Gross-up for Tax Clause Samples

Gross-up for Tax. If the Customer or a Guarantor is required by Law to make a deduction or withholding for Tax from any payment to be made to Nutrien under the Agreement then, the Customer or the Guarantor as applicable must pay to Nutrien an additional amount which Nutrien determines to be necessary to ensure that Nutrien receives when due a net amount (after payment of any Tax in respect of each additional amount) that is equal to the full amount it would have received if no deduction or withholding for Tax had been made.

Gross-up for Tax. If the Vendors are liable to pay an amount to the Purchasers or any Group Company pursuant to a Warranty Claim or an Indemnity Claim and: (a) any such payment is assessable under the Tax Act such that the payment increases the Tax payable by, or reduces any Tax Relief available to, the Purchasers or a Group Company under the Tax Act; or (b) as a consequence of the receipt of a payment referred to in clause 12.5(a), an amount of taxable income arises to the Purchasers or a Group Company under the Tax Act, then in addition to the payment by the Vendors of the amount pursuant to the Warranty Claim or Indemnity Claim (as the case may be), the Vendors must promptly pay to the Purchasers or the Group Company, as the case requires, such additional amount as is necessary to ensure that the Purchasers or Group Company, as the case requires, is compensated for the value of the Tax Relief lost, or that the net amount retained by the Purchasers or the Group Company, as the case requires, after deduction of Tax or payment of the increased income tax, equals the amount the Purchasers or the Group Company, as the case requires, would have retained had the Tax or increased income tax not been payable or the Tax relief not been lost.

Gross-up for Tax. If the Sellers are liable to pay an amount to the Buyer pursuant to a Warranty Claim, Indemnity Claim or Claim under the Tax Indemnity and: (a) any such payment is assessable under the Tax Act such that the payment increases the Tax payable by, or reduces any Tax Relief available to, the Buyer under the Tax Act; or (b) any deduction or withholding is required by law to be made from any such payment, then, in addition to the payment by the Sellers of the amount pursuant to the Warranty Claim, Indemnity Claim or Claim under the Tax Indemnity (as the case may be), the Sellers must promptly pay to the Buyer such additional amount as is necessary to ensure that the Buyer is compensated for the value of the Tax Relief lost, or so that the net amount retained by the Buyer after deductions, or withholdings of Tax or payment of the increased Tax, equals the amount the Buyer would have retained had the Tax or increased Tax not been payable or the Tax Relief not been lost or the payment not been subject to any deductions or withholdings.

Gross-up for Tax. If an indemnification payment made under this Agreement would result in an increase in the Tax payable in any year by, or the reduction in any Tax loss, deduction, credit (other than franking credits) or offset of, a Buyer Indemnified Party (“Tax Relief”), then the payment must be grossed-up by the amount necessary to ensure that the net amount retained by the Buyer Indemnified Party after deduction or payment of that Tax or the reduction in the value of any Tax Relief equals the amount that the Buyer Indemnified Party would have retained had that Tax not been payable or had that Tax Relief not been reduced.