Common use of Grossing-up Clause in Contracts

Grossing-up. 11.1 All sums payable by the Warrantor to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 11.1 9.1 All sums payable by the Warrantor Sellers to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Sellers shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 9.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 9.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.29.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 9.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Sellers shall not be liable pursuant to paragraph 9.1 or paragraph 9.2, save to the extent that the Sellers would have been so liable had no such assignment occurred.

Grossing-up. 11.1 5.1 All sums payable by the Warrantor Covenantor to the Buyer Purchaser under this Tax Covenant Schedule shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is whatsoever, save only as may be required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax CovenantSchedule, the Warrantor Covenantor shall be obliged to pay to the Buyer Purchaser such sum as will, after the deduction or withholding has been made, leave the Buyer Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 5.2 If the Buyer Purchaser incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax CovenantSchedule, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer Purchaser is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 5.3 If the Buyer Purchaser would, but for the availability of a Buyer’s Reliefrelief, incur a taxation liability falling within paragraph 11.25.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 11.1 10.1 All sums payable by the Warrantor to the Buyer under this Tax Covenant Schedule shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from in respect of any of the sums payable under this Tax CovenantSchedule, the Warrantor payor shall pay to the Buyer recipient such sum as will, after the deduction or withholding has been made, leave the Buyer recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 10.2 If the Buyer recipient of a payment incurs a taxation Tax liability which results from, or is calculated by reference to, any sum paid under this Tax CovenantSchedule, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation Tax liability, the Buyer recipient is left with a net sum equal to the sum it would have received had no such taxation Tax liability arisen. 11.3 10.3 If the Buyer Purchaser would, but for the availability of a BuyerPurchaser’s Relief, incur a taxation Tax liability falling within paragraph 11.210.2 of this Schedule 5, it the Purchaser shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 11.1 10.1. All sums payable by the Warrantor Warrantors to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Warrantors shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 10.2. If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 10.3. If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.210.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4. If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors shall not be liable under paragraph 10.1 or paragraph 10.2, except to the extent that the Warrantors would have been so liable had no such assignment occurred. 10.5. The Warrantors shall not be liable pursuant to this paragraph 10 to the extent that they would not have been so liable had the Buyer been resident for Tax purposes and incorporated in the UK.

Grossing-up. 11.1 8.1 All sums payable by the Warrantor Seller to the Buyer (or where applicable, the Company) under this Tax Covenant Agreement shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax CovenantAgreement, the Warrantor Seller shall pay to the Buyer (or where applicable, the Company) such sum as will, after the deduction or withholding has been made, leave the Buyer (or where applicable, the Company) with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 8.2 If the Buyer (or where applicable, the Company) incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax CovenantAgreement, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer (or where applicable, the Company) is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 8.3 If the Buyer (or where applicable, the Company) would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.28.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 11.1 9.1 All sums payable by the Warrantor P▇▇▇ ▇▇▇▇▇▇▇ to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor P▇▇▇ ▇▇▇▇▇▇▇ shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 9.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 9.3 If the Buyer would, but for the availability of a Buyer’s 's Relief, incur a taxation liability falling within paragraph 11.29.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 9.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, P▇▇▇ ▇▇▇▇▇▇▇ shall not be liable pursuant to paragraph 9.1 or paragraph 9.2, save to the extent that P▇▇▇ ▇▇▇▇▇▇▇ would have been so liable had no such assignment occurred.

Grossing-up. 11.1 10.1 All sums payable by any of the Warrantor Sellers to the Buyer Purchaser under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor relevant Seller shall pay to the Buyer Purchaser such sum as will, after the deduction or withholding has been mademade (and after taking into account any credit in respect of Tax to which the Purchaser is entitled in respect of any such deduction or withholding), leave the Buyer Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 10.2 If the Buyer Purchaser incurs a taxation Taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation Taxation liability, the Buyer Purchaser is left with a net sum equal to the sum it would have received had no such taxation Taxation liability arisen. 11.3 10.3 If the Buyer Purchaser would, but for the availability of a BuyerPurchaser’s Relief, incur a taxation Taxation liability falling within paragraph 11.210.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4 The Sellers shall not be liable to make any payment or payments under either paragraph 10.1 or paragraph 10.2 to the extent such liability would not have arisen but for any assignment of or other succession to the benefit of this Schedule or any other provision of this Agreement.

Grossing-up. 11.1 All sums payable by the Warrantor Seller to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Seller shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 11.4 In the event that the Buyer assigns the benefit of this Agreement amounts payable under this paragraph shall be no greater than if no such assignment had not been made.

Grossing-up. 11.1 10.1 All sums payable by the Warrantor Warrantors to the Buyer Company under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Warrantors shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 10.2 If the Buyer incurs a taxation Taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation Taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation Taxation liability arisen. 11.3 10.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation Taxation liability falling within paragraph 11.210.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors shall not be liable pursuant to paragraph 10.1 or paragraph 10.2, save to the extent that the Warrantors would have been so liable had no such assignment occurred.

