Common use of Grossing-up Clause in Contracts

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. The Paying Party 16.10.1 All sums payable under this Agreement and the Local Transfer Documents shall increase be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as required by Applicable Law or as may be otherwise agreed. Subject to Clauses 16.10.2 to 16.10.7 if any deductions or withholdings are required by law the amount party making the payment shall (except in the case of any payment which is required interest payable under Clause 16.9) be obliged to be made subject to a withholding or deduction pay to the extent necessary other party such sum as will after such deduction or withholding has been made leave the other party with the same amount as it would have been entitled to ensure thatreceive in the absence of any such requirement to make a deduction or withholding, provided that if either party to this Agreement shall have assigned or novated the benefit in whole or in part of this Agreement or shall, after the making 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 required withholding or deduction, the Receiving Party receives the same amount other party under this Clause 16.10.1 shall be limited to that (if any) which it would have received been had no such withholding assignment, novation or deduction been made change taken place. 16.10.2 If either party is or becomes aware of any facts making it reasonably likely that the Purchaser, or any relevant member of the Purchaser’s Group, will be required to be made, except that no increase shall be made deduct or withhold any amount in respect of the Business Consideration and/or the Share Consideration (a “Relevant Tax Deduction”), then that party shall, as soon as reasonably practicable, give notice to the other party (including details of the relevant facts and, so far as possible, details of the rate and basis of such withholding). 16.10.3 The Seller and the Purchaser shall, and shall procure that the members of their respective groups shall (at the Seller’s cost), co-operate with each other in good faith and use all reasonable efforts to reduce or mitigate any TaxRelevant Tax Deduction (or its amount) and/or to enable the Seller or the relevant Business Seller or Share 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. 16.10.4 Without prejudice to the generality of Clause 16.10.3, the Seller 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 Closing (and in this regard the Purchaser shall consider reasonably any relevant information or evidence provided or obtained by the Seller) including, if requested by the Seller and at the Seller’s expense, by seeking to obtain a ruling or confirmation from a relevant Tax Authority, or obtaining an opinion from reputable local tax counsel or a firm of accountants of international standing satisfactory to the Purchaser (acting reasonably) and instructed jointly by the Seller and the Purchaser. 16.10.5 The Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, make any Relevant Tax Deduction in the minimum amount required by Applicable Law, provided that: (i) which is only imposed as if a result of a connection double taxation treaty between the Receiving Party jurisdiction under the laws of which the Relevant Tax Deduction is required and the jurisdiction of residence of the authority imposing Seller or the relevant Share Seller or Business Seller is in force, the Purchaser shall (and shall procure that any relevant member of the Purchaser’s Group shall) make any Relevant Tax Deduction in an amount not exceeding the rate specified in such double taxation treaty (includingwhich may be nil), without limitation, a connection arising from provided that the Receiving Party having Seller has provided the Purchaser with such evidence as is required under Applicable Law to establish the entitlement of the Seller (or having had a permanent establishment relevant Share Seller or other fixed place Business Seller) to the benefit 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;applicable treaty; and (ii) if an opinion from reputable local counsel or a firm of accountants of international standing has been obtained as envisaged by Clause 16.10.4, the Purchaser shall (and shall procure that any relevant member of the Purchaser Group shall) make such Relevant Tax Deduction in an amount or on a basis which could have been avoided if is consistent with that opinion (which may result in no withholding or deduction), provided that the Receiving Party had delivered Seller has indemnified the Purchaser and any relevant member of the Purchaser’s Group, to the Paying Party Purchaser’s reasonable satisfaction, against any Liabilities arising (including any interest and penalties) should such opinion be wholly or to partly incorrect. 16.10.6 The Purchaser shall promptly provide 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 Seller with evidence reasonably satisfactory to the Paying Party; orSeller that a Relevant Tax Deduction has been made and an appropriate amount paid to the relevant Tax Authority. (iii) which 16.10.7 If any Relevant Tax Deduction 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 required, an additional sum shall be obliged payable in accordance with Clause 16.10.1 only if and to increase the amount extent that such deduction or withholding would not have been required had the Purchaser and each member of any the Purchaser’s Group making such payment pursuant or to this § 23.3(b)) if which such representation has failed or ceased to be true and accurate by reason of: (I) any change in, or payment relates been resident for Tax purposes only 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 DateSwitzerland.

