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SC TO-I/A
VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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(a)                                 sections 1471 to 1474 of the Code or any associated regulations;

 

(b)                                 any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

 

(c)                                  any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

 

FATCA Application Date” means:

 

(a)                                 in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

 

(b)                                 in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

 

(c)                                  in relation to a “pass thru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) or (b) above, 1 January 2019,

 

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

 

FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

 

FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

 

Fee Letter” means any letter or letters referring to the Mandate Letter, this Agreement or the Facility between one or more Administrative Parties and the Borrower setting out any of the fees payable by the Borrower, including those referred to in Clause 11 (Fees).

 

Final Repayment Date” means the date falling 364 days from the Utilisation Date.

 

Finance Document” means this Agreement, the Mandate Letter, any Fee Letter, any Utilisation Request, any Compliance Certificate, any Subordination Agreement and any other document designated as such by the Agent and the Borrower.

 

Finance Party” means the Agent, the Mandated Lead Arrangers or a Lender.

 

Financial Indebtedness” means any indebtedness for or in respect of:

 

(a)                                 moneys borrowed;

 

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