Grossing-up. 11.1 All sums payable by the Warrantor to the Buyer amounts due under this Tax Covenant from the Seller to the Buyer shall be paid free and clear of all deductions or withholdings whatsoever unless the in full without any set-off, counterclaim, deduction or withholding is (other than any deduction or withholding of tax required by law). If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Seller shall provide any evidence of the relevant withholding as the Buyer may reasonably require and shall pay to the Buyer such any sum as will, after the deduction or withholding has been is made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a without that deduction or withholding. 11.2 If any sum payable by the Seller to the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this agreement is subject to Tax Covenantin the hands of the Buyer, the Seller shall pay any additional amount so payable required to ensure that the net amount received by the Buyer shall be increased by such the amount as will ensure that, after payment of the taxation liability, that the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisenif the payment was not subject to Tax. 11.3 If the Buyer would, but for the availability of a Buyer’s 's Relief, incur a taxation Tax liability falling within paragraph 11.2, it shall be deemed for the purposes of that paragraph 11.2 to have incurred and paid that liability. 11.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Seller shall not be liable under paragraph 11.1 or paragraph 11.2, except where and to the extent that the Seller would have been so liable had that assignment not occurred.

Grossing-up. 11.1 10.1 All sums payable by the Warrantor Sellers to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Sellers shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 10.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 10.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.210.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Sellers shall not be liable pursuant to paragraph 10.1 or paragraph 10.2, save to the extent that the Sellers would have been so liable had no such assignment occurred.

Grossing-up. 11.1 8.1 All sums payable by the Warrantor Sellers to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Sellers shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 8.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 8.3 If the Buyer would, but for the availability of a Buyer’s 's Relief, incur a taxation liability falling within paragraph 11.28.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 8.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Sellers shall not be liable pursuant to paragraph 8.1 or paragraph 8.2, save to the extent that the Sellers would have been so liable had no such assignment occurred.

Grossing-up. 11.1 All sums payable by the Warrantor Seller to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Seller shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 11.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Seller shall not be liable pursuant to paragraph 11.1 or paragraph 11.2, save to the extent that the Seller would have been so liable had no such assignment occurred. 11.5 This paragraph 11 shall not apply to the extent that the deduction or withholding or tax would not have arisen but for the payee not being resident in the UK, or having some connection with a territory outside the UK;

Grossing-up. 11.1 (i) All sums payable by amounts due under this Section 8.3 from the Warrantor Founders to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the in full, without any set-off, counterclaim, deduction or withholding is (other than any deduction or withholding of tax required by law). If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax CovenantSection 8.3, the Warrantor Founders shall provide any evidence of the relevant withholding as the Buyer may reasonably require and shall pay to the Buyer such any sum as will, after the deduction or withholding has been is made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a without that deduction or withholding. 11.2 (ii) If any sum payable by the Founders to the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Agreement is subject to Tax Covenantin the hands of the Buyer, the Founders shall pay any additional amount so payable required to ensure that the net amount received by the Buyer shall be increased by such the amount as will ensure that, after payment of the taxation liability, that the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisenif the payment was not subject to Tax and taking account of any credit against or deduction from Tax that may be available for any deduction or withholding made under Section 8.3(i)(i). 11.3 (iii) If the Buyer would, but for the availability of a Buyer’s ReliefRelief (other than an exemption from Tax), incur a taxation Tax liability falling within paragraph 11.2Section 8.3(i)(ii), it shall be deemed for the purposes of that paragraph Section 8.3(i)(ii) to have incurred and paid that liability. (iv) If the Buyer assigns all, or part of, the benefit of this Section 8.3 or this agreement, the Founders shall not be liable under Section 8.3(i)(i) or Section 8.3(i)(ii), except if and to the extent that the Founders would have been so liable had that assignment not occurred. (v) Section 8.3(i)(i) and Section 8.3(i)(ii) shall not apply to any interest chargeable under Section 8.3(c)(iii).

Grossing-up. 11.1 21.1 All sums payable by the Warrantor Warrantors to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Warrantors shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 21.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 11.1 6.1 All sums payable by the Warrantor to the Buyer under this Tax Covenant schedule shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is whatsoever, save only as may be required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenantschedule, the Warrantor payer shall be obliged to pay to the Buyer payee such sum as will, after the deduction or withholding has been made, leave the Buyer payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 6.2 If the Buyer recipient of a payment under this schedule incurs a taxation liability to Taxation which results from, or is calculated by reference to, any sum paid under this Tax Covenantto such payment (or would incur such a liability but for the availability of a Relief), the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liabilityliability to Taxation, the Buyer recipient is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 6.3 If a sum payable under this schedule is increased under paragraph 6.1 or paragraph 6.2 and the Buyer wouldpayee determines that a Relief attributable to such increased payment has been obtained, but for utilised and retained by it, then the availability of a Buyer’s Relief, incur a taxation liability falling within payee shall repay to the payer such amount as the payee determines will leave it in the same after-tax position (after that repayment) as it would have been in had an increased payment not been required under paragraph 11.2, it shall be deemed for the purposes of that 6.1 or paragraph to have incurred and paid that liability6.2.

