Common use of Gross-Up Payments Clause in Contracts

Gross-Up Payments. Subject to the immediately following sentence, the Company agrees that all amounts payable hereunder shall be paid free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied by or on behalf of the United Kingdom (or any authority or political subdivision therein having power to tax), unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Underwriters will receive the amount that such persons would otherwise have received but for such deduction or withholding after allowing for any tax credit or other benefit each such Underwriter receives by reason of such deduction or withholding. The Company shall not pay any such additional amounts to the extent that such taxes, levies, imposts, duties, charges or other deductions or withholdings were imposed due to (i) an Underwriter having any present or former connection with the United Kingdom other than solely as a result of the execution and delivery of, or performance of, its obligations under this Agreement or receipt of any payments or enforcement rights hereunder, (ii) the failure of an Underwriter, upon the request of the Company, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes, levies, imposts, duties, charges or other deductions or withholdings, (iii) European Council Directive 2003/48/EC (as amended from time to time) or any other EU directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive, or (iv) Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any regulations thereunder of official interpretations thereof or any law implementing an intergovernmental approach thereto, or any agreement described in Section 1471(b) of the Code.

Gross-Up Payments. Subject to the immediately following sentence, the Company agrees that all amounts payable hereunder shall be paid free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied by or on behalf of the United Kingdom (or any authority or political subdivision therein having power to tax), unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Underwriters will receive the amount that such persons would otherwise have received but for such deduction or withholding after allowing for any tax credit or other benefit each such Underwriter receives by reason of such deduction or withholding. The Company shall not pay any such additional amounts to the extent that such taxes, levies, imposts, duties, charges or other deductions or withholdings were imposed due to (i) an Underwriter having any present or former connection with the United Kingdom other than solely as a result of the execution and delivery of, or performance of, its obligations under this Agreement or receipt of any payments or enforcement rights hereunder, (ii) the failure of an Underwriter, upon the request of the Company, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes, levies, imposts, duties, charges or other deductions or withholdings, or (iii) European Council Directive 2003/48/EC (as amended from time to time) or any other EU directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive, or (iva) Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any regulations thereunder of official interpretations thereof or any law implementing associated regulations or other official guidance; (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental approach theretoagreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of clause (a); or (c) any agreement pursuant to the implementation of clauses (a) or (b) with the US Internal Revenue Service, the US government or any agreement described governmental or taxation authority in Section 1471(b) of the Codeany other jurisdiction.

Gross-Up Payments. Subject to the immediately following sentence, the Company agrees that all amounts payable hereunder shall be paid free and clear of, and without any deduction or withholding for or on account of, any current or future taxes, levies, imposts, duties, charges or other deductions or withholdings levied by or on behalf of the United Kingdom (or any authority or political subdivision therein having power to tax), unless such deduction or withholding is required by applicable law, in which event the Company will pay additional amounts so that the Underwriters Agents will receive the amount that such persons would otherwise have received but for such deduction or withholding after allowing for any tax credit or other benefit each such Underwriter Agent receives by reason of such deduction or withholding. The Company shall not pay any such additional amounts to the extent that such taxes, levies, imposts, duties, charges or other deductions or withholdings were imposed due to (i) an Underwriter Agent having any present or former connection with the United Kingdom other than solely as a result of the execution and delivery of, or performance of, its obligations under this Agreement or receipt of any payments or enforcement rights hereunder, (ii) the failure of an UnderwriterAgent, upon the request of the Company, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes, levies, imposts, duties, charges or other deductions or withholdings, or (iii) European Council Directive 2003/48/EC (as amended from time to time) or any other EU directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive, or (iva) Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any regulations thereunder of official interpretations thereof or any law implementing associated regulations or other official guidance; (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental approach theretoagreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of clause (a); or (c) any agreement pursuant to the implementation of clauses (a) or (b) with the U.S. Internal Revenue Service, the U.S. government or any agreement described governmental or taxation authority in Section 1471(b) of the Codeany other jurisdiction.