Common use of Liability of Authorized Participants and Delivery Applicants for Taxes and other Governmental Charges Clause in Contracts

Liability of Authorized Participants and Delivery Applicants for Taxes and other Governmental Charges. An Authorized Participant is responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to the redemption of Shares or the transfer of Shares or gold in connection therewith, regardless of whether such tax or charge is imposed directly on the Authorized Participant. If any such tax or other governmental charge shall become payable by the Trustee with respect to any redemption of Shares or the transfer of Shares or gold in connection therewith, (a) such tax or other governmental charge shall be payable by the Authorized Participant redeeming Shares to the Trustee, (b) the Trustee (i) shall refuse to effect any registration of transfer of such Shares or any withdrawal of Trust Property represented by such Shares, as the case may be, until such payment is made, (ii) may withhold any distributions or sell for the account of such Authorized Participant such Trust Property or Shares, and (iii) may apply such distributions or the proceeds of any such sale in payment of such tax or other governmental charge, and (c) the Authorized Participant redeeming such Shares shall remain liable for any deficiency; and by placing a Redemption Order or requesting a transfer of Shares, an Authorized Participant agrees to indemnify the Sponsor, the Trustee and the Trust if any of them is required by law to pay any such tax or other governmental charge, together with any applicable penalties, additions to tax and interest thereon. The Trustee shall distribute any net proceeds of a sale made under the preceding sentence that remain, after payment of the tax or other governmental charge, to the Authorized Participant entitled thereto as in the case of a distribution in cash through the procedures of the Depository. This Section 3.1 shall also apply to a Delivery Applicant that Surrenders part or all of the Shares it holds for the purpose of withdrawing Trust Property pursuant to Section 2.6(b). Notwithstanding anything to the contrary in this Agreement, to the extent required by applicable law, the Sponsor or, if designated by the Sponsor and such designation is accepted by the Precious Metals Dealer, the Precious Metals Dealer shall solely be responsible for collecting and remitting to the appropriate authorities any tax, including any sales, transfer or use taxes, or other governmental charges applicable to a Delivery Applicant’s taking Delivery of Physical Gold. The Trustee shall have no responsibility or liability for any such taxes or other governmental charges and, to the extent the Trustee incurs any liability, cost or expense in connection with any such taxes or other governmental charges, the Trustee shall be indemnified and held harmless by the Trust from the assets of the Trust for the amount of any such liability, cost or expense.

Liability of Authorized Participants and Delivery Applicants for Taxes and other Governmental Charges. An Authorized Participant is responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to the redemption of Shares or the transfer of Shares or gold of Gold in connection therewith, regardless of whether such tax or charge is imposed directly on the Authorized Participant. If any such tax or other governmental charge shall become payable by the Trustee with respect to any redemption of Shares or the transfer of Shares or gold Gold in connection therewith, (a) such tax or other governmental charge shall be payable by the Authorized Participant redeeming Shares to the Trustee, (b) the Trustee (i) shall refuse to effect any registration of transfer of such Shares or any withdrawal of Trust Property represented by such Shares, as the case may be, until such payment is made, (ii) may withhold any distributions or sell for the account of such Authorized Participant such Trust Property or Shares, and (iii) may apply such distributions or the proceeds of any such sale in payment of such tax or other governmental charge, and (c) the Authorized Participant redeeming such Shares shall remain liable for any deficiency; and by placing a Redemption Order or requesting a transfer of Shares, an Authorized Participant agrees to indemnify the Sponsor, the Trustee and the Trust if any of them is required by law to pay any such tax or other governmental charge, together with any applicable penalties, additions to tax and interest thereon. The Trustee shall distribute any net proceeds of a sale made under the preceding sentence that remain, after payment of the tax or other governmental charge, to the Authorized Participant entitled thereto as in the case of a distribution in cash through the procedures of the Depository. This Section 3.1 shall also apply to a Delivery Applicant that Surrenders part or all of the Shares it holds for the purpose of withdrawing Trust Property pursuant to Section 2.6(b). Notwithstanding anything to the contrary in this Agreement, to the extent required by applicable law, the Sponsor or, if designated by the Sponsor and such designation is accepted by the Precious Metals Dealer, the Precious Metals Dealer shall solely be responsible for collecting and remitting to the appropriate authorities any tax, including any sales, transfer or use taxes, or other governmental charges applicable to a Delivery Applicant’s taking Delivery of Physical Gold. The Trustee shall have no responsibility or liability for any such taxes or other governmental charges and, to the extent the Trustee incurs any liability, cost or expense in connection with any such taxes or other governmental charges, the Trustee shall be indemnified and held harmless by the Trust from the assets of the Trust for the amount of any such liability, cost or expense.