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| But here: let *me* have a go. | | But here: let *me* have a go. |
| {{Box|
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| {{isdaprov|2(d)(i)}} '''{{isdaprov|Gross-Up}}'''. All payments will be made without deduction for {{isdaprov|Tax}} unless deduction is required by applicable law. Where one party (X) has to deduct for {{isdaprov|Tax}} it will promptly: <br> | | {{nuts|ISDA|Gross Up}} |
| :(1) notify the other party (Y); <br>
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| :(2) pay the full amount of {{isdaprov|Tax}} required (including on any amount grossed up hereunder);
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| :(3) provide evidence of such payment to Y; and <br>
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| :(4) where the {{isdaprov|Tax}} is an {{isdaprov|Indemnifiable Tax}}, pay to Y an additional amount so that the net amount Y receives (free of {{isdaprov|Indemnifiable Taxes}}) equals the full amount Y would have received had there been no such deduction ("'''gross up'''"). <br>
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| X will '''not''' be required to gross any {{isdaprov|Tax}} which would not be required but for:―<br>
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| :(A) Y's failure to comply with Section {{isdaprov|4(a)(i)}}, {{isdaprov|4(a)(iii)}} or {{isdaprov|4(d)}}; or
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| :(B) Y's breach of any Section {{isdaprov|3(f)}} representation (unless such breach would not have occurred but for (I) any governmental action ''after'' entry into a Transaction or (II) a {{isdaprov|Change in Tax Law}}.
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| {{isdaanatomy}} | | {{isdaanatomy}} |
| }} | | }} |