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 General Agreement, any Confirmation or any Credit Support Document;; or (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) the Election Sheet 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) the Election Sheet for the purposes of this § 23.3 14.9, failing or ceasing to be true and accurate provided that this § 23.3(b)(iiiparagraph (iii) shall not apply (and the Paying Party shall be obliged to increase the amount of any payment pursuant to this § 23.3(b14.9(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. 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 General Agreement, any Confirmation or any Credit Support Document;; or (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) the Election Sheet 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) the Election Sheet for the purposes of this § 23.3 14.9 failing or ceasing to be true and accurate provided that this § 23.3(b)(iiiparagraph (iii) shall not apply (and the Paying Party shall be obliged to increase the amount of any payment pursuant to this § 23.3(b14.9(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. The Paying Party 17.10.1 All sums payable under this Agreement, the Local Transfer Documents and the Tax Indemnity shall increase be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be permitted by Clause 17.6.3 or required by law. Subject to Clauses 17.10.3 to 17.10.7 if any deductions or withholdings are required by law the party making the payment shall (except in the case of (i) any interest payable under Clause 7.5 or 17.9 (ii) or any amount payable under Schedule 17 which would not have been the subject of a deduction or withholding had it been paid to a company resident in Switzerland for the purposes of the double taxation treaty between Belgium and Switzerland which was beneficially entitled to the payments and was not party to a conduit arrangement in respect of them) be obliged to pay to the other party such sum as will after such deduction or withholding has been made leave the other party with the same amount as it would have been entitled to receive in the absence of any payment which is required such requirement to be made subject make a deduction or withholding, provided that if either party to a withholding this Agreement shall have assigned or deduction to novated the extent necessary to ensure thatbenefit in whole or in part of this Agreement or shall, after the making 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 required withholding or deduction, the Receiving Party receives the same amount other party under this Clause 17.10.1 shall be limited to that (if any) which it would have received been had no such withholding assignment, novation or deduction been made change taken place. 17.10.2 If either party is or becomes aware of any facts making it reasonably likely that the Purchaser, or any relevant member of the Purchaser’s Group, will be required to be made, except that no increase shall be made deduct or withhold any amount in respect of the Purchase Price (excluding any Taxamount payable under Schedule 17) (a “Relevant Tax Deduction”), then that party shall, as soon as reasonably practicable, give notice to the other party (including details of the relevant facts and, so far as possible, details of the rate and basis of such withholding) provided that for purposes of this Clause 17.10.2, the Seller may assume that the Purchase Price will be paid by (and for) a company resident for Tax purposes only in Belgium. 17.10.3 The Seller and the Purchaser shall, and shall procure that the members of their respective groups shall (at the 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 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. 17.10.4 Without prejudice to the generality of Clause 17.10.3, the Seller 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 Closing (and in this regard the Purchaser shall consider reasonably any relevant information or evidence provided or obtained by the Seller) including, if requested by the Seller and at the Seller’s expense, by seeking to obtain a ruling or confirmation from a relevant Tax Authority, or obtaining an opinion from reputable local tax counsel or a firm of accountants of international standing satisfactory to the Purchaser (acting reasonably) and instructed jointly by the Seller and the Purchaser. 17.10.5 The Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, make any Relevant Tax Deduction in the minimum amount required by Applicable Law, provided that: (i) which is only imposed as if a result of a connection double taxation treaty between the Receiving Party jurisdiction under the laws of which the Relevant Tax Deduction is required and the jurisdiction of residence of the authority imposing Seller or the relevant Share Seller or Business Seller is in force, the Purchaser shall (and shall procure that any relevant member of the Purchaser’s Group shall) make any Relevant Tax Deduction in an amount not exceeding the rate specified in such double taxation treaty (includingwhich may be nil), without limitation, a connection arising from provided that the Receiving Party having Seller has provided the Purchaser with such evidence as is required under Applicable Law to establish the entitlement of the Seller (or having had a permanent establishment relevant Share Seller or other fixed place Business Seller) to the benefit 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;applicable treaty; and (ii) if an opinion from reputable local counsel or a firm of accountants of international standing has been obtained at the request of the Seller as envisaged by Clause 17.10.4, the Purchaser shall (and shall procure that any relevant member of the Purchaser Group shall) make such Relevant Tax Deduction in an amount or on a basis which could have been avoided if is consistent with that opinion (which may result in no withholding or deduction), provided that the Receiving Party had delivered Seller has indemnified the Purchaser and any relevant member of the Purchaser’s Group, to the Paying Party Purchaser’s reasonable satisfaction, against any Liabilities arising (including any interest and penalties) should such opinion be wholly or to partly incorrect. 