Template:Nutshell GMSLA 12

12.1. Withholding, gross up and provision of information: Payments under this Agreement must be made without Tax deduction unless it is required by Applicable Law.
12.2 if the paying Party is required to deduct Tax, it must:

(a) promptly notify the Recipient;

(b) pay the full Tax amount required to the relevant authority;

(c) provide the Recipient with evidence of such payment to such authorities; and

(d) other than for manufactured payments in respect of Non-Cash Collateral, gross up the payment so the Recipient receives what it would have received had the deduction not been required; provided Payer need not gross up any amount if it would not have had to deduct had Recipient provided information required under paragraph 12.3.

12.3 Each Party must upon written demand deliver to the other Party any tax documents and otherwise assist as the other Party reasonably requires to enable it to make payments with as little withholding or deduction as possible (as long as doing so would not materially prejudice its legal or commercial position). Any documents must be accurate, complete, on time and appropriately certified to the receiving Party’s reasonable satisfaction.
12.4 Stamp Tax: Borrower must promptly account for any Stamp Tax chargeable on any transaction effected under this Agreement (that would not be chargeable but for Lender’s failure to comply with its obligations under this Agreement).
12.5 Borrower indemnifies Lender against liabilities it suffers because Borrower failed to comply with paragraph 12.4.
12.6 Sales Tax. All sums payable under this Agreement are exclusive of Sales Taxes and the relevant Party must in each case pay applicable Sales Tax by upon receipt of an suitable invoice.
12.7 Retrospective changes in law: Amounts payable under this Agreement must determined by reference to Applicable Law when the payment is made, and must not be adjusted for:

(a) any retrospectives change in Applicable Law enacted after the relevant payment date; or

(b) any court decision made after the relevant payment date (other that one specifically concerning this Agreement).