Common use of Later Imposed Withholding Clause in Contracts

Later Imposed Withholding. (i) In the event that a Party (the “Paying Party”) does not withhold taxes from a payment due to the other Party (the “Recipient Party”) under this Agreement, and a governmental authority proposes to impose a liability in respect to withholding taxes in connection with such payment against the Paying Party (together with any penalties and interest imposed in connection therewith, a “Later Imposed Withholding”) the Paying Party shall promptly notify the Recipient Party of such proposal, forward any information received and shall cooperate with the Recipient Party in evaluating any such claim. If the Recipient Party chooses to contest any such claim, it shall control any such contest at its own expense. The Paying Party shall reasonably cooperate with any such contest, including facilitating the Recipient Party’s control thereof (e.g., by executing powers of attorney) and the Recipient Party shall reimburse the Paying Party for any reasonable out-of-pocket costs incurred in connection with such cooperation. ​ (ii) Upon either (i) a governmental authority successfully assessing a deficiency for any Later Imposed Withholding under a final determination in respect of such tax which, under applicable law, is not subject to further review, appeal or modification due to through proceedings or otherwise (including as a result of the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or analogous provisions of state, local or non-U.S. law, or (ii) the Recipient Party electing to not contest (or continue to contest) a proposed liability, the Recipient Party will indemnify the Paying Party for such Later Imposed Withholding. (iii) At the Paying Party’s election, (i) the Paying Party may offset the amount of such Later Imposed Withholding indemnifiable pursuant to Section 9.4(b)(ii) from future payments due to the Recipient Party under this Agreement, or (ii) the Recipient Party shall pay the amount of such Later Imposed Withholding indemnifiable pursuant to Section 9.4(b)(ii) to the Paying Party promptly upon request. Promptly following the Paying Party withholding any Later Imposed Withholding or the Recipient Party remitting any Later Imposed Withholding to the Paying Party, the Paying Party will (A) pay to the relevant governmental authority the amount of such Later Imposed Withholding; and (B) provide evidence of such payment to the Recipient Party on a reasonable and timely basis. In the event that any Later Imposed Withholding is subsequently reduced, the Parties shall ensure that the benefit of such reduction is paid over to the Recipient Party.

Later Imposed Withholding. (i) In the event that a Party (the “Paying Party”) does not withhold taxes from a payment due to the other Party (the “Recipient Party”) under this Agreement, and a governmental authority proposes to impose a liability in respect to withholding taxes in connection with such payment against the Paying Party (together with any penalties and interest imposed in connection therewith, a “Later Imposed Withholding”) the Paying Party shall promptly notify the Recipient Party of such proposal, forward any information received and shall cooperate with the Recipient Party in evaluating any such claim. If the Recipient Party chooses to contest any such claim, it shall control any such contest at its own expense. The Paying Party shall reasonably cooperate with any such contest, including facilitating the Recipient Party’s control thereof (e.g., by executing powers of attorney) and the Recipient Party shall reimburse the Paying Party for any reasonable out-of-pocket costs incurred in connection with such cooperation. ​. (ii) Upon either (i) a governmental authority successfully assessing a deficiency for any Later Imposed Withholding under a final determination in respect of such tax which, under applicable law, is not subject to further review, appeal or modification due to through proceedings or otherwise (including as a result of the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or analogous provisions of state, local or non-U.S. law, or (ii) the Recipient Party electing to not contest (or continue to contest) a proposed liability, the Recipient Party will indemnify the Paying Party for such Later Imposed Withholding. (iii) At the Paying Party’s election, (i) the Paying Party may offset the amount of such Later Imposed Withholding indemnifiable pursuant to Section 9.4(b)(ii) from future payments due to the Recipient Party under this Agreement, or (ii) the Recipient Party shall pay the amount of such Later Imposed Withholding indemnifiable pursuant to Section 9.4(b)(ii) to the Paying Party promptly upon request. Promptly following the Paying Party withholding any Later Imposed Withholding or the Recipient Party remitting any Later Imposed Withholding to the Paying Party, the Paying Party will (A) pay to the relevant governmental authority the amount of such Later Imposed Withholding; and (B) provide evidence of such payment to the Recipient Party on a reasonable and timely basis. In the event that any Later Imposed Withholding is subsequently reduced, the Parties shall ensure that the benefit of such reduction is paid over to the Recipient Party.