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| {{isdasnap|2(d)(ii)|{{isdaprov|Gross-Up}}. All payments under this Agreement will be made without any deduction or<br>
| | #redirect[[Deduction or Withholding for Tax - ISDA Provision]] |
| withholding for or on account of any {{isdaprov|Tax}} unless such deduction or withholding is required by any<br>
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| applicable law, as modified by the practice of any relevant governmental revenue authority, then in<br>
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| effect. If a party is so required to deduct or withhold, then that party (“X”) will:—
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| (1) promptly notify the other party (“Y”) of such requirement;<br>
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| (2) pay to the relevant authorities the full amount required to be deducted or withheld<br>
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| (including the full amount required to be deducted or withheld from any additional amount<br>
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| paid by X to Y under this Section {{isdaprov|2(d)}}) promptly upon the earlier of determining that such<br>
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| deduction or withholding is required or receiving notice that such amount has been assessed<br>
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| against Y;<br>
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| (3) promptly forward to Y an official receipt (or a certified copy), or other documentation<br>
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| reasonably acceptable to Y, evidencing such payment to such authorities; and<br>
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| (4) if such {{isdaprov|Tax}} is an {{isdaprov|Indemnifiable Tax}}, pay to Y, in addition to the payment to which Y is<br>
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| otherwise entitled under this Agreement, such additional amount as is necessary to ensure that<br>
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| the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed<br>
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| against X or Y) will equal the full amount Y would have received had no such deduction or<br>
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| withholding been required. However, X will not be required to pay any additional amount to<br>
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| Y to the extent that it would not be required to be paid but for:—<br>
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| (A) the failure by Y to comply with or perform any agreement contained in<br>
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| Section {{isdaprov|4(a)(i)}}, {{isdaprov|4(a)(iii)}} or {{isdaprov|4(d)}}; or<br>
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| (B) the failure of a representation made by Y pursuant to Section {{isdaprov|3(f)}} to be accurate and<br>
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| true unless such failure would not have occurred but for (I) any action taken by a taxing<br>
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| authority, or brought in a court of competent jurisdiction, on or after the date on which a<br>
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| Transaction is entered into (regardless of whether such action is taken or brought with<br>
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| respect to a party to this {{isdaprov|Agreement}}) or (II) a {{isdaprov|Change in Tax Law}}.|{{isdaprov|Gross-Up}}. All payments under this {{isdaprov|Agreement}} will be made without any deduction or withholding <br>for or on account of any {{isdaprov|Tax}} unless such deduction or withholding is required by any applicable law, as <br>modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so <br>required to deduct or withhold, then that party (“X”) will:―<br>
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| :(1) promptly notify the other party (“Y”) of such requirement;<br>
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| :(2) pay to the relevant authorities the full amount required to be deducted or withheld <br>(including the full amount required to be deducted or withheld from any additional amount paid by <br>X to Y under this Section {{isdaprov|2(d)}}) promptly upon the earlier of determining that such deduction or <br>withholding is required or receiving notice that such amount has been assessed against Y;<br>
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| :(3) promptly forward to Y an official receipt (or a certified copy), or other documentation <br>reasonably acceptable to Y, evidencing such payment to such authorities; and<br>
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| :(4) if such {{isdaprov|Tax}} is an {{isdaprov|Indemnifiable Tax}}, pay to Y, in addition to the payment to which Y is <br>otherwise entitled under this {{isdaprov|Agreement}}, such additional amount as is necessary to ensure that the <br>net amount actually received by Y (free and clear of {{isdaprov|Indemnifiable Taxes}}, whether assessed against <br>X or Y) will equal the full amount Y would have received had no such deduction or withholding <br>been required. However, X will not be required to pay any additional amount to Y to the extent that <br>it would not be required to be paid but for:―<br>
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| ::(A) the failure by Y to comply with or perform any agreement contained in <br>Section {{isdaprov|4(a)(i)}}, {{isdaprov|4(a)(iii)}} or {{isdaprov|4(d)}}; or<br>
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| ::(B) the failure of a representation made by Y pursuant to Section {{isdaprov|3(f)}} to be accurate <br>and true unless such failure would not have occurred but for (I) any action taken by a <br>taxing authority, or brought in a court of competent jurisdiction, after a {{isdaprov|Transaction}} is <br>entered into (regardless of whether such action is taken or brought with respect to a party <br>to this Agreement) or (II) a {{isdaprov|Change in Tax Law}}.}}
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| {{isdaanatomy}}
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