Ardagh Glass Finance plc - Irish Stock Exchange
Ardagh Glass Finance plc - Irish Stock Exchange
Ardagh Glass Finance plc - Irish Stock Exchange
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without limitation, a certification that the holder or beneficial owner is not resident in the<br />
Relevant Taxing Jurisdiction);<br />
(c) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes;<br />
(d) any Tax which is payable otherwise than by deduction or withholding from payments made<br />
under or with respect to the Notes or any Guarantee;<br />
(e) any Tax imposed on or with respect to any payment by the Issuer or Guarantor to the holder<br />
if such holder is a fiduciary or partnership or person other than the sole beneficial owner of<br />
such payment to the extent that Taxes would not have been imposed on such payment had<br />
such holder been the sole beneficial owner of such Note;<br />
(f) any Tax that is imposed on or with respect to a payment made to a holder or beneficial owner<br />
who would have been able to avoid such withholding or deduction by presenting the relevant<br />
Notes to another paying agent in a member state of the European Union;<br />
(g) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for<br />
payment (where presentation is required) more than 30 days after the relevant payment is first<br />
made available to the holder (except to the extent that the holder would have been entitled to<br />
Additional Amounts had the Note been presented on the last day of such 30-day period); or<br />
(h) any withholding or deduction in respect of any Taxes where such withholding or deduction is<br />
imposed on a payment to an individual and is required to be made pursuant to European<br />
Council Directive 2003/48/EC or any Directive implementing the conclusions of the ECOFIN<br />
Council meetings of November 26 and 27, 2000 on the taxation of savings income or any law<br />
implementing or complying with, or introduced in order to conform to, any such Directive.<br />
The Issuer and the Guarantors will (i) make such withholding or deduction as is required by<br />
applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in<br />
accordance with applicable law.<br />
At least 30 calendar days prior to each date on which any payment under or with respect to the<br />
Notes or any Guarantee is due and payable, if the Issuer or a Guarantor will be obligated to pay<br />
Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts<br />
arises after the 30th day prior to the date on which payment under or with respect to the Notes or any<br />
Guarantee is due and payable, in which case it will be promptly thereafter), the Issuer will deliver to<br />
the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the<br />
amounts so payable and will set forth such other information necessary to enable the Trustee to pay<br />
such Additional Amounts to holders on the payment date. The Trustee shall be entitled to rely solely<br />
on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer will<br />
promptly publish a notice in accordance with the provisions set forth in ‘‘—Notices’’ stating that such<br />
Additional Amounts will be payable and describing the obligation to pay such amounts.<br />
In addition, the Issuer and the Guarantors will pay any present or future stamp, issue, registration,<br />
court, documentary, excise or property taxes or other similar taxes, charges and duties, including<br />
without limitation, interest, penalties and other similar liabilities with respect thereto, imposed by any<br />
Relevant Taxing Jurisdiction in respect of (i) the execution, issue, delivery or registration of the Notes<br />
or any Guarantee or any other document or instrument referred to thereunder, or (ii) the receipt of<br />
any payments with respect to, or enforcement of, the Notes or any Guarantee.<br />
Upon written request, the Issuer or a Guarantor will furnish to the Trustee or a holder within a<br />
reasonable time certified copies of tax receipts evidencing the payment by the Issuer or such Guarantor<br />
(as the case may be) of any Taxes imposed or levied by a Relevant Taxing Jurisdiction, in accordance<br />
with the procedures described in ‘‘—Notices’’ hereafter, in such form as provided in the normal course<br />
by the taxing authority imposing such Taxes. If, notwithstanding the efforts of the Issuer or Guarantor<br />
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