Gross-Up - ISDA Provision: Difference between revisions
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{{isdasnap|2(d)(ii)|{{isdaprov|Gross-Up}}. All payments under this Agreement will be made without any deduction or<br> | {{isdasnap|2(d)(ii)|{{isdaprov|Gross-Up}}. All payments under this Agreement will be made without any deduction or<br> | ||
withholding for or on account of any {{isdaprov|Tax}} unless such deduction or withholding is required by any<br> | withholding for or on account of any {{isdaprov|Tax}} unless such deduction or withholding is required by any<br> | ||
applicable law, as modified by the practice of any relevant governmental revenue authority, then in<br> | applicable law, as modified by the practice of any relevant governmental revenue authority, then in <br>effect. If a party is so required to deduct or withhold, then that party (“X”) will:—<br> | ||
effect. If a party is so required to deduct or withhold, then that party (“X”) will:—<br> | |||
:(1) promptly notify the other party (“Y”) of such requirement;<br> | :(1) promptly notify the other party (“Y”) of such requirement;<br> | ||
:(2) pay to the relevant authorities the full amount required to be deducted or withheld<br> | :(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<br> paid by X to Y under this Section {{isdaprov|2(d)}}) promptly upon the earlier of determining that such<br> deduction or withholding is required or receiving notice that such amount has been assessed<br> against Y;<br> | ||
(including the full amount required to be deducted or withheld from any additional amount<br> | :(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> | ||
paid by X to Y under this Section {{isdaprov|2(d)}}) promptly upon the earlier of determining that such<br> | :(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 Agreement, such additional amount as is necessary to ensure that<br> the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed<br> against X or Y) will equal the full amount Y would have received had no such deduction or<br> withholding been required. However, X will not be required to pay any additional amount to<br> Y to the extent that it would not be required to be paid but for:—<br> | ||
deduction or withholding is required or receiving notice that such amount has been assessed<br> | ::(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> | ||
against Y;<br> | ::(B) the failure of a representation made by Y pursuant to Section {{isdaprov|3(f)}} to be accurate and<br> true unless such failure would not have occurred but for (I) any action taken by a taxing<br> authority, or brought in a court of competent jurisdiction, on or after the date on which a<br> Transaction is entered into (regardless of whether such action is taken or brought with<br> 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> | ||
:(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> | |||
:(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 Agreement, such additional amount as is necessary to ensure that<br> | |||
the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed<br> | |||
against X or Y) will equal the full amount Y would have received had no such deduction or<br> | |||
withholding been required. However, X will not be required to pay any additional amount to<br> | |||
Y to the extent that it would not be required to be paid but for:—<br> | |||
::(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> | |||
::(B) the failure of a representation made by Y pursuant to Section {{isdaprov|3(f)}} to be accurate and<br> | |||
true unless such failure would not have occurred but for (I) any action taken by a taxing<br> | |||
authority, or brought in a court of competent jurisdiction, on or after the date on which a<br> | |||
Transaction is entered into (regardless of whether such action is taken or brought with<br> | |||
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> | |||
:(1) promptly notify the other party (“Y”) of such requirement;<br> | :(1) promptly notify the other party (“Y”) of such requirement;<br> | ||
:(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> | :(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> | ||
Revision as of 11:49, 12 July 2012
In gory detail
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