Common use of Grossing-up Clause in Contracts

Grossing-up. 10.1. All sums payable by the 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 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. 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. 10.3. If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 10.2, 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. 10.1. 11.1 All sums payable by the Warrantors 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 Warrantors 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. 10.2. 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. 10.3. 11.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 10.211.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4. If 11.4 In the event that the Buyer assigns the benefit of this Tax Covenant or Agreement amounts payable under this agreement, the Warrantors paragraph 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 greater than if no such assignment occurredhad not been made. 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. 10.1. 22.1 All sums payable by the Warrantors to the Buyer under clause 9.2 and/or paragraph 2.1 of Schedule 9 of this Tax Covenant Agreement 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 such deductions or withholdings are required by law to be made from any of the sums payable under this Tax Covenantlaw, the Warrantors Sellers (including in their capacity as Warrantors) shall pay to the Buyer such sum as will, after the such deduction or withholding has been made, leave the Buyer with the same amount as it which would have been entitled to receive received in the absence of any such requirement to make a deduction or withholding. 10.2. 22.2 If the Buyer incurs a taxation liability Taxation Liability which results from, or is calculated by reference to, any sum paid to it under clause 9.2, any Warranty Claim, and/or paragraph 2.1 of Schedule 9 of this Tax CovenantAgreement, the amount so payable shall be increased by such amount as will ensure that, after payment of the taxation liabilityTaxation Liability, the Buyer is left with a net sum equal to the sum it would have received had no such taxation liability Taxation Liability arisen. If this Agreement or any rights under it has been assigned, payments under this clause shall be made only to the extent that they would have been payable as between the original parties to this Agreement. 10.3. 22.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability Taxation Liability falling within paragraph 10.2this clause 22, it shall be deemed for the purposes of that paragraph this clause 22 to have incurred and paid that liability. 10.4. 22.4 If a payment is made under clause 22.1 or 22.2, and the Buyer assigns receives a credit for or refund of Taxation by reason of the benefit of this Tax Covenant relevant deduction or this agreementwithholding, the Warrantors shall not be liable under paragraph 10.1 or paragraph 10.2it shall, except provided it determines in good faith it can do so without prejudice to the extent retention of that credit or refund, reimburse the Warrantors Sellers with such amount as shall leave the Buyer in no better or worse position than it would have been so liable in had no such assignment occurreddeduction or withholding been required. 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. 10.1. All sums 11.1 Any sum payable by the Warrantors Sellers to the Buyer under this Tax Covenant shall be paid free and clear of all deductions any deduction or withholdings whatsoever unless the withholding whatsoever, save only as may be required by law. 11.2 If any deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of payment by the sums payable Sellers under this Tax CovenantCovenant (other than a payment of interest made pursuant to sub-paragraph 4.3), the Warrantors Sellers shall pay increase the amount of the payment by such additional amount as is necessary to ensure that the net amount received and retained by the Buyer (after taking account of any deduction or withholding) is equal to the Buyer such sum as will, after the deduction or withholding has been made, leave the Buyer with the same amount as which it would have received and retained had the payment in question not been entitled subject to receive in the absence of any such requirement to make a deduction or withholding. 10.2. 11.3 If the Buyer incurs a taxation liability which results from, or is calculated subject to Taxation in respect of any payment by reference to, any sum paid the Sellers under this Tax CovenantCovenant (other than a payment of interest made pursuant to sub-paragraph 4.3) or if the Buyer would have been subject to Taxation but for the availability to the Buyer of any Buyer’s Relief, the Sellers shall increase the amount so payable shall be increased of the payment by such additional amount as will is necessary to ensure that, after payment of that the taxation liability, net amount received and retained by the Buyer is left with a (after taking account of all Taxation) (or the net sum equal to the sum it amount that would have been received had no such taxation liability arisen. 10.3. If the Buyer would, and retained but for the availability of a the Buyer’s Relief, incur a taxation liability falling within paragraph 10.2, ) is equal to the amount which it shall be deemed for would have received and retained had the purposes of that paragraph payment in question not been subject to have incurred and paid that liabilityTaxation. 10.4. If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors 11.4 This paragraph shall not be liable under apply if the payment described in paragraph 10.1 or paragraph 10.2, except 11.3 is subject 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 tax outside the UK.

