Common use of Grossing-up Clause in Contracts

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. 10.1 5.1 All sums payable by the Covenantor to the Purchaser under this Schedule shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is whatsoever, save only as may be required by law. If any deductions or withholdings are required by law to be made in respect of from any of the sums payable under this Schedule, the payor Covenantor shall be obliged to pay to the recipient Purchaser such sum as will, after the deduction or withholding has been made, leave the recipient Purchaser 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 5.2 If the recipient of a payment Purchaser incurs a Tax taxation 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 taxation liability, the recipient Purchaser is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 5.3 If the Purchaser would, but for the availability of a Purchaser’s Reliefrelief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 55.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 10.1 11.1 All sums payable by the Warrantor to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Warrantor shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 11.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 11.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 511.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 10.1 9.1 All sums payable by the Sellers to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Sellers shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 9.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 9.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 59.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 9.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Sellers shall not be liable pursuant to paragraph 9.1 or paragraph 9.2, save to the extent that the Sellers would have been so liable had no such assignment occurred.

Grossing-up. 10.1 10.1. All sums payable by the Warrantors to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Warrantors shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 10.2. If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 10.3. If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 510.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4. If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors shall not be liable under paragraph 10.1 or paragraph 10.2, except to the extent that the Warrantors would have been so liable had no such assignment occurred. 10.5. The Warrantors shall not be liable pursuant to this paragraph 10 to the extent that they would not have been so liable had the Buyer been resident for Tax purposes and incorporated in the UK.

Grossing-up. 10.1 8.1 All sums payable by the Sellers to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Sellers shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 8.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 8.3 If the Purchaser Buyer would, but for the availability of a Purchaser’s Buyer's Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 58.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 8.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Sellers shall not be liable pursuant to paragraph 8.1 or paragraph 8.2, save to the extent that the Sellers would have been so liable had no such assignment occurred.

Grossing-up. 10.1 6.1 All sums payable under this Schedule schedule shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is whatsoever, save only as may be required by law. If any deductions or withholdings are required by law to be made in respect of from any of the sums payable under this Scheduleschedule, the payor payer shall be obliged to pay to the recipient payee such sum as will, after the deduction or withholding has been made, leave the recipient 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. 10.2 6.2 If the recipient of a payment under this schedule incurs a Tax liability to Taxation which results from, or is calculated by reference to, any sum paid under this Scheduleto such payment (or would incur such a liability but for the availability of a Relief), the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax liabilityliability to Taxation, the recipient is left with a net sum equal to the sum it would have received had no such Tax liability arisen. 10.3 6.3 If a sum payable under this schedule is increased under paragraph 6.1 or paragraph 6.2 and the Purchaser wouldpayee determines that a Relief attributable to such increased payment has been obtained, but for utilised and retained by it, then the availability of a Purchaser’s Relief, incur a Tax liability falling within payee shall repay to the payer such amount as the payee determines will leave it in the same after-tax position (after that repayment) as it would have been in had an increased payment not been required under paragraph 10.2 of this Schedule 5, the Purchaser shall be deemed for the purposes of that 6.1 or paragraph to have incurred and paid that liability6.2.

Grossing-up. 10.1 All sums payable by the Warrantors to the Company under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Warrantors shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 Buyer incurs a Tax Taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax Taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax Taxation liability arisen. 10.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax Taxation liability falling within paragraph 10.2 of this Schedule 510.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors shall not be liable pursuant to paragraph 10.1 or paragraph 10.2, save to the extent that the Warrantors would have been so liable had no such assignment occurred.

Grossing-up. 10.1 9.1 All sums payable by the Sellers to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Sellers shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 9.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 9.3 If the Purchaser Buyer would, but for the availability of a Purchaser’s Buyer´s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 59.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 10.1 9.1 All sums payable by P▇▇▇ ▇▇▇▇▇▇▇ to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor P▇▇▇ ▇▇▇▇▇▇▇ shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 9.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 9.3 If the Purchaser Buyer would, but for the availability of a Purchaser’s Buyer's Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 59.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 9.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, P▇▇▇ ▇▇▇▇▇▇▇ shall not be liable pursuant to paragraph 9.1 or paragraph 9.2, save to the extent that P▇▇▇ ▇▇▇▇▇▇▇ would have been so liable had no such assignment occurred.

Grossing-up. 10.1 7.1 All sums payable by the Sellers to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Sellers shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 7.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 7.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 57.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 10.1 11.1 All sums payable amounts due under this Schedule Tax Covenant from the Seller to the Buyer shall be paid free and clear of all deductions or withholdings whatsoever unless the in full, without any set-off, counterclaim, deduction or withholding is (other than any deduction or withholding of tax required by law). If any deductions or withholdings are required by law to be made in respect of from any of the sums payable under this ScheduleTax Covenant, the payor Seller shall provide any evidence of the relevant withholding as the Buyer may reasonably require and shall pay to the recipient such Buyer any sum as will, after the deduction or withholding has been is made, leave the recipient Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a without that deduction or withholding. 10.2 11.2 If the recipient of a payment incurs a Tax liability which results from, or is calculated by reference to, any sum paid payable by the Seller to the Buyer under this Scheduleagreement is subject to Tax in the hands of the Buyer, the Seller shall pay any additional amount so payable required to ensure that the net amount received by the Buyer shall be increased by such the amount as will ensure that, after payment of that the Tax liability, the recipient is left with a net sum equal to the sum it Buyer would have received had no such Tax liability arisenif the payment was not subject to Tax. 10.3 11.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax liability falling within paragraph 10.2 of this Schedule 511.2, the Purchaser it shall be deemed for the purposes of that paragraph 11.2 to have incurred and paid that liability.

