Exceptions to gross-up Sample Clauses

Exceptions to gross-up. (a) If any Bank is not or ceases to be a Qualifying Bank then (save in circumstances where such Bank ceases to be a Qualifying Bank by reason of any change in law or regulation or in its application or interpretation, in each case taking effect after the date of this Agreement) the Borrowers shall not be liable to pay to that Bank under clause 10.5 any sum in excess of the sum they would have been obliged to pay if that Bank had been, or had not ceased to be, a Qualifying Bank. (b) No Obligor incorporated in the United States or resident in the United States for tax purposes shall be required to pay any additional amount on account of any taxes of, or imposed by, the United States pursuant to clause 10.5 to any Bank if such Bank is not entitled on the date on which it becomes a party to this Agreement to submit Internal Revenue Service Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor thereto) or Internal Revenue Service Form W-8ECI (or any successor thereto) so as to meet its obligations to submit such a form or other certificate pursuant to clause 10.8 or if such Bank otherwise fails to submit such a form or certificate that it is required to submit pursuant to clause 10.8. (i) Any Bank which is a Qualifying Bank within paragraph (b)(ii) of the definition of Qualifying Bank shall, as soon as reasonably practicable and permissible after it becomes a party to this Agreement submit to the relevant tax authorities in the country of residence of such Bank the relevant form required for the purpose of obtaining a direction from the Inland Revenue, or (as the case may require) submit to the Agent the relevant declaration to secure, that payment made may be made by each relevant Borrower or (as the case may require) the Agent without any deduction in respect of United Kingdom tax and if any Bank fails to comply with such obligation the Borrower shall not be obliged to pay to such Bank under clause 10.5 any sum in excess of the sum which it would have been required to pay to such Bank had it complied with the obligation in this clause 10.6(c). (ii) Any Bank which is a Qualifying Bank within paragraph (c) of the definition of Qualifying Bank shall, as soon as reasonably practicable and permissible after it becomes a Qualifying Bank by virtue of paragraph (c) of the definition of Qualifying Bank and ceases to be a Qualifying Bank by virtue of paragraph (a) or (b)(i) of the definition of Qualifying Bank or becomes a part...
Sample 1
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Exceptions to gross-up. (a) If, otherwise than as a result of the introduction of, change in, or general change in the official interpretation, administration or application of, any law or regulation or any practice or concession of the appropriate tax authority in the jurisdiction of incorporation of a Borrower or the relevant Double Taxation Treaty on or after its Participation Date, a Bank is not or ceases to be a Qualifying Lender, that Borrower is not liable to pay to that Bank under Clause 11.1 (Gross-up) any amount in respect of taxes levied or imposed by the jurisdiction of incorporation of that Borrower or any taxing authority thereof or therein in excess of the amount it would have been obliged to pay if that Bank had not ceased to be a Qualifying Lender. (b) For a Treaty Bank Clause 11.1 (Gross-up) shall not apply to the extent that deduction or withholding on account of the relevant taxes could have been avoided by obtaining the appropriate direction or regulation from the appropriate tax authority in the jurisdiction of incorporation of a Borrower to make a payment gross prior to the relevant payment, and the failure to obtain such a direction results solely from the relevant Bank failing to comply with its obligations under Clause 11.4 (Other tax forms). (c) If a Bank fails to perform its obligations under Clause 11.3 (U.S. Tax forms), a US Borrower is not liable to pay that Bank under Clause 11.1 (Gross-up) any amount in respect of taxes levied or imposed by the United States of America or any taxing authority thereof or therein in excess of the amount it would have been obliged to pay if that Bank had performed its obligations under Clause 11.3 (U.S. Tax forms).
Sample 1Sample 2
Exceptions to gross-up. (a) A payment shall not be increased under Clause 7.3 above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due: (i) the payment could have been made to the relevant Bank without a Tax Deduction if the Bank had been a Qualifying Bank, but on that date that Bank is not or has ceased to be a Qualifying Bank other than as a result of any change after the date it became a Bank under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or published concession of any relevant taxing authority; or (ii) the relevant Bank is a Qualifying Bank solely by virtue of paragraph (ii) of the definition of Qualifying Bank; and: (1) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Bank has received from the Obligor making the payment or from the Account Party a certified copy of that Direction; and (2) the payment could have been made to the Bank without any Tax Deduction if that Direction had not been made; or (iii) the relevant Bank is a Qualifying Bank solely by virtue of paragraph (ii) of the definition of Qualifying Bank and: (1) the relevant Bank has not given a Tax Confirmation to the Account Party; and (2) the payment could have been made to the Bank without any Tax Deduction if the Bank had given a Tax Confirmation to the Account Party, on the basis that the Tax Confirmation would have enabled the Account Party to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or (iv) the relevant Bank is a Treaty Bank and the Obligor making the payment is able to demonstrate that the payment could have been made to the Bank without the Tax Deduction had that Bank complied with its obligations under Clause 7.5(b) below.
Sample 1

Related to Exceptions to gross-up

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  • Gross-Up All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:— (1) promptly notify the other party (“Y”) of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:— (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

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