Common use of Withholding Tax Action Clause in Contracts

Withholding Tax Action. If either Party (or its Affiliates or successors) is required to make a payment to the other Party subject to a deduction or withholding of tax, then (A) if such deduction or withholding of tax obligation arises as a result of any action by the first Party, such as a Change of Control, change of domicile, or assignment by such first Party and such action has the effect of increasing the amount of tax deducted or withheld (a “Withholding Tax Action”), then the amount payable by the Party taking such Withholding Tax Action (in respect of which such increased deduction or withholding is required to be made) shall be increased by the amount necessary (the “Additional Amounts”) to ensure that the other Party receives the same amount that it would have received had no such Withholding Tax Action occurred, and (B) the Additional Amounts shall be deducted and withheld by the Party paying the Additional Amounts. The Additional Amounts, along with any other tax deducted and withheld from the payment made by such Party, shall be timely remitted to the proper Governmental Authority for the account of the other Party in accordance with applicable Law. Notwithstanding the foregoing, any sublicense or assignment in contravention of Sections 2.1(d) or 13.6, respectively, of this Agreement will not constitute a Withholding Tax Action.