Common use of WITHHOLDING AND GROSSING-UP Clause in Contracts

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. 15.1 The Purchaser shall pay all 12.1 All sums payable by it to any Indemnified Person under this agreement shall be paid free and clear of all deductions or withholdings withholding 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 by law, in which event the Purchaser relevant person shall pay such additional amount as will shall be required to ensure that the net amount received by the payee receives equals Indemnified Person (after taking account of any tax credits or rebates available to such Indemnified Person which result from a payment which includes any additional amount payable pursuant to this clause 12.1) will equal the full amount which it would have been received by it had the no such deduction or withholding not been requiredmade. 15.2 12.2 If HM Revenue & Customs or any Tax Authority subjects other taxing authority brings into charge to tax any sum paid payable to any Indemnified Person by way of reimbursement or indemnity under the Purchaser under or pursuant to terms of this agreement to Tax, then the Purchaser amount so payable shall pay be grossed up by such additional amount as (after taking account of any tax credits or rebates available to such Indemnified Person as a result of the matter giving rise to the relevant payment) will ensure that the total amount paid, after payment deduction of the Tax tax so chargeable on such amount, is there shall be left a sum equal to the amount that would otherwise be payable under this agreement. . For the avoidance agreement as a result 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 lawssuch reimbursement or indemnity. 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. 15.1 The Purchaser shall pay all 13.1 All sums payable by it to Nomura or any other Indemnified Person (for the purposes of this clause 13 only, each a Recipient) under this agreement Agreement shall be paid in pounds sterling free and clear of all deductions or withholdings unless the law requires a deduction (whatsoever save only as provided in this Agreement or withholding to be made. Otherwise than in relation to a payment of interest, if a as is required by law). 13.2 If any deduction or withholding is so required by law from any such payment then the Purchaser person making such payment shall be obliged to pay the Recipient such additional sum as will, after such deduction or withholding has been made, leave the Recipient with the same amount as will ensure that the net amount the payee receives equals the full amount which it would have received had been entitled to receive in the absence of any such requirement to make a deduction or withholding not been requiredwithholding. 15.2 13.3 If any Tax Authority subjects 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 or paid to a Recipient or any sum deducted from any payment made by a Recipient in accordance with the Purchaser terms of this Agreement (except, in either case, the fees and commissions payable under or pursuant to this agreement to Tax, clause 8.1) then the Purchaser amount so payable or the amount which may be deducted shall pay be grossed up by 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 retained 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 paidRecipient, less the Tax tax chargeable on such amount, is equal thereon taking into account the incurring of the costs by the Recipient which gave rise to the amount that would otherwise payment, places the Recipient in the same after tax position as if it had incurred no cost and accordingly no payment was required to be payable under this agreementpaid by it.