Common use of WITHHOLDING AND GROSSING-UP Clause in Contracts

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, remission or repayment) had there been no deduction or withholding as referred to in Clause 14.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 provided always that: (a) Dowgate's reasonable determination of any amount payable under this Clause 14.3 and the date by which it shall be paid shall be final and binding (subject to Dowgate's right to adjust the amount determined should the initial determination prove to be incorrect); (b) Dowgate, and/or such other third party, shall have absolute discretion as to whether, and the order and manner in which, it employs or claims tax credits, reliefs and allowances available to it and generally as to the conduct of its tax affairs; and (c) Dowgate and/or such other third party as the case may be shall not be obliged to disclose any information regarding its tax affairs or tax computations.

WITHHOLDING AND GROSSING-UP. 14.1 11.1 All sums payable to Dowgate the Joint Sponsors or to any third party under other Indemnified Person (for the Third Parties Act (provided that they are in the UKpurposes of this Clause 11 only, each a PAYEE) 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 Company or PLC (as relevant) shall pay such additional amount as shall be required to ensure that the net amount received by the recipient payee will equal the full amount which would have been received by it had no such deduction or withholding been made. 14.2 11.2 If HM the United Kingdom Inland Revenue, the United States Internal Revenue & Customs Service or any other tax Tax authority brings into charge to tax Tax (or into any computation of income, profit or gains for the purposes of any charge to taxTax) any sum payable to Dowgate a payee under this Agreement or any sum withheld in accordance with Clause 11.1 from any payment made to any third party such a person under the Third Parties Act under or pursuant to or for any breach of this Agreement (other than than, in either case, to the fee and commission extent that any sum due under Clause 7.1 6 is due in respect of a payment which is allowable to Lazard or New Ordinary Shares issued Xxxxxx Xxxxxxx or the relevant Indemnified Person (as the case may be) as a deduction for tax purposes against income, profit or gains arising in discharge of such fee and commission), then the person liable to make such same accounting period as that in which the payment was made or accrued) the Company or PLC (as relevant) shall pay such additional amounts amount as shall be required to ensure that the total amount paidreceived by the payee, less the tax Tax chargeable on or in respect of such total amount or as a result of such total amount being paid thereon (or that would be so chargeable but for the availability of relief, credit or remission relief in respect of that charge to taxTax), 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 so received (additional payments being made on demand by Dowgate or such third partyof the payee). 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 (11.3 If 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 a payee receives an additional amount under Clause 11.1 and the payee receives and retains the benefit of a refund of Tax or credit against Tax on its overall net income which is identified by the payee as attributable to the retention of such creditTax that was withheld or deducted, relief, remission or repayment, pay then the payee shall reimburse to the Company or PLC (as relevant) such amount as Dowgate shallthe payee shall determine so as to leave that payee, acting reasonablyafter that reimbursement, determine in no better or worse position (having regard to be the proportion time value of such credit, relief, remission or repayment as will leave Dowgate (and/or such third party or other person, as the case may bemoney) after such payment in the same after tax position than it would have been in (after taking into account all reasonable expenses incurred in determining and/or, if necessary, claiming payment of the appropriate credit, relief, remission or repayment) relevant additional amount had there not been no deduction or withholding as referred to in Clause 14.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 provided always that: (a) Dowgate's reasonable determination of any amount payable under this Clause 14.3 and the date by which it shall be paid shall be final and binding (subject to Dowgate's right to adjust the amount determined should the initial determination prove to be incorrect); (b) Dowgate, and/or such other third party, required. Each payee shall have absolute discretion as to whetherwhether to claim any refund of Tax or credit against Tax and, and if it does so claim, the extent, order and manner in which, which it employs or claims tax credits, does so and which reliefs and allowances available credits are to it and generally be regarded as to the conduct of its tax affairs; and (c) Dowgate and/or such other third party as the case may be used for these purposes. No payee shall not be obliged to disclose any information regarding its tax Tax affairs or tax computationscomputations to the Company or PLC.

