Common use of TAX GROSS Clause in Contracts

TAX GROSS. UP (a) Each Obligor shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor. (c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) An Obligor is not obliged to pay any additional amounts pursuant to paragraph (c) above in respect of any Tax Deduction which would not have been required if the relevant Finance Party had complied with its obligations under paragraph (g) below. (e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (g) A Finance Party and each Obligor which makes a payment to which that Finance Party is entitled shall co-operate promptly in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction on time.

TAX GROSS. UP (a) 1.1 Each Obligor shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) 1.2 The Company Original Borrower or a Lender shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company Original Borrower and that Obligor. (c) 1.3 If a Tax Deduction is required by law to be made by an ObligorObligor in one of the circumstances set out in paragraph (d) below, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) An Obligor is not obliged 1.4 The circumstances referred to pay any additional amounts pursuant to in paragraph (c) above in respect of any are where a person entitled to the payment: 1.4.1 is the Agent or an Arranger (on its own behalf); 1.4.2 is a Qualifying Lender, unless that Qualifying Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate the Tax Deduction which would not have been is required if to be made as a result of the relevant Finance Party had complied failure of that Qualifying Lender to comply with its obligations under paragraph (g) below; or 1.4.3 is not or has ceased to be a Qualifying Lender to the extent that this altered status results from any change after the date of this Agreement in (or in the 34 interpretation, administration, or application of) any law or double taxation agreement or any published practice or published concession of any relevant taxing authority. (e) 1.5 If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) 1.6 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (g) 1.7 A Finance Party Treaty Lender and each Obligor which makes a payment to which that Finance Party Treaty Lender is entitled shall co-operate promptly in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction on timeDeduction.

TAX GROSS. UP (a) Each Obligor shall make all payments to be made by it under the any Finance Documents Document without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Company Obligors' Agent or a Lender shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company Obligors' Agent and that Obligor. (c) If a Tax Deduction is required by law to be made by an ObligorObligor in one of the circumstances set out in paragraph (d) below, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (d) An Obligor is not obliged The circumstances referred to pay any additional amounts pursuant to in paragraph (c) above in respect of any are where a person entitled to the payment: (i) is the Agent, the Security Agent or the Arranger (on its own behalf); or (ii) is a Qualifying Lender, unless that Qualifying Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate the Tax Deduction which would not have been is required if to be made as a result of the relevant Finance Party had complied failure of that Qualifying Lender to comply with its obligations under paragraph (g) below; or (iii) is not or has ceased to be a Qualifying Lender to the extent that this altered status results from any change after the date of this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or published concession of any relevant taxing authority. (e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (f) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. (g) A Finance Party Treaty Lender and each Obligor which makes a payment to which that Finance Party Treaty Lender is entitled shall co-operate promptly as soon as reasonably practicable in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction on timeDeduction.

TAX GROSS. UP (a) Each Obligor shall must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law. (b) The Company shall promptly upon becoming If: (i) a Lender or the Issuing Bank is not, or ceases to be, a Qualifying Lender; or (ii) an Obligor or a Lender is aware that an Obligor must make a Tax Deduction (or that there is any a change in the rate or the basis of a Tax Deduction) ), it must promptly notify the Facility Agent. The Facility Agent accordingly. Similarly, a Lender shall must then promptly notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligoraffected Parties. (c) If Except as provided under paragraph (d) and (e) below, if a Tax Deduction is required by law to be made by an ObligorObligor or the Facility Agent, the amount of the payment due from that the Obligor shall will be increased to an amount which (after making any the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. (di) Except as provided in sub-paragraph (ii) below, an Obligor is not required to make an increased payment under paragraph (c) above to a Lender or the Issuing Bank that is not, or has ceased to be, a Qualifying Lender in excess of the amount that the Obligor would have had to pay under paragraph (c) above had the Lender or the Issuing Bank been, or not ceased to be, a Qualifying Lender. (ii) Sub-paragraph (i) above will not apply if the Lender or the Issuing Bank has ceased to be a Qualifying Lender by reason of any change after the date it became a Lender or the Issuing Bank under this Agreement in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or concession of any relevant taxing authority. (e) An Obligor is not obliged required to pay any additional amounts pursuant make an increased payment to a Lender or the Issuing Bank under paragraph (c) above in respect of any if that Lender or the Issuing Bank is a Treaty Lender and the Obligor making the payment is able to demonstrate that the Tax Deduction which would not have been required if the relevant Finance Party Lender or the Issuing Bank had complied with its obligations under paragraph (gh) below. (ef) If an Obligor is required to make a Tax Deduction, that Obligor shall must make that the minimum Tax Deduction and must make any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. (fg) Within thirty 30 days of making either a Tax Deduction or any a payment required in connection with that a Tax Deduction, the Obligor making that Tax Deduction shall or payment must deliver to the Facility Agent for the relevant Finance Party entitled to the payment an original receipt, or if this is not available a certified copy thereof, or other evidence reasonably satisfactory to that Finance Party (acting reasonably) that the Tax Deduction has been made or (as applicable) any the appropriate payment has been paid to the relevant taxing authority. (gi) A Finance Party and each Obligor which makes a payment to which that Finance Party is entitled shall Treaty Lender must co-operate promptly in completing with each Obligor by using its reasonable endeavours to complete any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction Deduction. (ii) A Treaty Lender, in respect of the United States, must timely deliver to the Facility Agent for transmission to the U.S. Obligor making the payment two original copies of Internal Revenue Service Form W-8BEN (or any successor form) certifying that it is a resident of a foreign country with which the United States has an income tax treaty. (iii) A Lender or the Issuing Bank, as referred to in sub-paragraph (b)(iii) of the definition of Qualifying Lender, must timely deliver to the Facility Agent for transmission to the U.S. Obligor making such payment two original copies of either: (A) Internal Revenue Service Form W-8ECI (or any successor form) certifying that the payments made pursuant to the Finance Documents are effectively connected with the conduct by that Lender or the Issuing Bank of a trade or business within the United States; or (B) Internal Revenue Service Form W-8BEN (or any successor form) claiming exemption from withholding in respect of payments made pursuant to the Finance Documents under the portfolio interest exemption; or (C) such other applicable form prescribed by the Internal Revenue Service certifying as to such Lender's or the Issuing Bank's entitlement to exemption from United States withholding tax with respect to all payments to be made to such Lender or the Issuing Bank under the Finance Documents. (i) Any confirmation by a Lender of its status for the purpose of the definition of "U.K. Non-Bank Lender" must be given to the Facility Agent on timeor promptly after the date it becomes a Lender. The Facility Agent must promptly forward any confirmation received by it to the Company. A U.K. Non-Bank Lender must promptly notify the Company and the Facility Agent of any change to its status that may affect any confirmation made by it.