Grossing-up. 11.1 8.1 All sums payable by the Warrantor Sellers to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Sellers shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 8.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 8.3 If the Buyer would, but for the availability of a Buyer’s 's Relief, incur a taxation liability falling within paragraph 11.28.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 11.1 All sums payable by the Warrantor to the Buyer amounts due under this Tax Covenant from the Sellers to the Buyer shall be paid free and clear of all deductions or withholdings whatsoever unless the in full without any set-off, counterclaim, deduction or withholding is (other than any deduction or withholding of tax required by law). If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Sellers shall provide any evidence of the relevant withholding as the Buyer may reasonably require and shall pay to the Buyer such any sum as will, after the deduction or withholding has been is made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a without that deduction or withholding. 11.2 If any sum payable by the Sellers to the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Agreement is subject to Tax Covenantin the hands of the Buyer, the Sellers shall pay any additional amount so payable required to ensure that the net amount received by the Buyer shall be increased by such the amount as will ensure that, after payment of the taxation liability, that the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisenif the payment was not subject to Tax. 11.3 If the Buyer would, but for the availability of a Buyer’s 's Relief, incur a taxation Tax liability falling within paragraph 11.2, it shall be deemed for the purposes of that paragraph 11.2 to have incurred and paid that liability. 11.4 If the Buyer assigns the benefit of this Tax Covenant or this Agreement, the Sellers shall not be liable under paragraph 11.1 or paragraph 11.2, except where and to the extent that the Sellers would have been so liable had that assignment not occurred.

Grossing-up. 11.1 9.1 All sums payable by the Warrantor Sellers to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Sellers shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 9.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 9.3 If the Buyer would, but for the availability of a Buyer’s Buyer´s Relief, incur a taxation liability falling within paragraph 11.29.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 11.1 8.1 All sums payable by the Warrantor Covenantors to the Buyer under this Tax Deed of Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Deed of Covenant, the Warrantor Covenantors shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 8.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Deed of Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 8.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.2clause 8.2, it shall be deemed for the purposes of that paragraph clause to have incurred and paid that liability.

Grossing-up. 11.1 7.1 All sums payable by the Warrantor Sellers to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Sellers shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 7.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 7.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.27.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 11.1 All sums payable by the Warrantor to the Buyer amounts due under this Tax Covenant from the Seller to the Buyer shall be paid free and clear of all deductions or withholdings whatsoever unless the in full, without any set-off, counterclaim, deduction or withholding is (other than any deduction or withholding of tax required by law). If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Seller shall provide any evidence of the relevant withholding as the Buyer may reasonably require and shall pay to the Buyer such any sum as will, after the deduction or withholding has been is made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a without that deduction or withholding. 11.2 If any sum payable by the Seller to the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this agreement is subject to Tax Covenantin the hands of the Buyer, the Seller shall pay any additional amount so payable required to ensure that the net amount received by the Buyer shall be increased by such the amount as will ensure that, after payment of the taxation liability, that the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisenif the payment was not subject to Tax. 11.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation Tax liability falling within paragraph 11.2, it shall be deemed for the purposes of that paragraph 11.2 to have incurred and paid that liability.

Grossing-up. 11.1 8.1 All sums payable by the Warrantor Sellers to the Buyer under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Sellers shall pay to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. 11.2 8.2 If the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this Tax Covenant, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisen. 11.3 8.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 11.28.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability.

Grossing-up. 11.1 All sums payable by the Warrantor to the Buyer amounts due under this Tax Covenant from the Seller to the Buyer shall be paid free and clear of all deductions or withholdings whatsoever unless the in full, without any set-off, counterclaim, deduction or withholding is (other than any deduction or withholding of tax required by law). If any deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenant, the Warrantor Seller shall provide any evidence of the relevant withholding as the Buyer may reasonably require and shall pay to the Buyer such any sum as will, after the deduction or withholding has been is made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of any such requirement to make a without that deduction or withholding. 11.2 If any sum payable by the Seller to the Buyer incurs a taxation liability which results from, or is calculated by reference to, any sum paid under this agreement is subject to Tax Covenantin the hands of the Buyer, the Seller shall pay any additional amount so payable required to ensure that the net amount received by the Buyer shall be increased by such the amount as will ensure that, after payment of the taxation liability, that the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability arisenif the payment was not subject to Tax. 11.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation Tax liability falling within paragraph 11.2, it shall be deemed for the purposes of that paragraph 12.2 to have incurred and paid that liability. 11.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Seller shall not be liable under paragraph 11.1 or paragraph 11.2, except where and to the extent that the Seller would have been so liable had that assignment not occurred.