17.10.6 The Purchaser shall promptly provide 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 Seller with evidence reasonably satisfactory to the Paying Party; orSeller that a Relevant Tax Deduction has been made and an appropriate amount paid to the relevant Tax Authority. (iii) which 17.10.7 If any Relevant Tax Deduction 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 required an additional sum shall be obliged payable in accordance with Clause 17.10.1 only if and to increase the amount extent that such deduction or withholding would not have been required had the Purchaser and each member of any the Purchaser’s Group making such payment pursuant or to this § 23.3(b)) if which such representation has failed or ceased to be true and accurate by reason of: (I) any change in, or payment relates been resident for Tax purposes only 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 DateBelgium.

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 Competent 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 the Certificate Master Agreement, any Confirmation 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 Competent Authority as reasonably requested by the Paying Party, any declaration, certificate, or other documents specified in Section B of Part I (Individual Terms) the Election Sheet 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) the Election Sheet for the purposes of this § 23.3 13.6 failing or ceasing to be true and accurate provided that this § 23.3(b)(iii13.6(b)(iii) shall not apply (and the Paying Party shall be obliged to increase the amount of any payment pursuant to this § 23.3(b13.6(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. 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 EECS Certificates Master Agreement, any Confirmation or any Credit Support Document;; or (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) the Election Sheet 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) the Election Sheet for the purposes of this § 23.3 13.6 (Withholding Tax) failing or ceasing to be true and accurate provided that this § 23.3(b)(iiiparagraph (iii) shall not apply (and the Paying Party shall be obliged to increase the amount of any payment pursuant to this § 23.3(b13.6(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. The Paying Party 16.10.1 All sums payable under this Agreement, the Local Transfer Documents and the Tax Indemnity shall increase be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be permitted by Clause 16.6.3 or required by law. Subject to Clauses 16.10.3 to 16.10.7 if any deductions or withholdings are required by law the party making the payment shall (except in the case of (i) any interest payable under Clause 7.5 or 16.9 (ii) or any amount payable under Schedule 17 which would not have been the subject of a deduction or withholding had it been paid to a company resident in Switzerland for the purposes of the double taxation treaty between Belgium and Switzerland which was beneficially entitled to the payments and was not party to a conduit arrangement in respect of them) be obliged to pay to the other party such sum as will after such deduction or withholding has been made leave the other party with the same amount as it would have been entitled to receive in the absence of any payment which is required such requirement to be made subject make a deduction or withholding, provided that if either party to a withholding this Agreement shall have assigned or deduction to novated the extent necessary to ensure thatbenefit in whole or in part of this Agreement or shall, after the making 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 required withholding or deduction, the Receiving Party receives the same amount other party under this Clause 16.10.1 shall be limited to that (if any) which it would have received been had no such withholding assignment, novation or deduction been made change taken place. 16.10.2 If either party is or becomes aware of any facts making it reasonably likely that the Purchaser, or any relevant member of the Purchaser’s Group, will be required to be made, except that no increase shall be made deduct or withhold any amount in respect of the Purchase Price (excluding any Tax:amount payable under Schedule 17) (a “Relevant Tax Deduction”), then that party shall, as soon as reasonably practicable, give notice to the other party (including details of the relevant facts and, so far as possible, details of the rate and basis of such withholding) provided that for purposes of this Clause 16.10.2, the Seller may assume that the Purchase Price will be paid by (and for) a company resident for Tax purposes only in Belgium. (i) which is only imposed as a result of a connection between the Receiving Party 16.10.3 The Seller and the jurisdiction Purchaser shall, and shall procure that the members of their respective groups shall (at the authority imposing 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 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, 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 making 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 Dateavailable claim under an applicable double taxation treaty.

