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 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 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 15.10.1 All sums payable under this Agreement shall increase be paid in cash free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be permitted by Clause 15.6.1 or required by law. If any deductions or withholdings are required by law, the payer shall account to the relevant governmental authority or Tax Authority for the amount of any payment which is so required to be made subject to deducted or withheld and, except: (i) in the case of interest payable under Clause 15.9; and (ii) in the case of the Purchase Price where such withholding or deduction is: (a) required by a change of law introduced or coming into force after the date of this Agreement; and (b) not a withholding or deduction to which would not have arisen but for the extent necessary to ensure that, after payer being incorporated or tax resident in the making of the required jurisdiction imposing such withholding or deduction, the Receiving Party receives payer shall be obliged to pay to the same recipient such additional amounts as will ensure that the recipient receives, in total, an amount which (after such deduction or withholding has been made) is no more and no less than it would have received been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated or any affiliate or person with an interest in a party shall have transferred its rights under this Agreement or its interest in the party or changed its tax residence or the permanent establishment to which its rights under this Agreement or its interest in the party are allocated then the liability of the other party under this Clause 15.10.1 shall be limited to that (if any) which it would have been had no such withholding transfer or deduction been made change taken place. 15.10.2 The recipient or required expected recipient of an amount paid under this Agreement (or any affiliate of or person with an interest in such recipient) shall take such measures as are reasonable to be madeclaim from the appropriate Tax Authority any exemption, except that no increase shall be made rate reduction, refund, credit or similar benefit (including pursuant to any relevant double tax treaty) to which it is entitled in respect of any Taxdeduction or withholding in respect of which a payment has been made or would otherwise be required to be made pursuant to Clause 15.10.1 and, for such purposes, shall, within any applicable time limits, submit any claims, notices, returns or applications and send a copy thereof to the payer. 15.10.3 If the recipient of a payment made under this Agreement (or any affiliate of or person with an interest in such recipient) obtains a refund of or obtains and utilises a credit for any Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxation then it shall reimburse to the payer such part of such additional amounts paid pursuant to Clause 15.10.1 as the recipient of the payment certifies to the payer will leave it (together with any affiliate of or person with an interest it) (after such reimbursement) in no better and no worse position than would have arisen if the payer had not been required to make such deduction or withholding. 15.10.4 Subject to Clause 6.3.3, where any payment is made or to be made under this Agreement pursuant to an indemnity, compensation or reimbursement provision (which, for the avoidance of doubt, shall not include any reimbursement made pursuant to Clause 15.10.3) then the sum payable shall be adjusted to such sum as will ensure that: (i) after payment of any Taxation charged on such sum in the hands of the recipient (or any affiliate of or person with an interest in such recipient) (including any Taxation which would have been charged in the absence of any Reliefs); and (ii) after giving credit for any Relief that is or will be available to the recipient (or any affiliate of or person with an interest in such recipient) in respect of the matter giving rise to the payment, the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxation or Relief provided first that the reference in this Clause 15.10.4 to a Relief shall include any saving of Taxation which is only imposed as the subject of Clause 6.3.3 and provided secondly that if a result party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a connection between declaration of trust or anything that amounts in substance to a transfer) the Receiving Party and the jurisdiction of the authority imposing the Tax (including, without limitation, a connection arising from the Receiving Party having benefit in whole 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 part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated (or any Credit Support Document; affiliate of or person with an interest in a party shall have transferred its rights under this Agreement or its interest in the party or changed its tax residence or the permanent establishment to which its rights under this Agreement or its interest in the party are allocated) then the liability of the other party under this Clause 15.10.4 shall be limited to that (iiif any) which could it would have been avoided if the Receiving Party had delivered to the Paying Party no such transfer 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 Dateplace.

Grossing-up. The Paying Party 23.11.1 All sums payable under this Agreement shall increase be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be permitted by Clause 23.7.2 or required by law. If any deductions or withholdings for or on account of Tax are required by law, the payer shall account to the relevant Tax Authority for the amount of any payment which is so required to be made subject to a withholding deducted 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 Taxwithheld and except: (i) in the case of the consideration payable under Clause 3; or (ii) in the case of interest payable under Clause 11.6 or 23.10, the payer shall be obliged to pay to the recipient such additional amounts as will ensure that the recipient receives, in total, an amount which (after such deduction or withholding has been made) is only imposed as no more and no less than it would have been entitled to receive in the absence of any such requirement to make a result deduction or withholding, provided that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a connection between declaration of trust or anything that amounts in substance to a transfer) the Receiving Party and the jurisdiction of the authority imposing the Tax (including, without limitation, a connection arising from the Receiving Party having benefit in whole 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 part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated then the liability of the other party under this Clause 23.11.1 shall be limited to that (if any) which it would have been had no such transfer or change taken place. 23.11.2 If the recipient of a payment made under this Agreement obtains a refund of or obtains and utilises a credit for any Credit Support Document;Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxation then it shall reimburse to the payer such part of such additional amounts paid pursuant to Clause 23.11.1 above as will leave it (after such reimbursement) in no better and no worse position than would have arisen if the payer had not been required to make such deduction or withholding. 23.11.3 Where any payment is made or to be made under this Agreement pursuant to an indemnity, compensation or reimbursement provision (which, for the avoidance of doubt, shall not include Clause 12 (Wrong Pockets) or any reimbursement made pursuant to Clause 23.11.2) then the sum payable shall be adjusted to such sum as will ensure that (i) after payment of any Taxation charged on such sum in the hands of the recipient (including any Taxation which would have been charged in the absence of any Reliefs); and (ii) after giving credit for any Relief that is or will be available to the recipient in respect of the matter giving rise to the payment. the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxation or relief provided that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which could the rights under this Agreement are allocated then the liability of the other party under this Clause 23.11.3 shall be limited to that (if any) which it would have been avoided if the Receiving Party had delivered to the Paying Party no such transfer 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 Dateplace.

