Template:ISDA Master Agreement 1992 2(d)(i): Difference between revisions

:{{isda92prov|2(d)(i)}} '''{{isda92prov|Gross-Up}}'''. All payments under this {{isda92prov|Agreement}} will be made without any deduction or withholding for or on account of any {{isda92prov|Tax}} unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“'''X'''”) will:—

::(1) promptly notify the other party (“'''Y'''”) of such requirement;

::(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section {{isda92prov|2(d)}}) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

::(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

::(4) if such {{isda92prov|Tax}} is an {{isda92prov|Indemnifiable Tax}}, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

:::(A) the failure by Y to comply with or perform any agreement contained in Section {{isda92prov|4(a)(i)}}, {{isda92prov|4(a)(iii)}} or {{isda92prov|4(d)}}; or

:::(B) the failure of a representation made by Y pursuant to Section {{isda92prov|3(f)}} to be accurate and true unless such failure would not have occurred but for  

::::(I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this {{isda92prov|Agreement}}) or  

::::(II) a {{isda92prov|Change in Tax Law}}. <br>