WITHHOLDING AND GROSSING-UP Sample Clauses

WITHHOLDING AND GROSSING-UP. 15.1 Each party shall pay all sums payable by them under this agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. Otherwise than in relation to a payment of interest, if a deduction or withholding is so required the payer shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required. 15.2 If any Tax authority brings any sum paid by the Sellers under or pursuant to this agreement into charge to Tax, then the Sellers shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this agreement.

WITHHOLDING AND GROSSING-UP. 11.1 All sums payable to the Joint Sponsors or any other Indemnified Person (for the purposes of this Clause 11 only, each a PAYEE) under this Agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the Company or PLC (as relevant) shall pay such additional amount as shall be required to ensure that the net amount received by the payee will equal the full amount which would have been received by it had no such deduction or withholding been made. 11.2 If the United Kingdom Inland Revenue, the United States Internal Revenue Service or any other Tax authority brings into charge to Tax (or into any computation of income, profit or gains for the purposes of any charge to Tax) any sum payable to a payee under this Agreement or any sum withheld in accordance with Clause 11.1 from any payment made to such a person under this Agreement (other than, in either case, to the extent that any sum due under Clause 6 is due in respect of a payment which is allowable to Lazard or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or the relevant Indemnified Person (as the case may be) as a deduction for tax purposes against income, profit or gains arising in the same accounting period as that in which the payment was made or accrued) the Company or PLC (as relevant) shall pay such additional amount as shall be required to ensure that the total amount received by the payee, less the Tax chargeable thereon (or that would be so chargeable but for the availability of relief in respect of that charge to Tax), is equal to the amount that would otherwise be so received (additional payments being made on demand of the payee). 11.3 If and to the extent that a payee receives an additional amount under Clause 11.1 and the payee receives and retains the benefit of a refund of Tax or credit against Tax on its overall net income which is identified by the payee as attributable to the Tax that was withheld or deducted, then the payee shall reimburse to the Company or PLC (as relevant) such amount as the payee shall determine so as to leave that payee, after that reimbursement, in no better or worse position (having regard to the time value of money) than it would have been in if payment of the relevant additional amount had not been required. Each payee shall have absolute discretion as to whether to claim any refund of Tax or credit against Tax and, if it does so claim, the extent, order and manner in which it does so and which reliefs ...

WITHHOLDING AND GROSSING-UP. 9.1 All sums payable to Ocean Equities under this Agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the relevant person shall pay such additional amount as shall be required to ensure that the net amount received by Ocean Equities will equal the full amount which would have been received by it had no such deduction or withholding been made. 9.2 If the United Kingdom Inland Revenue or any other tax authority brings into charge to tax (or into any computation of income, profit or gains for the purposes of any charge to tax) any sum payable to Ocean Equities under this Agreement (other than the fees due under Clause 3), then the person liable to make such payment shall pay such additional amount as shall be required to ensure that the total amount paid, less the tax chargeable thereon (or that would be so chargeable but for the availability of relief in respect of that charge to tax), is equal to the amount that would otherwise be payable to Ocean Equities under this Agreement (additional payments being made on demand of Ocean Equities). 9.3 If, on payment of an additional amount to Ocean Equities under Clause 9.1 or 9.2 Ocean Equities determines that it has received or been granted (and has derived full use and benefit from) a credit against, relief or remission for, or repayment of, any tax in respect of or calculated with reference to the additional amount paid, Ocean Equities shall, to the extent that it can do so without prejudice to the retention of such credit, relief, remission or repayment, pay to the Company such amount as Ocean Equities shall, acting reasonably, determine to be the proportion of such credit, relief, remission or repayment as will leave Ocean Equities after such payment in the same after tax position it would have been in (after taking into account all reasonable expenses incurred in determining or, if necessary, claiming the appropriate credit, relief, remission or repayment) if no additional amount has been required to be paid. Provided always that: (a) Ocean Equities’ determination of any amount payable under this Clause 9.3 and the date by which it shall be paid shall be final and binding (subject to Ocean Equities’ right to adjust the amount determined should the initial determination prove to be incorrect); (b) Ocean Equities shall have absolute discretion as to the order and manner in which it employs or claims tax credits and allowa...

WITHHOLDING AND GROSSING-UP. 15.1 The Purchaser shall pay all sums payable by it under this agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. Otherwise than in relation to a payment of interest, if a deduction or withholding is so required the Purchaser shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required. 15.2 If any Tax Authority subjects any sum paid by the Purchaser under or pursuant to this agreement to Tax, then the Purchaser shall pay such additional amount as will ensure that the total amount paid, after payment of the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this agreement. . For the avoidance of doubt this provision does not apply to any Tax that the Seller would have to pay from the Consideration received as required under Russian laws. 15.3 The Seller shall pay all sums payable by it under this agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. Otherwise than in relation to a payment of interest, if a deduction or withholding is so required the Seller shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required. 15.4 If any Tax Authority brings any sum paid by the Seller under or pursuant to this agreement into charge to Tax, then the Seller shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this agreement.

WITHHOLDING AND GROSSING-UP. (i) If under any applicable law the Client is required to withhold any tax on any Sums Due, the amount of the relevant payment will be automatically increased to an amount which (after withholding or deduction) leaves an amount remitted to Komainu (net of all taxes) which is equal to the payment which would have been due to Komainu if no withholding or deduction had been required. (ii) The Client will promptly furnish Komainu with the official receipt of payment of such taxes to the appropriate tax authority.

WITHHOLDING AND GROSSING-UP. 17.1 The Seller shall pay all sums payable by him under this Agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. If a deduction or withholding is so required the Seller shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required. 17.2 If any Tax Authority brings any sum paid by the Seller under or pursuant to this Agreement into charge to Tax, then the Seller shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this Agreement.

WITHHOLDING AND GROSSING-UP. 18.1 Save as otherwise permitted under the terms of this agreement, each party shall pay all sums payable by them to the other under this agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. Otherwise than in relation to a payment of interest, if a deduction or withholding is so required the paying party shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required. 18.2 If any Tax Authority brings any sum (except for the Consideration) paid by any party under or pursuant to this agreement into charge to Tax, then the party liable to pay shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this agreement.

WITHHOLDING AND GROSSING-UP. All sums payable to, or for the benefit of, any Indemnified Person (a payee) under this Agreement shall be paid free and clear of all deductions or withholdings save only as may be required by Law. If any such deductions or withholdings are required by Law or if any taxing Authority in any jurisdiction brings into any charge to Taxation (or into any computation of income, profits or gains for the purpose of any charge to Taxation) any such sum then the Company or the Parent shall pay such additional sum as will ensure that after the deduction, withholding or charge to Taxation the payee concerned shall retain a sum equal to the amount that would otherwise have been payable.

WITHHOLDING AND GROSSING-UP. 25.1 The Sellers will pay any amount under this agreement free and clear of any deduction or withholding except only as may be required by law. If any deduction or withholding is required by law, the Sellers must pay an amount which will, after that deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of the requirement to make the deduction or withholding. 25.2 If any amount payable by the Sellers to the Buyer under this agreement is subject to Tax in the hands of the Buyer, the same obligation to make an increased payment will apply in relation to that tax liability as if it were a deduction or withholding required by law. This clause will not apply to permit double recovery where the amount payable by the Sellers under this agreement has already been increased to take account of the Tax in the hands of the Buyer. 25.3 The provisions of clause 25 shall not apply and, accordingly, the Sellers shall not be required to gross up under clause 25.1 or 25.2 if the Buyer is or becomes resident outside the UK for Tax purposes or the payout in question is made to any person other than the Buyer.