WITHHOLDING AND GROSSING-UP. 14.1 All sums payable to Dowgate or to any third party under the Third Parties Act (provided that they are in the UK) under or pursuant to or for any breach of this Agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the payer shall pay such additional amount as shall be required to ensure that the net amount received by the recipient will equal the full amount which would have been received by it had no such deduction or withholding been made.
14.2 If HM Revenue & Customs or any other tax authority brings into charge to tax (or into any computation of income, profit or gains for the purposes of any charge to tax) any sum payable to Dowgate or to any third party under the Third Parties Act under or pursuant to or for any breach of this Agreement (other than the fee and commission due under Clause 7.1 or New Ordinary Shares issued in discharge of such fee and commission), then the person liable to make such payment shall pay such additional amounts as shall be required to ensure that the total amount paid, less the tax chargeable on or in respect of such total amount or as a result of such total amount being paid (or that would be so chargeable but for the availability of relief, credit or remission in respect of that charge to tax), is equal to the amount that would otherwise be payable to Dowgate or such third party under or pursuant to or for any breach of this Agreement (additional payments being made on demand by Dowgate or such third party).
14.3 If, on payment of an additional amount to Dowgate or any third party under Clause 14.1 or 14.2 Dowgate determines that it or any such third party has received or been granted (and has derived full use and benefit from) a credit against, relief or remission for, or repayment of, any tax in respect of or calculated with reference to the additional amount paid, Dowgate shall, to the extent that it can do so without prejudice to the retention of such credit, relief, remission or repayment, pay to the Company such amount as Dowgate shall, acting reasonably, determine to be the proportion of such credit, relief, remission or repayment as will leave Dowgate (and/or such third party or other person, as the case may be) after such payment in the same after tax position it would have been in (after taking into account all reasonable expenses incurred in determining and/or, if necessary, claiming the appropriate credit, relief, r...
WITHHOLDING AND GROSSING-UP. 15.1 The Purchaser shall pay all sums payable by it under this agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. Otherwise than in relation to a payment of interest, if a deduction or withholding is so required the Purchaser shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required.
15.2 If any Tax Authority subjects any sum paid by the Purchaser under or pursuant to this agreement to Tax, then the Purchaser shall pay such additional amount as will ensure that the total amount paid, after payment of the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this agreement. . For the avoidance of doubt this provision does not apply to any Tax that the Seller would have to pay from the Consideration received as required under Russian laws.
15.3 The Seller shall pay all sums payable by it under this agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. Otherwise than in relation to a payment of interest, if a deduction or withholding is so required the Seller shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required.
15.4 If any Tax Authority brings any sum paid by the Seller under or pursuant to this agreement into charge to Tax, then the Seller shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this agreement.
WITHHOLDING AND GROSSING-UP. 14.1 Except as required by law, all payments due to the Lender under this Agreement will be made free and clear of all deductions and withholdings (whether in respect of Taxation, setoff, counter-claim or otherwise).
14.2 If any deduction or withholding is required by law to be made from any payment due to the Lender under this Agreement, the person who is obliged to make such payment will pay to the Lender such additional amount as is necessary to ensure that the Lender receives a net amount (after the deduction or withholding) equal to the amount which it would have received had the payment in question not been subject to the deduction or withholding.
14.3 If any payment received by the Lender under this Agreement from the Company (other than the fees and commissions referred to in Clause 10.1 is subject to Taxation, the person who is obliged to make such payment will pay to the Lender such additional amount as is necessary to ensure that the Lender receives and retains a net amount (after taking into account such Taxation and any Taxation payable in respect of such additional amount) equal to the full amount which it would have received and retained had the payment in question not been subject to Taxation.
WITHHOLDING AND GROSSING-UP. 15.1 Each party shall pay all sums payable by them under this agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. Otherwise than in relation to a payment of interest, if a deduction or withholding is so required the payer shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required.
15.2 If any Tax authority brings any sum paid by the Sellers under or pursuant to this agreement into charge to Tax, then the Sellers shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this agreement.
WITHHOLDING AND GROSSING-UP. 10.1 All sums payable to either or both of the Joint Sponsors or any other Indemnified Person (for the purposes of this Clause 10 only, each a payee) under this Agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the person liable under this Agreement to make such payment or withholding shall pay such additional amounts as shall be required to ensure that the total net amount received by the payee will equal the full amount which would have been received by it had no such deduction or withholding been made.
10.2 If any Tax authority brings into charge to Tax (or into any computation of income, profit or gains for the purposes of any charge to Tax or would bring into charge to Tax in the absence of any relief available to the payee) any sum payable to a payee under this Agreement or any sum withheld in accordance with Clause 10.1 from any payment made to such a person under this Agreement the person liable under this Agreement to make such payment or withholding shall pay to the payee such additional amounts as shall be required to ensure that the total net amount left in the hands of the payee after any such charge to Tax (or such amount as would have been left in the hands of the payee after such charge if any reliefs available to the payee were ignored) will equal the full amount which would have been left in the hands of that payee had no such charge to Tax been made (or such amount as would have been left in the hands of the payee had no such charge been made where any reliefs available to the payee were ignored) (such additional payments being made by the later of three Business Days after the payee has served notice that additional payments are required and five Business Days before the Tax to which the additional payments relate is due without interest becoming payable (or would have been so due but for the availability of relief).
