Grossing-up Sample Clauses
A grossing-up clause requires one party to increase a payment amount so that, after the deduction of taxes or other withholdings, the recipient receives the full amount originally agreed upon. In practice, if a payment is subject to withholding tax, the payer must pay enough extra to cover the tax, ensuring the payee is not financially disadvantaged by the deduction. This clause is commonly used in cross-border transactions to allocate the risk of tax withholdings and to ensure that contractual payments are received in full, regardless of tax obligations imposed by authorities.
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Grossing-up. 15.11.1 All sums payable under this Agreement, the Local Transfer Documents and the Tax Indemnity shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be permitted by Clause 15.7.3 or required by law. Subject to 15.11.2 to 15.11.7 (inclusive), if any deductions or withholdings are required by law, the party making the payment (the “Payer”) shall (except in the case of any interest payable under this Agreement) be obliged to pay to the party to whom the payment is being made (the “Payee”) such sum as will after such deduction or withholding has been made leave the Payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if the Payee shall have assigned or novated the benefit in whole or in part of this Agreement or shall, after the date of this Agreement, have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated then the liability of the Payer under this Clause 15.11.1 shall be limited to that (if any) which it would have been had no such assignment, novation or change taken place.
15.11.2 If either Seller is or becomes aware of any facts making it reasonably likely that the Purchaser will be required to deduct or withhold any amount in respect of the Purchase Consideration (a “Relevant Tax Deduction”) payable to a Seller (the “Withholding Seller”), then that Seller shall, as soon as reasonably practicable, give notice to the other Seller and the Purchaser (including details of the relevant facts and, so far as possible, details of the rate and basis of such withholding).
15.11.3 The Sellers and the Purchaser shall, and shall procure that the members of their respective groups shall (at the Withholding Seller’s cost), co-operate with each other in good faith and use all reasonable efforts to reduce or mitigate any Relevant Tax Deduction (or its amount) and /or to enable the Withholding Seller or the relevant Share Seller or Business Seller to obtain any available credit or refund in respect of such Relevant Tax Deduction, including, without limitation, making any available claim under an applicable double taxation treaty.
15.11.4 Without prejudice to the generality of Clause 15.11.3, the Sellers and the Purchaser shall co-operate in good faith to establish or agree the amount or basis of calculation of any Relevant Tax Deduction prior to ...
Grossing-up. All payments by the Borrower under this Assignment shall be made without any deductions and free and clear of, and without deduction for or on account of, tax except, in the latter case, to the extent that the Borrower is required by law to make payment subject to tax. If any tax or amounts in respect of tax must be deducted, or any other deductions must be made, from any amounts payable or paid by the Borrower, or paid or payable by the Collateral Agent to any Secured Creditor, under this Assignment, the Borrower shall pay such additional amounts as may be necessary to ensure that the relevant Secured Creditor receives a net amount equal to the full amount which it would have received had payment not been made subject to tax.
Grossing-up. 10.1 All sums payable under this Schedule shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made in respect of any of the sums payable under this Schedule, the payor shall pay to the recipient such sum as will, after the deduction or withholding has been made, leave the recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.
10.2 If the recipient of a payment incurs a Tax liability which results from, or is calculated by reference to, any sum paid under this Schedule, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax liability, the recipient is left with a net sum equal to the sum it would have received had no such Tax liability arisen.
10.3 If the Purchaser would, but for the availability of a Purchaser’s Relief, incur a Tax liability falling within paragraph 10.2 of this Schedule 5, the Purchaser shall be deemed for the purposes of that paragraph to have incurred and paid that liability.
Grossing-up. If at any time any law requires (or is interpreted to require) the Borrower to make any deduction or withholding from any payment, or to change the rate or manner in which any required deduction or withholding is made, the Borrower will promptly notify the Agent and, simultaneously with making that payment, will pay to the Agent whatever additional amount (after taking into account any additional Taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, the Agent and the Banks receive a net sum equal to the sum which they would have received had no deduction or withholding been made.