WITHHOLDING AND GROSSING-UP. 14.1 16.1 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 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 16.2 If HM Revenue & Customs or any other tax 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 agreement (other than the fee and commission due under Clause 7.1 or New Ordinary Shares issued in discharge of such fee and commission9.1), 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 agreement (additional payments being made on demand by Dowgate or such third party). 14.3 16.3 If, on payment of an additional amount to Dowgate or any third party under Clause 14.1 16.1 or 14.2 16.2 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, remission or repayment) had there been no deduction or withholding as referred to in Clause 14.1 16.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 16.2 provided always that:that:- (a) Dowgate's reasonable determination of any amount payable under this Clause 14.3 16.3 and the date by which it shall be paid shall be final and binding (subject to Dowgate's right to adjust the amount determined should the initial determination prove to be incorrect); (b) Dowgate, and/or such other third party, shall have absolute discretion as to whether, and the order and manner in which, it employs or claims tax credits, reliefs and allowances available to it and generally as to the conduct of its tax affairs; and (c) Dowgate and/or such other third party as the case may be shall not be obliged to disclose any information regarding its tax affairs or tax computations.

WITHHOLDING AND GROSSING-UP. 14.1 All sums payable to Dowgate or to any third party Investec 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 relevant person shall pay such additional amount as shall be required to ensure that the net amount received by the recipient Investec 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 Investec under the Third Parties Act under or pursuant to or for any breach of this Agreement (other than the fee fees and commission commissions due under Clause 7.1 or New Ordinary Shares issued in discharge of such fee and commission7.1), then the person liable to make such payment shall pay such additional amounts amount 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 thereon (or that would be so chargeable but for the availability of relief, credit or remission relief in respect of that charge to tax), is equal to the amount that would otherwise be payable to Dowgate or such third party Investec under or pursuant to or for any breach of this Agreement (additional payments being made on demand by Dowgate or such third partyof Investec). 14.3 If, on payment of an additional amount to Dowgate or any third party Investec under Clause 14.1 or 14.2 Dowgate Investec 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 Investec 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 Investec 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) Investec 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/oror, if necessary, claiming the appropriate credit, relief, remission or repayment) had there if no additional amount has been no deduction or withholding as referred required to in Clause 14.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 provided be paid. Provided always that: (a) Dowgate's reasonable Investec’s determination of any amount payable under this Clause 14.3 and the date by which it shall be paid shall be final and binding (subject to Dowgate's Investec’s right to adjust the amount determined should the initial determination prove to be incorrectcorrect); (b) Dowgate, and/or such other third party, Investec shall have absolute discretion as to whether, and the order and manner in which, which it employs or claims tax credits, reliefs credits and allowances available to it and generally as to the conduct of its tax affairs; and (c) Dowgate and/or such other third party as the case may be Investec shall not be obliged to disclose any information regarding its tax affairs or tax computations.

WITHHOLDING AND GROSSING-UP. 14.1 16.1 All sums payable to Dowgate each of the Joint Bookrunners 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 16.2 If HM Revenue & Customs or any other tax authority (including Jersey and/or Zimbabwe) 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 a Joint Bookrunner 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 fees and commission commissions due under Clause 7.1 or New Ordinary Shares issued in discharge of such fee and commission9.1), then the person liable to make such payment shall pay such additional amounts amount as shall be required to ensure that the total amount paid, less the tax chargeable on thereon or in respect of such total amount or as a result of such total amount being paid thereof (or that would be so chargeable but for the availability of relief, credit or remission relief in respect of that charge to tax), is equal to the amount that would otherwise be payable to Dowgate each of the Joint Bookrunners or such third party under or pursuant to or for any breach of this Agreement (additional payments being made on demand by Dowgate each of the Joint Bookrunners or such third party). 14.3 16.3 If, on payment of an additional amount to Dowgate a Joint Bookrunner or any third party under Clause 14.1 16.1 or 14.2 Dowgate 16.2 a Joint Bookrunner determines that it or any such third party (or any other person) 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 a Joint Bookrunner 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 such Joint Bookrunner shall, acting reasonablyin good faith, determine to be the proportion of such credit, relief, remission or repayment as will leave Dowgate such Joint Bookrunner (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 properly incurred expenses incurred in determining and/or, if necessary, claiming the appropriate credit, relief, remission or repayment) had there been no deduction or withholding as referred to in Clause 14.1 16.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 16.2 provided always that: (a) Dowgatea Joint Bookrunner's reasonable determination of any amount payable under this Clause 14.3 16.3 and the date by which it shall be paid shall be final and binding (subject to Dowgatesuch Joint Bookrunner's right to adjust the amount determined should the initial determination prove to be incorrect); (b) Dowgatethe relevant Joint Bookrunner, and/or such other third partyparty or other relevant person, shall have absolute discretion as to whether, and of the order and manner in which, which it employs or claims tax credits, reliefs and allowances available to it and generally as to the conduct of its tax affairs; and (c) Dowgate the relevant Joint Bookrunner and/or such other third party or other relevant person as the case may be shall not be obliged to disclose any information regarding its tax affairs or tax computations.

