WITHHOLDING TAX AND GROSSING UP. 15.1 Telewest UK shall pay all sums payable by it under clauses 9 and 10 free and clear of all deductions or withholdings for or on account of tax unless the deduction or withholding is required by law. If a deduction or withholding is so required, Telewest UK shall pay such additional amount as will ensure that the net amount received by the payee equals the full amount which would have been received by it had no such deduction or withholding been required.
15.2 If the party receiving an additional amount pursuant to clause 15.1 receives a credit for or refund of any tax payable by it or similar benefit by reason of the deduction or withholding giving rise to the payment of the additional amount, it shall reimburse to Telewest UK such proportion of the additional amount as it shall reasonably determine leaves it in no better or worse a position than it would have been in if the relevant deduction or withholding had not been required.
15.3 If any tax authority brings into charge to tax any sum paid by Telewest UK under clauses 9 or 10, then Telewest UK shall pay such additional amount as shall be required to ensure that the total amount paid, less the tax chargeable on such amount, is equal to the amount that would otherwise be payable under clauses 9 or 10.
WITHHOLDING TAX AND GROSSING UP. 10.1 Each of the Vendor and the Warrantor 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. If a deduction or withholding is so required the Vendor or the Warrantor 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.
10.2 If any tax authority charges taxation on any sum paid by the Vendor or the Warrantor under or pursuant to this Agreement, then the Vendor or the Warrantor 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 TAX AND GROSSING UP. The Vendor shall pay all sums payable by it under clauses 6.1 and 7 free and clear of all deductions or withholdings unless the law requires a deduction or withholding. If a deduction or withholding is so required the Vendor 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.
WITHHOLDING TAX AND GROSSING UP. 18.1 Save as otherwise set out in this Agreement, all payments to be made under this Agreement shall be made in full without any set-off or counterclaim and free from any deduction or withholding, save as may be required by Law.
18.2 If a deduction or withholding is required by Law to be made from any payment (other than a payment of interest) by a party under or pursuant to this Agreement or any other Transaction Document (including for the avoidance of doubt, any amount payable under Schedule 6), then such party shall pay such additional amount as will ensure that the net amount which the payee receives and retains equals the full amount which it would have received and retained had the deduction or withholding not been required.
18.3 If any Taxation Authority brings any sum paid by a party under or pursuant to this Agreement (other than the Consideration and any payment of interest) into a charge to Tax, then such party 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.
18.4 Clauses 18.2 and 18.3 above shall not apply to the extent that the deduction, withholding or Tax would not have arisen but for:
(a) the Buyer not being tax resident in the UK, or having some connection with a territory outside the UK; or
(b) any assignment by the Buyer of any of its rights under this Agreement.
18.5 To the extent that any additional amount paid under or pursuant to clause 18.2 and 18.3 results in the Buyer or a Seller obtaining a Relief (as defined in Schedule 6), with reasonable endeavours having been made to obtain such Relief, the Buyer or the Seller (as applicable) shall pay to the other party, within 10 Business Days of obtaining the Relief, an amount equal to the lesser of:
(a) the value of the Relief obtained; and
(b) the additional sum paid under or pursuant to clause 18.2 and 18.3, and in addition, the Buyer or the Seller (as applicable) shall provide, at its own expense, reasonable evidence of the amount of the Relief.
WITHHOLDING TAX AND GROSSING UP. 14.1. If a deduction or withholding in accordance with clause 13 is required to be made from any payment by a party, then such party shall pay such additional amount as will ensure that the net amount the payee receives and retains equals the full amount which it would have received and retained had the deduction or withholding not been required.
14.2. Except in relation to any amounts payable pursuant to clause 3, if any Tax Authority brings any sum paid by a party under or pursuant to this Agreement (or any Transaction Document) into charge to Tax then such party 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 (or the relevant Transaction Document).
WITHHOLDING TAX AND GROSSING UP. Each of the Vendor and CMCC 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. If a deduction or withholding is so required the Vendor or CMCC 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.
WITHHOLDING TAX AND GROSSING UP. All sums payable by the Sellers under this Agreement shall be paid free and clear of all deduction or withholdings unless the deduction or withholding is required by law, in which event the Sellers shall pay such additional amount as shall be required to ensure that the net amount received by the payee hereunder will equal the full amount which would have been received had no such deduction or withholding been required to be made. If any tax authority brings into charge to tax any sum paid by the Sellers hereunder, then the Sellers shall pay such additional amount as shall be required to ensure that the total amount paid, less the tax chargeable on such amount, is equal to the amount that would otherwise be payable hereunder.
WITHHOLDING TAX AND GROSSING UP. 17.1 Each party 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. If a deduction or withholding is so required and except in the case of interest payments the relevant 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 paid by the Seller pursuant to this Agreement into charge to Tax (other than interest but including any circumstances where any Relief is available in respect of such 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 (or that would be so chargeable but for such Relief) is equal to the amount that would otherwise be payable under this Agreement.
WITHHOLDING TAX AND GROSSING UP. The Parent and the Owners, as the case may be, 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. If a deduction or withholding is so required, the Parent or the Owners, as the case may be, shall increase the amount paid by it so that after deducting and withholding any amounts required by Applicable Laws, the net amount the Manager receives shall equal the full amount which it would have received had no deduction or withholding from the original amount been required.
WITHHOLDING TAX AND GROSSING UP. 19.1 If a deduction or withholding is required to be made from any payment by the Company to the Buyer, then the Company shall pay such additional amount as will ensure that the net amount the Buyer receives and retains equals the full amount which it would have received and retained had the deduction or withholding not been required.
19.2 If any Tax Authority brings any sum paid to the Buyer by the Company under or pursuant to this Agreement into charge to tax (or would be subject to Tax but for the availability of a Buyer’s Relief) then the Company 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 (ignoring for this purpose the availability of a Buyer’s Relief).
