Common use of Taxes and Tax Credits Clause in Contracts

Taxes and Tax Credits. 13.1 All sums payable in respect of the Notes shall be made free and clear of and without withholding or deduction for or on account of any tax unless the Issuer is required by law to make such a payment subject to the withholding or deduction of tax, in which case to the extent that the Noteholder is the Noteholder the sum payable by the Issuer in respect of which such withholding or deduction is required to be made shall be increased to the extent necessary to ensure that, after the making of such withholding or deduction, each Noteholder receives and retains (free from any liability in respect of any such withholding or deduction) a net sum equal to the sum which it would have received and so retained had no such withholding or deduction been made or required to be made. 13.2 If, at any time, the Issuer is required by law to make any withholding or deduction from any sum payable by it hereunder (or if thereafter there is any change in the rates at which or the manner in which such withholdings or deductions are calculated), the Issuer shall promptly notify the Noteholder. 13.3 If, following the making of any increased payment by the Issuer pursuant to Clause 13.1, a Noteholder receives or is granted a credit against, remission for or repayment of any tax payable or suffered by it which is referable to such deduction or withholding or such increased payment and which confers a genuine benefit on such Noteholder, such Noteholder shall, to the extent that the auditors of such Noteholder (acting as experts and not as arbitrators) are reasonably satisfied that it can do so without prejudice to the retention of such credit, remission or repayment, promptly reimburse the Issuer with such amount as the auditors of such Noteholder (acting as experts and not as arbitrators) shall reasonably determine and certify (substantiating in reasonably sufficient detail the amount concerned but not including any matters which such Noteholder fairly regards as confidential) to the Issuer to be such proportion of such credit, remission or repayment as will leave such Noteholder (after such reimbursement) in no better position (after tax) than would have been the case had no such deduction or withholding been required to be made. 13.4 Reimbursement shall be made under Clause 13.3 above within seven (7) days after a Noteholder has actually received the benefit of such exemption, credit, emission or repayment, but any reimbursement shall include an amount in respect of interest or repayment supplement on or in respect of tax actually received or credited to such Noteholder in respect of such exemption, credit, remission or repayment and such Noteholder shall not unreasonably delay the obtaining of such benefit. 13.5 If a Noteholder is obliged to pay to the Issuer any sum under a Note and: (a) any such exemption, credit, remission or repayment as is referred to in Clause 13.3 is subsequently withdrawn in whole or in part; or (b) such sum is paid on the basis that it would be allowed to such Noteholder as a deduction or offset for taxation purposes in the accounting period of such Noteholder and such assumption subsequently proves to be incorrect, then the Issuer shall repay to such Noteholder promptly on demand such amount as the auditors of such Noteholder (acting as experts and not as arbitrators) shall reasonably determine and certify (substantiating in reasonably sufficient detail the amount concerned and not including any matters which such Noteholder fairly regards as confidential) to the Issuer to be such amount as will leave such Noteholder (after such repayment) in no better position (after tax) than would have been the case had no such circumstances mentioned in paragraphs (a) and (b) above existed.

Taxes and Tax Credits. 13.1 All sums payable (a) The Customer shall be liable for all taxes, levies, duties, costs, charges, withholdings, deductions or any charges of equivalent effect imposed on, or in respect of of, the Notes shall be made free and clear of and without Services or Products by any authority having the power to impose such taxes, whether or not the taxes described therein are collected by withholding or deduction otherwise. (b) Morsviazsputnik shall remain responsible for any income tax imposed on its profits or on account net income by taxation authorities in any territory as a result of any Morsviazsputnik maintaining a permanent establishment in that territory. In the event that Morsviazsputnik is responsible for an income tax unless in accordance with this Clause and the Issuer is required by law to make such a payment subject to the withholding or deduction of tax, in which case to the extent that the Noteholder is the Noteholder the sum payable by the Issuer in respect of which such withholding or deduction is Customer may be required to be made shall be increased withhold and remit to the extent necessary to ensure that, after the making of such withholding or deduction, each Noteholder receives and retains (free from any liability in respect of any such withholding or deduction) a net sum equal to the sum which it would have received and so retained had no such withholding or deduction been made or required to be made. 13.2 If, at any time, the Issuer is required taxation authority by law to make any withholding or deduction from any sum payable by it hereunder (or if thereafter there is any change in the rates at which or the manner in which such withholdings or deductions are calculated), the Issuer shall promptly notify the Noteholder. 