Grossing-up. The Paying Party shall increase the amount of any payment which is required to be made subject to a withholding or withholdinogr 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 excpet 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 Reivcieng 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 EECS Certificates Master Agreement, any Confirmation or any Credit Support Document;; or (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 certificat,eor other documents specified in Section B of Part I (Individual Terms) the Election Sheet 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) the Election Sheet for the purposes of this § 23.3 this3.§6 (1Withholding Tax) failing or ceasing to be true and accurate provided that this § 23.3(b)(iiiparagraph (iii) shall not apply (and the Paying Party shall be obliged to increase the amount of any payment aynmyenpta pursuant to this § 23.3(b1.63(b)) if such representation has failed or ceased to orsceedato 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. 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 authorityCompetent 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 EECS Certificatesthe Certificate Master Agreement, any Confirmation or any Credit Support Document;; or (ii) which could have been avoided if the Receiving Party had delivered to the Paying Party or to the appropriate authority authorityCompetent Authority as reasonably requested by the Paying Party, any declaration, certificate, or other documents specified in Section B of Part I (Individual Terms) the Election Sheet in a form reasonably satisfactory to the Paying Party; or (iii) which wh ic h is only imposed as on ly impos ed a result s a re su lt of any Tax representation a ny Ta x re presenta tion made by the Receiving Party Re ▇▇ ▇▇▇▇ g P a rty in Section B of Part I (Individual Terms) the E le ctio n S he et for the purposes purpos es of this th is § 23.3 13.6 (Withholding Tax) failing or ceasing to be true and accurate provided that this paragraph § 23.3(b)(iii13.6(b)(iii) shall s ha ll not apply a pp ly (and the Paying Party shall P a yin g P a rty s ha ll be obliged ob lig ed to increase the amount a mount of any payment a ny pa yme nt pursuant to this th is § 23.3(b13.6(b)) if such representation s uch repre senta tion has failed fa ile d or ceased to be true and accurate a nd accura te by reason ofre ason o f: (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. 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 General Agreement, any Confirmation or any Credit Support Document;; or (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) the Election Sheet 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) the Election Sheet for the purposes of this § 23.3 14.9, failing or ceasing to be true and accurate provided that this § 23.3(b)(iiiparagraph (iii) shall not apply (and the Paying Party shall be obliged to increase the amount of any payment pursuant to this § 23.3(b§14.9(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. 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 Competent 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 mereexecution or delivery of this Agreement the Certificate Master Agreement, any Confirmation 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 Competent Authority as reasonably requested by the Paying Party, any declaration, certificate, or other documents specified in Section B of Part I (Individual Terms) the Election Sheet 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) the Election Sheet for the purposes of this § 23.3 13.6 failing or ceasing to be true and accurate provided that this § 23.3(b)(iii13.6(b)(iii) shall not apply (and the Paying Party shall be obliged to increase the amount of any payment pursuant to this § 23.3(b13.6(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. 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 Competent 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 the Biogas Certificates Standard Agreement, any Confirmation 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 Competent Authority as reasonably requested by the Paying Party, any declaration, certificate, or other documents specified in Section B of Part I (Individual TermsElection Sheet) 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) the Election Sheet for the purposes of this § 23.3 12.5 failing or ceasing to be true and accurate provided that this § 23.3(b)(iii12.5(b)(iii) shall not apply (and the Paying Party shall be obliged to increase the amount of any payment pursuant to this § 23.3(b12.5(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.