WITHHOLDING AND GROSSING-UP. 14.1 16.1 All sums payable to Dowgate the Banks or to any third party other Indemnified Person 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 without set-off or counterclaim unless the deduction or withholding is required by law, in which event the payer relevant person making the payment shall pay such additional amount as shall be required to ensure that the net amount received by the recipient Banks or any other Indemnified Person will equal the full amount which would have been received by it had no such deduction or withholding been made. 14.2 16.2 If the 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) or would do so but for the utilisation of any tax relief any sum payable to Dowgate the Banks or to any third party other Indemnified Person (in this clause 16 only a payee) under the Third Parties Act under or pursuant to or for any breach of this Agreement (other than any remuneration paid pursuant to this Agreement including the fee and commission commissions due under Clause 7.1 or New Ordinary Shares issued in discharge of such fee and commission), 10) then the person liable to make such payment shall pay such additional amounts amount 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 (thereon or that which would be so chargeable but for the availability of relief, credit or remission relief in respect of that charge to tax)tax (except to the extent that such relief arises in respect of the losses, costs, expenses or other items which have given rise to the sum payable, in which case such relief (or part thereof) shall be ignored) is equal to the amount that would otherwise be payable to Dowgate or such third party so received under or pursuant to or for any breach of this Agreement (any such additional payments being made on demand by Dowgate of the Bank, or such third partythe Indemnified Person concerned). 14.3 If, on 16.3 If any payment of is made by the Company to a person (the “recipient”) pursuant to this Agreement which results in the Company making an additional amount to Dowgate or any third party payment under Clause 14.1 16.1 or 14.2 Dowgate Clause 16.2, and the recipient subsequently in its sole and absolute discretion determines that it or any such third party has received or been granted that: (and has derived full use and benefit fromi) a refund of tax or a credit against, relief against tax is attributable to any deduction or remission for, or repayment of, any tax in respect of or calculated with reference withholding giving rise to the additional payment or part thereof, and that refund or credit has actually been obtained by the recipient; or (ii) tax has actually been saved as a result of incurring the relevant loss, liability, damage, cost, charge or expense to which the payment relates, in each case the recipient shall pay an 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 which the recipient determines in its sole opinion (such amount as Dowgate shall, acting reasonably, determine determination to be the proportion of such credit, relief, remission or repayment as conclusive) will leave Dowgate the recipient (and/or such third party after that payment) in no better or other person, as the case may be) after such payment in the same after tax worse position than it would have been in (after taking into account all reasonable expenses incurred had the additional payment not been required to be made by the Company. Nothing in determining and/or, if necessary, claiming the appropriate credit, relief, remission or repayment) had there been no deduction or withholding as referred to in Clause 14.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 provided always that: (a) Dowgate's reasonable determination of any amount payable under this Clause 14.3 and the date by which it 16.3 shall be paid shall be final and binding (subject to Dowgate's right to adjust the amount determined should the initial determination prove to be incorrect); (b) Dowgate, and/or such other third party, shall have absolute discretion as to whether, and the order and manner in which, it employs or claims tax credits, reliefs and allowances available to it and generally as to the conduct of its tax affairs; and (c) Dowgate and/or such other third party as the case may be shall not be obliged oblige a recipient to disclose any information regarding nor shall anything herein prevent a recipient from arranging its tax and commercial affairs or tax computationsin whatever manner it thinks fit.

