Common use of Deductions or withholding Clause in Contracts

Deductions or withholding. 11.4.2.1 If any amount of any payment under this Agreement is required to be deducted and withheld with respect to the making of such payment under any provision of applicable Law, the applicable Party (the “Withholding Agent”) shall be entitled to deduct and withhold such amount as required by applicable Law, provided that prior to such withholding, the Withholding Agent shall give written notice of its intention to deduct and withhold and allow the other Party sufficient time to furnish any required documentation and forms to minimize or eliminate such withholding. The Withholding Agent shall pay all such withheld amounts to the applicable Governmental Authority. For the avoidance of doubt, the provisions of this Section 11.4 shall apply to Affiliates of Distributor and Supplier as if such Affiliate were Distributor or Supplier, as applicable. 11.4.2.2 Notwithstanding anything in this Agreement to the contrary, if any deductions or withholdings are required to be made by Supplier as aforesaid as a result of Supplier being organized in a jurisdiction that is different from Distributor, Supplier shall be obliged to pay to Distributor such amount as will, after the deduction or withholding has been made, leave Distributor with the same amount as it would have been entitled to receive in the absence of such requirement to make a deduction or withholding, provided that if Distributor subsequently receives a credit for such deduction or withholding for the taxable year in which the deduction or withholding was made, then Distributor shall promptly repay an amount equal to such credit up to the lower of: (a) the amount previously paid by Supplier; or (b) the amount which would put Distributor in the same position as if no deductions or withholdings had been required to be made in respect of the relevant payment to Distributor.

Deductions or withholding. 11.4.2.1 11.5.2.1 If any amount of any payment under this Agreement is required to be deducted and withheld with respect to the making of such payment under any provision of applicable Law, the applicable Party (the “Withholding Agent”) shall be entitled to deduct and withhold such amount as required by applicable Law, provided that prior to such withholding, the Withholding Agent shall give written notice of its intention to deduct and withhold and allow the other Party sufficient time to furnish any required documentation and forms to minimize or eliminate such withholding. The Withholding Agent shall pay all such withheld amounts to the applicable Governmental Authority. For the avoidance of doubt, the provisions of this Section 11.4 11.5 shall apply to Affiliates of Distributor Service Provider and Supplier Service Recipient as if such Affiliate were Distributor Service Provider or SupplierService Recipient, as applicable. 11.4.2.2 11.5.2.2 Notwithstanding anything in this Agreement to the contrary, if any deductions or withholdings are required to be made by Supplier Service Recipient as aforesaid as a result of Supplier Service Recipient being organized in a jurisdiction that is different from DistributorService Provider, Supplier Service Recipient shall be obliged to pay to Distributor Service Provider such amount as will, after the deduction or withholding has been made, leave Distributor Service Provider with the same amount as it would have been entitled to receive in the absence of such requirement to make a deduction or withholding, provided that if Distributor Service Provider subsequently receives a credit for such deduction or withholding for the taxable year in which the deduction or withholding was made, then Distributor Service Provider shall promptly repay an amount equal to such credit up to the lower of: (a) the amount previously paid by SupplierService Recipient; or (b) the amount which would put Distributor Service Provider in the same position as if no deductions or withholdings had been required to be made in respect of the relevant payment to DistributorService Provider.