13.3 If, following the making of any increased payment by the Issuer pursuant to Clause 13.1, a Noteholder receives or is granted a credit against, remission for or repayment of any tax payable or suffered by it which is referable to such deduction or withholding or such increased payment and which confers a genuine benefit on such Noteholderotherwise, such Noteholder shall, to the extent that the auditors of such Noteholder (acting as experts and not as arbitrators) are reasonably satisfied that it can do so without prejudice to the retention of such credit, remission or repayment, promptly reimburse the Issuer with such amount as the auditors of such Noteholder (acting as experts and not as arbitrators) shall reasonably determine and certify (substantiating in reasonably sufficient detail the amount concerned but not including any matters which such Noteholder fairly regards as confidential) to the Issuer to be such proportion of such credit, remission or repayment as will leave such Noteholder (after such reimbursement) in no better position (after tax) than would have been the case had no such deduction or withholding been required to be made. 13.4 Reimbursement shall be made under Clause 13.3 above within seven (7) days after a Noteholder has actually received the benefit of such exemption, credit, emission or repayment, but any reimbursement shall include an amount in respect of interest or repayment supplement on or in respect of any amount to be paid by the Customer to Morsviazsputnik under the Agreement as installment or other payment of Morsviazsputnik’s income tax actually received liability, such amount withheld and remitted shall be considered paid to Morsviazsputnik by the Customer. The Customer shall provide reasonable assistance to Morsviazsputnik in its discussions with the relevant taxation authorities to minimize the amount of such withholdings or credited deductions including the provision of tax certificates to such Noteholder determine the amount of tax withheld. (c) In the event that any tax, duty, impost, levy or like charge becomes payable in any territory, either by deduction or otherwise, on or in respect of any amount to be paid by the Customer to Morsviazsputnik, or which the Customer may be required to withhold in respect of any amount due to Morsviazsputnik under the Agreement, such exemptiontax, creditduty, remission impost, levy or repayment like charge shall be for the account of the Customer and such Noteholder the Customer shall not unreasonably delay the obtaining of such benefit. 13.5 If a Noteholder is obliged to pay to the Issuer any sum under a Note and: (a) any Morsviazsputnik such exemption, credit, remission or repayment as is referred to in Clause 13.3 is subsequently withdrawn in whole or in part; or (b) such sum is paid on the basis that it would be allowed to such Noteholder as a deduction or offset for taxation purposes in the accounting period of such Noteholder and such assumption subsequently proves to be incorrect, then the Issuer shall repay to such Noteholder promptly on demand such an amount as the auditors of such Noteholder (acting as experts and not as arbitrators) shall reasonably determine and certify (substantiating in reasonably sufficient detail to yield to Morsviazsputnik a net amount equal to the amount concerned and not including any matters which that but for such Noteholder fairly regards as confidential) to the Issuer to be such amount as will leave such Noteholder (after such repayment) in no better position (after tax) than , levy, impost or charge would have been received by Morsviazsputnik. Morsviazsputnik shall provide, insofar as it is able, reasonable assistance to the case had Customer to minimize the amount of such withholdings or deductions, including providing any relevant certification of its status as a non-resident of a jurisdiction or of its entitlement to benefits under a treaty; (d) If, and to the extent that, the Customer pays a tax in accordance with the Agreement and Morsviazsputnik receives and retains the benefit of a refund of a tax or credit against income tax imposed on its profits or other tax liability which is attributable to the tax paid by the Customer (a "Tax Credit"), Morsviazsputnik shall reimburse such amount to the Customer or, at the Customer’s option, the Customer may deduct the applicable amount from amounts payable to Morsviazsputnik hereunder, provided Xxxxxxxxxxxxxxx is satisfied with the nature, amount and form of any such reimbursement, including the provision of tax certificates to determine the amount of tax withheld. Morsviazsputnik shall be deemed to have received and retained the benefit of a Tax Credit when such a claim for such credit has been agreed and accepted by the relevant tax authority. A Tax Credit shall be deemed to arise to the extent that Morsviazsputnik's current year tax payments are lower than they would have been without the benefit of said Tax Credit. Use of Tax Credits shall be determined under a first-in, first-out basis; (e) The Customer may identify a Tax Credit for which Morsviazsputnik may be eligible and assist Morsviazsputnik in claiming such Tax Credit. In the event the Customer claims a reimbursement hereunder, the Customer shall identify any such Tax Credit to Morsviazsputnik and provide all necessary information and assistance to Morsviazsputnik to claim such Tax Credit. Morsviazsputnik shall make reasonable efforts to claim Tax Credits so identified, save that Morsviazsputnik is under no obligation to claim a Tax Credit or pursue a Tax Credit that has been denied by tax authorities beyond the normal representations of Morsviazsputnik to such circumstances mentioned tax authorities. Morsviazsputnik shall assist the Customer in paragraphs further pursuit of denied Tax Credits provided the Customer bears all costs of external advice or representations to the tax authorities or other relevant levels of appeal. (af) and (b) above existedIn the event of an audit or other enquiry by any relevant tax authority related to taxes or Tax Credits related to the Services or Products, the Parties shall provide such information to the authorities as may reasonably be regarded as necessary to comply with such audit, subject only to limitations imposed by law, confidentiality agreements with third parties, or where the information is deemed to be commercially sensitive.