WITHHOLDING AND GROSSING-UP. 14.1 All sums payable to Dowgate or to any third party the Broker 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 relevant person shall pay such additional amount as shall be required to ensure that the net amount received by the recipient Broker 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 Broker 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 commission7), then the person liable to make such payment shall pay such additional amounts amount 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 thereon (or that would be so chargeable but for the availability of relief, credit or remission relief in respect of that charge to tax), is equal to the amount that would otherwise be payable to Dowgate or such third party the Broker under or pursuant to or for any breach of this Agreement (additional payments being made on demand by Dowgate or such third partyof the Broker). 14.3 If, on payment of an additional amount to Dowgate or any third party the Broker under Clause 14.1 or 14.2 Dowgate the Broker 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 the Broker 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 the Broker 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) Broker 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/oror, if necessary, claiming the appropriate credit, relief, remission or repayment) had there if no additional amount has been no deduction or withholding as referred required to in Clause 14.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 provided be paid. Provided always that: (a) Dowgatethe Broker's reasonable determination of any amount payable under this Clause 14.3 and the date by which it shall be paid shall be final and binding (subject to Dowgate's the Broker’s right to adjust the amount determined should the initial determination prove to be incorrect); (b) Dowgate, and/or such other third party, the Broker shall have absolute discretion as to whether, and the order and manner in which, which it employs or claims tax credits, reliefs credits and allowances available to it and generally as to the conduct of its tax affairs; and (c) Dowgate and/or such other third party as the case may be no Broker shall not be obliged to disclose any information regarding its tax affairs or tax computations.

WITHHOLDING AND GROSSING-UP. 14.1 17.1 All sums payable by the Company to Dowgate the Banks or to any third party under other Indemnified Person (for the Third Parties Act (provided that they are in the UKpurposes of this Clause 17 only, each a payee) under or pursuant to or for any breach of this Agreement shall be paid in pounds sterling free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the payer Company shall pay such additional amount as shall be required to ensure that the net amount received by the recipient payee will equal the full amount which would have been received by it had no such deduction or withholding been required to be made. 14.2 17.2 If the Company makes such an increased payment under Clause 17.1 and the payee subsequently obtains a refund of tax or credit against tax by reason of the Company making such a deduction or withholding, the payee shall reimburse the Company as soon as reasonably practicable with an amount such as the payee shall determine (with such determination in good faith being final and conclusive) to be such proportion of the said refund or credit as shall leave the payee after such reimbursement in no better or worse position (having regard to the time value of money) than it would have been in had no deduction or withholding been required. Nothing in this Clause 17.2 shall oblige a payee to disclose to the relevant person, nor shall the relevant person be entitled to inspect, any of the books and other records of the payee nor shall anything herein prevent the payee from arranging its tax and commercial affairs in whatever manner it thinks fit and, in particular, the payee shall not be under any obligation to claim credit or relief from or against its corporate profits or similar liability to tax in respect of the amount of such deduction or withholding as aforesaid in priority to any other reliefs available to it. 17.3 If the United Kingdom 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 paid to Dowgate or to any third party a payee under the Third Parties Act under or pursuant to or for any breach of this Agreement (Agreement, other than the fee and payment of commission due under Clause 7.1 or New Ordinary Shares issued 10, (including in discharge circumstances where any relief is available in respect of such fee and commissioncharge to tax), then the person liable to make such payment Company shall pay such additional amounts amount 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 such relief, credit or remission in respect of that charge to tax), (after giving credit for any tax relief obtained by the payee as a result of the matter giving rise to the indemnity claim or the reimbursement) 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 Agreement. This 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 17.3 shall apply in respect of or calculated with reference any additional amount paid pursuant to Clause 17.1 as it applies to other amounts paid 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, remission or repayment) had there been no deduction or withholding as referred to in Clause 14.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 provided always that: (a) Dowgate's reasonable determination of any amount payable under this Clause 14.3 and the date by which it shall be paid shall be final and binding (subject to Dowgate's right to adjust the amount determined should the initial determination prove to be incorrect); (b) Dowgate, and/or such other third party, shall have absolute discretion as to whether, and the order and manner in which, it employs or claims tax credits, reliefs and allowances available to it and generally as to the conduct of its tax affairs; and (c) Dowgate and/or such other third party as the case may be shall not be obliged to disclose any information regarding its tax affairs or tax computationspayee.

