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. 15.1 Any and all payments by or on account of any obligation of the Borrower or the Sponsor under any Finance Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then such Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the Sponsor shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings of Indemnified Taxes applicable to additional sums payable under this Clause), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
15.2 The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
15.3 The Borrower shall indemnify each Recipient, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes imposed or asserted on or attributable to any payments made by or on behalf of the Borrower under any Finance Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Clause) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability (together with a summary calculation thereof and reasonable details as to the determination of the Indemnified Tax being claimed) delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.
15.4 Each Lender shall severally indemnify the Administrative Agent within ten (10) days after demand therefor, for (i) any Indemnified Taxes a...
Tax Gross Up and Indemnities. Definitions 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.
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Tax Gross Up and Indemnities. 14.1 Definitions
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Tax Gross Up and Indemnities. 16.1 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. Taxes Tax indemnity