Grossing-up. 10.1 8.1 All sums payable by the Sellers to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Sellers shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 8.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 8.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 58.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 10.1 All sums payable by the Sellers to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Sellers shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 510.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Sellers shall not be liable pursuant to paragraph 10.1 or paragraph 10.2, save to the extent that the Sellers would have been so liable had no such assignment occurred.

Grossing-up. 10.1 All sums payable by any of the Sellers to the Purchaser under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor relevant Seller shall pay to the recipient Purchaser such sum as will, after the deduction or withholding has been mademade (and after taking into account any credit in respect of Tax to which the Purchaser is entitled in respect of any such deduction or withholding), leave the recipient Purchaser 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 Purchaser incurs a Tax Taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax Taxation liability, the recipient Purchaser is left with a net sum equal to the sum it would have received had no such Tax Taxation liability arisen. 10.3 If the Purchaser would, but for the availability of a Purchaser’s Relief, incur a Tax Taxation liability falling within paragraph 10.2 of this Schedule 510.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4 The Sellers shall not be liable to make any payment or payments under either paragraph 10.1 or paragraph 10.2 to the extent such liability would not have arisen but for any assignment of or other succession to the benefit of this Schedule or any other provision of this Agreement.

Grossing-up. 10.1 8.1 All sums payable by the Seller to the Buyer (or where applicable, the Company) under this Schedule Agreement 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 from any of the sums payable under this ScheduleAgreement, the payor Seller shall pay to the recipient Buyer (or where applicable, the Company) such sum as will, after the deduction or withholding has been made, leave the recipient Buyer (or where applicable, the Company) 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 8.2 If the recipient of a payment Buyer (or where applicable, the Company) incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleAgreement, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer (or where applicable, the Company) is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 8.3 If the Purchaser Buyer (or where applicable, the Company) would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 58.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 10.1 11.1 All sums payable amounts due under this Schedule Tax Covenant from the Seller to the Buyer shall be paid free and clear of all deductions or withholdings whatsoever unless the in full, without any set-off, counterclaim, deduction or withholding is (other than any deduction or withholding of tax required by law). If any deductions or withholdings are required by law to be made in respect of from any of the sums payable under this ScheduleTax Covenant, the payor Seller shall provide any evidence of the relevant withholding as the Buyer may reasonably require and shall pay to the recipient such Buyer any sum as will, after the deduction or withholding has been is made, leave the recipient Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a without that deduction or withholding. 10.2 11.2 If the recipient of a payment incurs a Tax liability which results from, or is calculated by reference to, any sum paid payable by the Seller to the Buyer under this Scheduleagreement is subject to Tax in the hands of the Buyer, the Seller shall pay any additional amount so payable required to ensure that the net amount received by the Buyer shall be increased by such the amount as will ensure that, after payment of that the Tax liability, the recipient is left with a net sum equal to the sum it Buyer would have received had no such Tax liability arisenif the payment was not subject to Tax. 10.3 11.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax liability falling within paragraph 10.2 of this Schedule 511.2, the Purchaser it shall be deemed for the purposes of that paragraph 12.2 to have incurred and paid that liability. 11.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Seller shall not be liable under paragraph 11.1 or paragraph 11.2, except where and to the extent that the Seller would have been so liable had that assignment not occurred.

Grossing-up. 10.1 8.1 All sums payable by the Sellers to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Sellers shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 8.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 8.3 If the Purchaser Buyer would, but for the availability of a Purchaser’s Buyer's Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 58.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 10.1 8.1 All sums payable by the Covenantors to the Buyer under this Schedule Tax Deed of Covenant 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 from any of the sums payable under this ScheduleTax Deed of Covenant, the payor Covenantors shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 8.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Deed of Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 8.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 5clause 8.2, the Purchaser it shall be deemed for the purposes of that paragraph clause to have incurred and paid that liability.

Grossing-up. 10.1 11.1 All sums payable by the Seller to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Seller shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 11.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 11.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 511.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 11.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Seller shall not be liable pursuant to paragraph 11.1 or paragraph 11.2, save to the extent that the Seller would have been so liable had no such assignment occurred. 11.5 This paragraph 11 shall not apply to the extent that the deduction or withholding or tax would not have arisen but for the payee not being resident in the UK, or having some connection with a territory outside the UK;

Grossing-up. 10.1 11.1 All sums payable by the Seller to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Seller shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 11.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation liability arisen. 10.3 11.3 If the Purchaser Buyer would, but for the availability of a PurchaserBuyer’s Relief, incur a Tax taxation liability falling within paragraph 10.2 of this Schedule 511.2, the Purchaser it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 11.4 In the event that the Buyer assigns the benefit of this Agreement amounts payable under this paragraph shall be no greater than if no such assignment had not been made.

Grossing-up. 10.1 21.1 All sums payable by the Warrantors to the Buyer under this Schedule Tax Covenant 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 from any of the sums payable under this ScheduleTax Covenant, the payor Warrantors shall pay to the recipient Buyer such sum as will, after the deduction or withholding has been made, leave the recipient Buyer 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 21.2 If the recipient of a payment Buyer incurs a Tax taxation liability which results from, or is calculated by reference to, any sum paid under this ScheduleTax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the Tax taxation liability, the recipient Buyer is left with a net sum equal to the sum it would have received had no such Tax taxation 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.