Grossing-up. 10.1. 11.1 All sums payable by the Warrantors 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 Warrantors 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. 10.2. 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. 10.3. 11.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 10.211.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4. 11.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors Seller shall not be liable under pursuant to paragraph 10.1 11.1 or paragraph 10.211.2, except save to the extent that the Warrantors Seller would have been so liable had no such assignment occurred. 10.5. The Warrantors 11.5 This paragraph 11 shall not be liable pursuant to this paragraph 10 apply to the extent that they the deduction or withholding or tax would not have been so liable had arisen but for the Buyer been payee not being resident for Tax purposes and incorporated in the UK., or having some connection with a territory outside the UK;

Grossing-up. 10.1. 11.1 All sums payable by the Warrantors 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 Warrantors 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. 10.2. 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. 10.3. 11.3 If the Buyer would, but for the availability of a Buyer’s 's Relief, incur a taxation Tax liability falling within paragraph 10.211.2, it shall be deemed for the purposes of that paragraph 11.2 to have incurred and paid that liability. 10.4. 11.4 If the Buyer assigns the benefit of this Tax Covenant or this agreementAgreement, the Warrantors Sellers shall not be liable under paragraph 10.1 11.1 or paragraph 10.211.2, except where and to the extent that the Warrantors Sellers would have been so liable had no such that assignment not 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. 10.1. 11.1 All sums payable by the Warrantors 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 Warrantors 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. 10.2. 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. 10.3. 11.3 If the Buyer would, but for the availability of a Buyer’s 's Relief, incur a taxation Tax liability falling within paragraph 10.211.2, it shall be deemed for the purposes of that paragraph 11.2 to have incurred and paid that liability. 10.4. 11.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors Seller shall not be liable under paragraph 10.1 11.1 or paragraph 10.211.2, except where and to the extent that the Warrantors Seller would have been so liable had no such that assignment not 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. 10.1. 10.1 All sums payable by the 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 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. 10.2. 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. 10.3. 10.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation Taxation liability falling within paragraph 10.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4. 10.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors shall not be liable under pursuant to paragraph 10.1 or paragraph 10.2, except save 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. 10.1. (i) All sums payable by amounts due under this Section 8.3 from the Warrantors 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 Warrantors 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. 10.2. (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). 10.3. (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 10.2Section 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. 10.4. (iv) If the Buyer assigns all, or part of, the benefit of this Tax Covenant Section 8.3 or this agreement, the Warrantors Founders shall not be liable under paragraph 10.1 Section 8.3(i)(i) or paragraph 10.2Section 8.3(i)(ii), except if and to the extent that the Warrantors Founders would have been so liable had no such that assignment not occurred. 10.5. The Warrantors (v) Section 8.3(i)(i) and Section 8.3(i)(ii) shall not be liable pursuant apply 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 UKany interest chargeable under Section 8.3(c)(iii).

Grossing-up. 10.1. 10.1 All sums payable by the Warrantors 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 Warrantors 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. 10.2. 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. 10.3. 10.3 If the Buyer would, but for the availability of a Buyer’s Relief, incur a taxation liability falling within paragraph 10.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4. 10.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors Sellers shall not be liable under pursuant to paragraph 10.1 or paragraph 10.2, except save to the extent that the Warrantors Sellers 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. 10.1. 9.1 All sums payable by the Warrantors Pxxx Xxxxxxx 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 Warrantors Pxxx Xxxxxxx 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. 10.2. 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. 10.3. 9.3 If the Buyer would, but for the availability of a Buyer’s 's Relief, incur a taxation liability falling within paragraph 10.29.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4. 9.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors Pxxx Xxxxxxx shall not be liable under pursuant to paragraph 10.1 9.1 or paragraph 10.29.2, except save to the extent that the Warrantors Pxxx Xxxxxxx 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. 10.1. 8.1 All sums payable by the Warrantors 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 Warrantors 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. 10.2. 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. 10.3. 8.3 If the Buyer would, but for the availability of a Buyer’s 's Relief, incur a taxation liability falling within paragraph 10.28.2, it shall be deemed for the purposes of that paragraph to have incurred and paid that liability. 10.4. 8.4 If the Buyer assigns the benefit of this Tax Covenant or this agreement, the Warrantors Sellers shall not be liable under pursuant to paragraph 10.1 8.1 or paragraph 10.28.2, except save to the extent that the Warrantors Sellers 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.