WITHHOLDING AND GROSSING-UP. 14.1 All sums payable to Dowgate each of the Banks 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 each of the Banks 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 commissions due under Clause 7.1 or New Ordinary Shares issued in discharge of such fee and commission7.1), then the person liable to make such payment shall pay such additional amounts amount as shall be required to ensure that the total amount paid, less the tax chargeable on thereon or in respect of such total amount or as a result of such total amount being paid thereof (or that would be so chargeable but for the availability of relief, credit or remission relief in respect of that charge to tax), is equal to the amount that would otherwise be payable to Dowgate each of the Banks or such third party under or pursuant to or for any breach of this Agreement (additional payments being made on demand by Dowgate each of the Banks or such third party).party).‌ 14.3 If, on payment of an additional amount to Dowgate each of the Banks or any third party under Clause 14.1 or 14.2 Dowgate each of the Banks determines that it or any such third party (or any other person) 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 each of the Banks 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 each of the Banks shall, acting reasonably, determine to be the proportion of such credit, relief, remission or repayment as will leave Dowgate each of the Banks (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, remission or repayment) had there been no deduction or withholding as referred to in Clause 14.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 provided always that: (a) Dowgate's reasonable each of the Banks determination of any amount payable under this Clause 14.3 and the date by which it shall be paid shall be final and binding (subject to Dowgate's each of the Banks right to adjust the amount determined should the initial determination prove to be incorrect); (b) Dowgateeach of the Banks, and/or such other third partyparty or other relevant person, shall have absolute discretion as to whether, and of the order and manner in which, which it employs or claims tax credits, reliefs and allowances available to it and generally as to the conduct of its tax affairs; and (c) Dowgate each of the Banks and/or such other third party or other relevant person as the case may be shall not be obliged to disclose any information regarding its tax affairs or tax computations.

WITHHOLDING AND GROSSING-UP. 14.1 13.1 All sums payable to Dowgate Arden 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 13.2 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 Arden 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)Agreement, then the person liable to make such payment shall pay such additional amounts amount as shall be required to ensure that the total amount paid, less the tax chargeable on thereon or in respect of such total amount or as a result of such total amount being paid thereof (or that would be so chargeable but for the availability of relief, credit or remission relief in respect of that charge to tax), is equal to the amount that would otherwise be payable to Dowgate Arden or such third party under or pursuant to or for any breach of this Agreement (additional payments being made on demand by Dowgate Arden or such third party). 14.3 13.3 If, on payment of an additional amount to Dowgate Arden or any third party under Clause 14.1 Clauses 13.1 or 14.2 Dowgate 13.2 Arden determines that it or any such third party (or any other person) 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 Arden 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 Arden shall, acting reasonably, determine to be the proportion of such credit, relief, remission or repayment as will leave Dowgate Arden (and/or such third party or other person, 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, remission or repayment) had there been no deduction or withholding as referred to in Clause 14.1 13.1 and no charge to tax (or bringing into any computation of income, profit or gains for the purposes of any charge to tax) as referred to in Clause 14.2 13.2 provided always that: (a) DowgateArden's reasonable determination of any amount payable under this Clause 14.3 13.3 and the date by which it shall be paid shall be final and binding (subject to DowgateArden's right to adjust the amount determined should the initial determination prove to be incorrect); (b) DowgateArden, and/or such other third partyparty or other relevant person, shall have absolute discretion as to whether, and of the order and manner in which, which it employs or claims tax credits, reliefs and allowances available to it and generally as to the conduct of its tax affairs; and (c) Dowgate Arden and/or such other third party or other relevant person as the case may be shall not be obliged to disclose any information regarding its tax affairs or tax computations.