10.3 If and to the extent that a payee receives an additional amount under Clause 10.1 and the payee receives and realises the benefit of a refund of Tax or credit against Tax on its overall net income which is solely and directly attributable to the Tax that was withheld or deducted, then the payee shall reimburse to the person who paid the additional amount such amount as the payee shall determine so as to leave that payee, after that reimbursement, in no better or worse position than it would have been in if payment of the addit...
WITHHOLDING AND GROSSING-UP. (i) If under any applicable law the Client is required to withhold any tax on any Sums Due, the amount of the relevant payment will be automatically increased to an amount which (after withholding or deduction) leaves an amount remitted to Komainu (net of all taxes) which is equal to the payment which would have been due to Komainu if no withholding or deduction had been required.
(ii) The Client will promptly furnish Komainu with the official receipt of payment of such taxes to the appropriate tax authority.
WITHHOLDING AND GROSSING-UP. 24.1 The Seller will pay any amount under this agreement free and clear of any deduction or withholding except only as may be required by law. If any deduction or withholding is required by law, the Seller must pay an amount which will, after that deduction or withholding has been made, leave the Buyer with the same amount as it would have been entitled to receive in the absence of the requirement to make the deduction or withholding.
24.2 If any amount payable by the Seller to the Buyer under this agreement is subject to Tax in the hands of the Buyer, the same obligation to make an increased payment will apply in relation to that tax liability as if it were a deduction or withholding required by law. This clause will not apply to permit double recovery where the amount payable by the Seller under this agreement has already been increased to take account of the Tax in the hands of the Buyer.
24.3 The provisions of clause 24 shall not apply and, accordingly, the Seller shall not be required to gross up under clause 24.1 or 24.2 if the Buyer is or becomes resident outside the UK for Tax purposes or the payout in question is made to any person other than the Buyer.
WITHHOLDING AND GROSSING-UP. 17.1 Save as otherwise permitted under the terms of this agreement, each party shall to the other shall pay all sums payable by them under this agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. Otherwise than in relation to a payment of interest, if a deduction or withholding is so required the paying party shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required.
17.2 If any Tax Authority brings any sum (except for the Consideration) paid by any party under or pursuant to this agreement into charge to Tax, then the party liable to pay shall pay such additional amount as will ensure that the total amount paid, less the Tax chargeable on such amount, is equal to the amount that would otherwise be payable under this agreement.
WITHHOLDING AND GROSSING-UP. 14.1 All sums payable by the Company under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever, unless the deduction or withholding is required by law.
14.2 If any deductions or withholdings are required by law to be made from any sum payable by the Company under this Agreement (other than costs, expenses, fees or commissions under clause 7), then the payer shall pay to the recipient such increased sum as will, after all deductions and withholdings have been made in respect of the increased sum, leave the recipient with the same net amount as it would have been entitled to receive in the absence of any requirement to make a deduction or withholding.
14.3 If the recipient of a payment made by the Company under this Agreement (other than costs, expenses, fees or commissions under clause 7) incurs a Tax Liability which results from, or is calculated by reference to, any payment made under this Agreement, then the amount so payable shall be increased to such amount (the “gross amount”) as will ensure that, after deduction of an amount equal to all Tax Liabilities in respect of the gross amount, the recipient is left with a net sum equal to the sum it would have received had no Tax Liability arisen. There shall be no double counting and accordingly, this Clause 14.3 shall not apply to the extent that the amount payable by the Company to the Placing Agent has already been increased to take account of the Taxation that will or would be charged on receipt.
14.4 If the recipient of a payment made by the Company under this Agreement (other than costs, expenses, fees or commissions under clause 7) would, but for the availability of a Relief (other than a Relief arising in consequence of the payment by the Company or the matter giving rise to the requirement to make the payment), incur a Tax Liability falling within clause 14.3, then the recipient shall be deemed for the purposes of that clause to have incurred and paid that liability.
14.5 In the event of an assignment by the Placing Agent of any of its rights under this Agreement, the Company shall only be liable under this clause 14Error! Reference source not found. to the extent it would have been liable had there been no such assignment.
WITHHOLDING AND GROSSING-UP. All sums payable to, or for the benefit of, any person under this Agreement (including for the avoidance of doubt, the payment of any Commitment Fees) shall be paid free and clear of all deductions or withholdings save only as may be required by Law. If any such deductions or withholdings are required by Law or if any taxing Authority in any jurisdiction brings into any charge to Taxation (or into any computation of income, profits or gains for the purpose of any charge to Taxation) any such sum then the Company or the Parent shall pay such additional sum as will ensure that after the deduction, withholding or charge to Taxation, the recipient concerned shall retain a sum equal to the amount that would otherwise have been payable.