Grossing-up. The Paying Party 15.10.1 All sums payable under this Agreement shall increase be paid in cash free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be permitted by Clause 15.6.1 or required by law. If any deductions or withholdings are required by law, the payer shall account to the relevant governmental authority or Tax Authority for the amount of any payment which is so required to be made subject to deducted or withheld and, except: (i) in the case of interest payable under Clause 15.9; and (ii) in the case of the Purchase Price where such withholding or deduction is: (i) required by a change of law introduced or coming into force after the date of this Agreement; and (ii) not a withholding or deduction to which would not have arisen but for the extent necessary to ensure that, after payer being incorporated or tax resident in the making of the required jurisdiction imposing such withholding or deduction, the Receiving Party receives payer shall be obliged to pay to the same recipient such additional amounts as will ensure that the recipient receives, in total, an amount which (after such deduction or withholding has been made) is no more and no less than it would have received been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a declaration of trust or anything that amounts in substance to a transfer) the benefit in whole or in part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated or any affiliate or person with an interest in a party shall have transferred its rights under this Agreement or its interest in the party or changed its tax residence or the permanent establishment to which its rights under this Agreement or its interest in the party are allocated then the liability of the other party under this Clause 15.10.1 shall be limited to that (if any) which it would have been had no such withholding transfer or deduction been made change taken place. 15.10.2 The recipient or required expected recipient of an amount paid under this Agreement (or any affiliate of or person with an interest in such recipient) shall take such measures as are reasonable to be madeclaim from the appropriate Tax Authority any exemption, except that no increase shall be made rate reduction, refund, credit or similar benefit (including pursuant to any relevant double tax treaty) to which it is entitled in respect of any Taxdeduction or withholding in respect of which a payment has been made or would otherwise be required to be made pursuant to Clause 15.10.1 and, for such purposes, shall, within any applicable time limits, submit any claims, notices, returns or applications and send a copy thereof to the payer. 15.10.3 If the recipient of a payment made under this Agreement (or any affiliate of or person with an interest in such recipient) obtains a refund of or obtains and utilises a credit for any Taxation payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxation then it shall reimburse to the payer such part of such additional amounts paid pursuant to Clause 15.10.1 as the recipient of the payment certifies to the payer will leave it (together with any affiliate of or person with an interest it) (after such reimbursement) in no better and no worse position than would have arisen if the payer had not been required to make such deduction or withholding. 15.10.4 Where any payment is made or to be made under this Agreement pursuant to an indemnity, compensation or reimbursement provision (which, for the avoidance of doubt, shall not include any reimbursement made pursuant to Clause 15.10.3) then the sum payable shall be adjusted to such sum as will ensure that: (i) after payment of any Taxation charged on such sum in the hands of the recipient (or any affiliate of or person with an interest in such recipient) (including any Taxation which would have been charged in the absence of any Reliefs); and (ii) after giving credit for any Relief that is only imposed as or will be available to the recipient (or any affiliate of or person with an interest in such recipient) in respect of the matter giving rise to the payment, the recipient shall be left with a result sum equal to the sum that it would have received in the absence of such a charge to Taxation or Relief provided that if a party shall have transferred (for the avoidance of doubt, by whatever means, including by way of a connection between declaration of trust or anything that amounts in substance to a transfer) the Receiving Party and the jurisdiction of the authority imposing the Tax (including, without limitation, a connection arising from the Receiving Party having benefit in whole 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 part of this Agreement or shall have changed its tax residence or the permanent establishment to which the rights under this Agreement are allocated (or any Credit Support Documentaffiliate of or person with an interest in a party shall have transferred its rights under this Agreement or its interest in the party or changed its tax residence or the permanent establishment to which its rights under this Agreement or its interest in the party are allocated) then the liability of the other party under this Clause 15.10.4 shall be limited to that (if any) which it would have been had no such transfer or change taken place. 15.10.5 Clause 15.10.4 shall not apply if and to the extent that the amount of the indemnity, compensation or reimbursement payment has already been adjusted to take account of the Taxation that will or would be charged on receipt or relief that is or will be available in respect of the matter giving rise to the payment. 15.10.6 Should the Purchaser consider that it or a Relevant Purchaser is required by law so to withhold amounts from the Purchase Price which fall within Clause 15.10.1(ii) the Purchaser will: (i) notify the Seller at least twenty Business Days prior to making any deduction (which notice shall include a statement of the amounts the Relevant Purchaser intends to deduct or withhold in respect of making such payment and the applicable provision of law requiring it to withhold or deduct); (ii) which could have been avoided if provide the Receiving Party had delivered Seller with a reasonable opportunity to the Paying Party or to the appropriate authority as reasonably requested by the Paying Party, any declaration, certificate, provide such forms or other documents specified in Section B of Part I (Individual Terms) in a form reasonably satisfactory to the Paying Partyevidence that would eliminate or reduce any such deduction or withholding; orand (iii) which is only imposed as a result of any Tax representation made by cooperate in good faith with the Receiving Party in Section B of Part I (Individual Terms) for the purposes of this § 23.3 failing Seller to reduce 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 eliminate such representation has failed deduction 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 Datewithholding.

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 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 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 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.

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.