Tax Gross Up and Indemnities Sample Clauses
The "Tax Gross Up and Indemnities" clause ensures that if one party is required to make a payment that is subject to tax withholding or deduction, the paying party must increase the payment so that the recipient receives the full amount as if no tax had been withheld. In practice, this means that if a payment triggers a tax liability, the payer compensates the recipient for the tax impact, and may also agree to indemnify the recipient against any additional tax-related costs or penalties. This clause is essential for protecting the recipient from unexpected reductions in payment due to tax obligations, thereby ensuring that contractual payments are received in full and allocating the risk of tax liabilities to the appropriate party.
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Tax Gross Up and Indemnities. Definitions
Tax Gross Up and Indemnities. 10.1 Tax gross-up
Tax Gross Up and Indemnities. Definitions In this Agreement:
Tax Gross Up and Indemnities. Without prejudice to the generality of Clauses 14.02 and Clause 33:
15.01 For the purposes of this Clause the following terms will have the meaning ascribed to them herein:
Tax Gross Up and Indemnities. 16.1 Definitions In this Agreement:
Tax Gross Up and Indemnities. 12.1 Tax definitions
(a) In this Clause 12:
Tax Gross Up and Indemnities. 14.1 Definitions
(a) In this Agreement:
Tax Gross Up and Indemnities. The provisions of Clause 11 (Taxes) of the Common Terms Agreement shall apply to this Agreement as though they were set out in full herein.
Tax Gross Up and Indemnities. 11.1 Tax gross-up
(a) The Borrower shall make all payments to be made by it (including interest, principal, interest for late payment and default) without any Tax Deduction, unless a Tax Deduction is required by law.
(b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of a payment payable to itself.
(c) If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d) Provided that no Event of Default is continuing and that the Borrower has fully complied with its obligations regarding compliance with the Non-Bank Rules, a payment to any Lender other than the Original Lender shall not be increased under paragraph (c) above if on the date on which the payment falls due the payment could have been made to the relevant Lender (which is not the Original Lender) without any Tax Deduction on account of Swiss Withholding Tax if the Lender (which is not the Original Lender) had been a Qualifying Bank, but on that date that Lender is not or has ceased to be a Qualifying Bank (other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law, treaty or any published practice of any relevant taxing authority).
(e) If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Lender evidence satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
Tax Gross Up and Indemnities. 11.1 Tax gross-up
(a) The Borrower shall make all payments to be made by it (including interest, principal, Interest for late payment and default) without any Tax Deduction, unless a Tax Deduction is required by law.
(b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of a payment payable to itself.
(c) If a Tax Deduction is required by law to be made by the Borrower, the amount of tire payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d) Provided that no Event of Default is continuing and that the Borrower has fully complied with its obligations regarding compliance with the Non-Bank Rules, a payment to any Lender other than the Original Lender shall not be increased under paragraph (c) above if on the date on which the payment falls due the payment could have been made to the relevant Lender (which is not the Original Lender) without any Tax Deduction on account of Swiss Withholding Tax if the Lender (which is not the Original Lender) had been a Qualifying Bank, but on that date that Lender is not or has ceased to be a Qualifying Bank (other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law, treaty or any published practice of any relevant taxing authority).
(e) If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(f) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Lender evidence satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority,