WITHHOLDING AND GROSSING-UP Clause Examples

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 Xxxxxx Xxxxxxx 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. 14.1 All sums payable by the Company under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever, unless the deduction or withholding is required by law. 14.2 If any deductions or withholdings are required by law to be made from any sum payable by the Company under this Agreement (other than costs, expenses, fees or commissions under clause 7), then the payer shall pay to the recipient such increased sum as will, after all deductions and withholdings have been made in respect of the increased sum, leave the recipient with the same net amount as it would have been entitled to receive in the absence of any requirement to make a deduction or withholding. 14.3 If the recipient of a payment made by the Company under this Agreement (other than costs, expenses, fees or commissions under clause 7) incurs a Tax Liability which results from, or is calculated by reference to, any payment made under this Agreement, then the amount so payable shall be increased to such amount (the “gross amount”) as will ensure that, after deduction of an amount equal to all Tax Liabilities in respect of the gross amount, the recipient is left with a net sum equal to the sum it would have received had no Tax Liability arisen. There shall be no double counting and accordingly, this Clause 14.3 shall not apply to the extent that the amount payable by the Company to the Placing Agent has already been increased to take account of the Taxation that will or would be charged on receipt. 14.4 If the recipient of a payment made by the Company under this Agreement (other than costs, expenses, fees or commissions under clause 7) would, but for the availability of a Relief (other than a Relief arising in consequence of the payment by the Company or the matter giving rise to the requirement to make the payment), incur a Tax Liability falling within clause 14.3, then the recipient shall be deemed for the purposes of that clause to have incurred and paid that liability. 14.5 In the event of an assignment by the Placing Agent of any of its rights under this Agreement, the Company shall only be liable under this clause 14Error! Reference source not found. to the extent it would have been liable had there been no such assignment.

WITHHOLDING AND GROSSING-UP. 14.1 Except as required by law, all payments due to the Lender under this Agreement will be made free and clear of all deductions and withholdings (whether in respect of Taxation, set­off, counter-claim or otherwise). 14.2 If any deduction or withholding is required by law to be made from any payment due to the Lender under this Agreement, the person who is obliged to make such payment will pay to the Lender such additional amount as is necessary to ensure that the Lender receives a net amount (after the deduction or withholding) equal to the amount which it would have received had the payment in question not been subject to the deduction or withholding. 14.3 If any payment received by the Lender under this Agreement from the Company (other than the fees and commissions referred to in Clause 10.1 is subject to Taxation, the person who is obliged to make such payment will pay to the Lender such additional amount as is necessary to ensure that the Lender receives and retains a net amount (after taking into account such Taxation and any Taxation payable in respect of such additional amount) equal to the full amount which it would have received and retained had the payment in question not been subject to Taxation.

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. 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. 24.1 The Seller 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 Seller 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. 24.2 If any amount payable by the Seller 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 Seller under this agreement has already been increased to take account of the Tax in the hands of the Buyer. 24.3 The provisions of clause 24 shall not apply and, accordingly, the Seller shall not be required to gross up under clause 24.1 or 24.2 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.

WITHHOLDING AND GROSSING-UP. 17.1 Save as otherwise permitted under the terms of this agreement, each party shall to the other 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 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. 17.2 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. 17.1 All sums payable to the Banks 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 the Banks will equal the full amount which would have been received by it had no such deduction or withholding been made. 17.2 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 the Banks under this Agreement (other than in respect of the Fee, the Underwriter Fee and any payments of costs and expenses under clause 9), 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 the Banks under this Agreement (additional payments made on demand by the Banks). 17.3 This clause 17 is not intended to apply to any sum payable under clause 12 to which the provisions of clause 12 shall apply, and shall apply to sums payable under clause 11 subject to the provisions of clause 11.