Taxation. The Investor acknowledges that, if an Exchanging Investor is a United States person for U.S. federal income tax purposes,
either (i) the Company must be provided with a correct taxpayer identification number
("TIN," generally ("TIN") (generally a person's social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service ("IRS") Form W-9,
or (ii) another basis for exemption from backup withholding must be establi...shed. which is provided herein on Exhibit C attached to the Exchange Agreement. The Investor further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes, (i) the Company must be provided with a the appropriate properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). "Code") and with respect to any payments or deliveries received hereunder attributable to accrued and unpaid interest (e.g., under the portfolio interest exemption) and (ii) on any date the Exchanging Investor acquired Old Notes, the aggregate fair market value of the Old Notes held actually or constructively (within the meaning of Treasury Regulation Section 1.897-9T(b)) by the Exchanging Investor (including any Old Notes acquired on such date) was not 5% or more of the total fair market value of the Company's Class A common stock. The Investor further acknowledges that any Exchanging Investor may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments or deliveries made to such Exchanging Investor unless such Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor to whom such amounts otherwise would have been paid.
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Taxation. The
Exchanging Investor acknowledges
that, if an Exchanging Investor is a United States person for U.S. federal income tax purposes, that either (i) the Company must be provided with a correct taxpayer identification number ("TIN," generally a person's social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service ("IRS") Form W-9, or (ii) another basis for exemption from backup withholding must be establishe
...d. The Investor further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes, the Company must be provided with a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). The Investor further acknowledges that any Exchanging Investor may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments made to such Exchanging Investor unless such Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor to whom such amounts otherwise would have been paid. Investor.
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Taxation. The Investor acknowledges that, if an Exchanging
Investor Holder is a United States person for U.S. federal income tax purposes, either (i) the Company must be provided with a correct taxpayer identification number ("TIN," generally a person's social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service ("IRS") Form
W-9, W-9 stating that the Exchanging Holder is not subject to backup withholding and that th...e Exchanging Holder is a United States person, or (ii) another basis for exemption from backup withholding must be established. The Investor further acknowledges that, if an Exchanging Investor Holder is not a United States person for U.S. federal income tax purposes, the Company must be provided with a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's Holder's foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). The Investor further acknowledges that any Exchanging Investor Holder may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments made to such Exchanging Investor Holder unless such Exchanging Investor Holder properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor Holder to whom such amounts otherwise would have been paid.
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Taxation. The Investor acknowledges that, if an Exchanging Investor is a United States person for U.S. federal income tax purposes, either (i) the Company must be provided with a correct taxpayer identification number
("TIN," generally ("TIN") (generally a person's social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service ("IRS") Form W-9,
which is provided herein on Exhibit C attached to the Exchange Agreement, o
...r (ii) another basis for exemption from backup withholding must be established. The Investor further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes, the Company must be provided with a the appropriate properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's foreign status and certain other information, including information establishing an exemption from withholding under Exhibit 10.1 Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). amended. The Investor further acknowledges that any Exchanging Investor may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments made to such Exchanging Investor unless such Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor to whom such amounts otherwise would have been paid.
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Taxation. The Investor acknowledges that, if an Exchanging Investor is a United States person for U.S. federal income tax purposes, either (i) the Company must be provided with a correct taxpayer identification number
("TIN," generally ("TIN") (generally a person's social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service ("IRS") Form W-9,
which is provided herein on Exhibit B attached to the Exchange Agreement, o
...r (ii) another basis for exemption from backup withholding must be established. The Investor further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes, the Company must be provided with a the appropriate properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). amended. The Investor further acknowledges that any Exchanging Investor may be subject to 30% U.S. federal withholding or 24% 28% U.S. federal backup withholding on certain payments made to such Exchanging Investor unless such Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor to whom such amounts otherwise would have been paid.
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Taxation. The
Investor shall provide the Company with all information reasonably requested by the Company to comply with applicable tax laws. Without limiting the foregoing, the Investor acknowledges that, if an Exchanging Investor is a United States person for U.S. federal income tax purposes, either (i) the Company must be provided with a correct taxpayer identification number
("TIN," generally ("TIN") (generally a person's social security or federal employer identification number) and certain other inf
...ormation on a properly completed and executed Internal Revenue Service ("IRS") Form W-9, or (ii) another basis for exemption from U.S. federal backup withholding must be established. The Investor further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes, the Company must be provided with a the appropriate properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's foreign status status, and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). The Investor further acknowledges that any Exchanging Investor may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments made to such Exchanging Investor unless such Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such Any amounts as are required to be deducted or so withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes of this Exchange Agreement as having been paid to the Exchanging Investor to whom person in respect of which such amounts otherwise would have been paid. withholding was made.
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Taxation. The Investor acknowledges that, if an Exchanging Investor is a United States person for U.S. federal income tax purposes, either (i) the Company must be provided with a correct taxpayer identification number
("TIN," generally ("TIN") (generally a person's social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service ("IRS") Form W-9,
which is provided herein on Exhibit C attached to the Exchange Agreement, o
...r (ii) another basis for exemption from backup withholding must be established. The Investor further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes, the Company must be provided with a the appropriate properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). amended. The Investor further acknowledges that any Exchanging Investor may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments made to such Exchanging Investor unless such Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor to whom such amounts otherwise would have been paid.
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Taxation. The Investor acknowledges that, if an Exchanging Investor is a United States person for U.S. federal income tax purposes, either (i) the Company must be provided with a correct taxpayer identification number ("TIN," generally a person's social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service ("IRS") Form W-9, or (ii) another basis for exemption from backup withholding must be established. The Investor
...further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes, the Company must be provided with a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). "Code") or any other applicable certificate or document reasonably requested by the Company, and, if such non-U.S. Exchanging Investor is relying on the portfolio interest exception of Section 871(h) or Section 881(c) of the Code (or any successor provision thereto), such Investor shall also provide the Company with a certificate in the form attached hereto as Exhibit C. The Investor further acknowledges that any Exchanging Investor may be subject to 30% U.S. federal tax withholding or 24% U.S. federal backup tax withholding on certain payments made to such Exchanging Investor unless such Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C D for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor to whom such amounts otherwise would have been paid. paid.20. Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
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Taxation. The Investor acknowledges that, if an Exchanging Investor is a United States person for U.S. federal income tax purposes, either (i)
no later than one (1) Business Day after the date hereof, such Exchanging Investor shall provide to the Company
must be provided with a correct taxpayer identification number ("TIN," generally a person's social security or federal employer identification number) and certain other information on a properly completed and executed Internal Revenue Service ("IRS") Form
... W-9, W-9 stating that the Exchanging Investor is not subject to backup withholding and that the Exchanging Investor is a United States person, or (ii) another basis for exemption from backup withholding must be established. The Investor further acknowledges that, if an Exchanging Investor is not a United States person for U.S. federal income tax purposes, no later than one (1) Business Day after the date hereof, such Exchanging Investor shall provide to the Company must be provided with a properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY (and all required attachments) or other applicable IRS Form W-8, attesting to that non-U.S. Exchanging Investor's foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"). The Investor further acknowledges that any Exchanging Investor may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments made to such Exchanging Investor unless such Exchanging Investor properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. See Exhibit C for certain additional information. The Company and its agents shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable law. To the extent any such amounts are withheld and remitted to the appropriate taxing authority, such amounts shall be treated for all purposes as having been paid to the Exchanging Investor to whom such amounts otherwise would have been paid.
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