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. ​

Later Imposed Withholding. (i)In 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. ​.