Common use of NO SET-OFF, COUNTERCLAIM OR TAX DEDUCTION Clause in Contracts

NO SET-OFF, COUNTERCLAIM OR TAX DEDUCTION. 7.1 All payments to be made by the Guarantor under this Guarantee shall be made without set-off or counterclaim and free and clear of, and without deduction for or on account of, any present or future taxes, unless the Guarantor is compelled by law to make payment subject to any such tax. 7.2 If the Guarantor is compelled by law to make payment subject to such taxes, the Guarantor will: 7.2.1 promptly notify the Security Trustee upon becoming aware of such requirement; 7.2.2 pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; 7.2.3 pay the Security Trustee such additional amount as is necessary to ensure that the Security Trustee or (if the payment is not due to the Security Trustee for its own account) the Bank beneficially interested in the payment (the “relevant recipient”) receives a net amount equal to the full amount which it would have received had such tax deduction not been required to be made; and 7.2.4 as soon as reasonably practicable after making the relevant tax deduction, deliver to the Security Trustee for forwarding to the relevant recipient a copy of the receipt from the relevant taxation authority evidencing that the tax had been paid to such authority. 7.3 If, following any such tax deduction as is referred to in Clause 7.2 from any payment by the Guarantor, the relevant recipient shall receive or be granted a credit against or remission for any taxes payable by it, the relevant recipient shall, subject to the Guarantor having made any increased payment in accordance with Clause 7.2 and to the extent that the relevant recipient can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of the relevant recipient to obtain any other relief or allowance which may be available to it, reimburse the Guarantor with such amount as the relevant recipient shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the relevant recipient (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment to the relevant recipient as aforesaid. Such reimbursement shall be made forthwith upon the relevant recipient certifying that the amount of such credit or remission has been received by it. Nothing contained in this Guarantee shall oblige any Bank to rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, the Guarantor shall not by virtue of this Clause 7.3 be entitled to enquire about the tax affairs of any Bank.