Grossing-up. The Paying Party shall increase the amount of any payment which is required to be made subject to a withholding or deduction to the extent necessary to ensure that, after the making of the required withholding or deduction, the Receiving Party receives the same amount it would have received had no such withholding or deduction been made or required to be made, except that no increase shall be made in respect of any Tax:
(i) which is only imposed as a result of a connection between the Receiving Party and the jurisdiction of the authority imposing the Tax (including, without limitation, a connection arising from the Receiving Party having or having had a permanent establishment or other fixed place of business in that jurisdiction, or having been present or engaged in business in that jurisdiction) other than the mere execution or delivery of this Agreement or any Credit Support Document;
(ii) which could have been avoided if the Receiving Party had delivered to the Paying Party or to the appropriate authority as reasonably requested by the Paying Party, any declaration, certificate, or other documents specified in Section B of Part I (Individual Terms) in a form reasonably satisfactory to the Paying Party; or
(iii) which is only imposed as a result of any Tax representation made by the Receiving Party in Section B of Part I (Individual Terms) for the purposes of this § 23.3 failing or ceasing to be true and accurate provided that this § 23.3(b)(iii) shall not apply (and the Paying Party shall be obliged to increase the amount of any payment pursuant to this § 23.3(b)) if such representation has failed or ceased to be true and accurate by reason of:
(I) any change in, or in the application or interpretation, of any relevant law, enactment, directive, or published practice of any relevant Tax authority being a change occurring on or after the Effective Date; or
(II) any action taken by a Tax authority, or brought in a court of competent jurisdiction, on or after the Effective Date.
Grossing-up. 24.1 The Authority shall check a reasonably representative sample (statistically valid) of claims for payment made by the Provider. If it discovers proof of any error or over-claim by the Provider the Authority shall be entitled to “gross up” the results of the sample checked by assuming that the same type and percentage of errors and over-claims have been made in respect of the Provider’s claim form from which the sample was taken.
24.2 Upon prior notice by the Authority to the Provider of any error or over-claim and any reduction to be made to the amounts due under the claim form, and unless the Provider is able to provide evidence to the satisfaction of the Authority that the error or over-claim has not been made to the extent calculated by “grossing up” the results of the representative sample within thirty (30) calendar days of being notified by the Authority, or such other period as the Parties may agree, the amount due under the claim form shall be reduced accordingly.
Grossing-up. The Paying Party shall increase the amount of any payment which is required to be made subject to a withholding or deduction to the extent necessary to ensure that, after the making of the required withholding or deduction, the Receiving Party receives the same amount it would have received had no such withholding or deduction been made or required to be made, except that no increase shall be made in respect of any Tax:
Grossing-up. If at any time any law requires the Borrower to make any deduction or withholding from any payment, or to change the rate or manner in which any required deduction or withholding is made, the Borrower will promptly notify the Lender and, simultaneously with making that payment, will pay to the Lender whatever additional amount (after taking into account any additional Taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, the Lender receives a net sum equal to the sum which the Lender would have received had no deduction or withholding been made.
Grossing-up. All payments by the Company under this Assignment shall be made without any deductions and free and clear of, and without deduction for or on account of, tax except, in the latter case, to the extent that the Company is required by law to make payment subject to tax. If any tax or amounts in respect of tax must be deducted, or any other deductions must be made, from any amounts payable or paid by the Company, or paid or payable by the Collateral Agent to any Secured Creditor, under this Assignment, the Company shall pay such additional amounts as may be necessary to ensure that the relevant Secured Creditor receives a net amount equal to the full amount which it would have received had payment not been made subject to tax.
Grossing-up. Each payment made by a Guarantor to the Secured Parties under this Agreement shall be made free and clear of and without deduction for or on account of tax unless such Guarantor is required to make such payment subject to the deduction or withholding of tax, in which case the sum payable by that Guarantor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, the Security Parties receive and retain (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.