Template:Nutshell 2002 ISDA 2(d)(i): Difference between revisions

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{{isdaprov|2(d)(i)}} {{isdaprov|Gross-Up}}. All payments must be made without withholding unless is required by law. <br />
:{{isdaprov|2(d)(i)}} '''{{isdaprov|Gross-Up}}'''. The parties must pay without withholding unless required by law. Where a payer has to withhold, it must:—
In that case the payer must:
::(1) promptly tell the recipient;
:(1) promptly notify recipient;
::(2) promptly pay the withheld amount to the relevant authorities (including the withholding on any required {{isdaprov|gross-up}});
:(2) pay the necessary amount to the tax authorities;
::(3) give the recipient a receipt for the tax payment; and
:(3) provide the recipient with evidence of the payment it made; and
::(4) gross up any {{isdaprov|Indemnifiable Tax}}, so that the recipient receives the amount it would otherwise have received (free of {{isdaprov|Indemnifiable Taxes}}).  
:(4) where the withholding is an {{isdaprov|Indemnifiable Tax}}, {{tag|gross up}} the withholding to the recipient.<br />
:However, the payer need not gross up any withholding that arose only because:—
A payer won't have to gross up where:
:::(A) the recipient did not provide Section {{isdaprov|4(a)}} tax information, or breached its {{isdaprov|Payee Tax Representations}}; or
:(1) the recipient failed to provide necessary information to process a rebate; or
:::(B) the recipient's {{isdaprov|Payee Tax Representations}} were untrue other than because of (I) any regulatory action taken after execution of the {{isdaprov|Transaction}} or (II) a {{isdaprov|Change in Tax Law}}. <br>
:(2) its Section {{isdaprov|3(f)}} tax representations turned out to be wrong (unless that was brought about by a tax authority taking legal action or a {{isdaprov|Change in Tax Law}} after the {{isdaprov|Transaction}} was executed.

Revision as of 15:31, 19 September 2019

2(d)(i) Gross-Up. The parties must pay without withholding unless required by law. Where a payer has to withhold, it must:—
(1) promptly tell the recipient;
(2) promptly pay the withheld amount to the relevant authorities (including the withholding on any required gross-up);
(3) give the recipient a receipt for the tax payment; and
(4) gross up any Indemnifiable Tax, so that the recipient receives the amount it would otherwise have received (free of Indemnifiable Taxes).
However, the payer need not gross up any withholding that arose only because:—
(A) the recipient did not provide Section 4(a) tax information, or breached its Payee Tax Representations; or
(B) the recipient's Payee Tax Representations were untrue other than because of (I) any regulatory action taken after execution of the Transaction or (II) a Change in Tax Law.
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