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'''{{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> | {{isdaprov|2(d)(i)}} '''{{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> |