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| {{gmslaprov|12}}. TAXES <br> | | {{gmslaprov|12}}. '''{{gmslaprov|Taxes}}''' <br> |
| '''Withholding, gross up and provision of information''' <br>
| | {{GMSLA 2010 12.1}} |
| {{2010 GMSLA 12.1}}
| | {{GMSLA 2010 12.2}} |
| | | {{GMSLA 2010 12.3}} |
| {{gmslaprov|12.2}} Except as otherwise agreed, if the paying {{gmslaprov|Party}} is so required to deduct or withhold, then that {{gmslaprov|Party}} ('''{{gmslaprov|Payer}}''') shall: <br> | | {{GMSLA 2010 12.4}} |
| :(a) promptly notify the other {{gmslaprov|Party}} ('''{{gmslaprov|Recipient}}''') of such requirement; <br>
| | {{GMSLA 2010 12.5}} |
| :(b) pay or otherwise account for the full amount required to be deducted or withheld to the relevant authority; <br>
| | {{GMSLA 2010 12.6}} |
| :(c) upon written demand of {{gmslaprov|Recipient}}, forward to {{gmslaprov|Recipient}} documentation reasonably acceptable to {{gmslaprov|Recipient}}, evidencing such payment to such authorities; and <br>
| | {{GMSLA 2010 12.7}} |
| :(d) other than in respect of any payment made by {{gmslaprov|Lender}} to {{gmslaprov|Borrower}} under paragraph {{gmslaprov|6.3}}, pay to {{gmslaprov|Recipient}}, in addition to the payment to which {{gmslaprov|Recipient}} is otherwise entitled under this {{gmslaprov|Agreement}}, such additional amount as is necessary to ensure that the amount actually received by {{gmslaprov|Recipient}} (after taking account of such withholding or deduction) will equal the amount {{gmslaprov|Recipient}} would have received had no such deduction or withholding been required; provided {{gmslaprov|Payer}} will not be required to pay any additional amount to {{gmslaprov|Recipient}} under this sub paragraph (d) to the extent it would not be required to be paid but for the failure by {{gmslaprov|Recipient}} to comply with or perform any obligation under paragraph {{gmslaprov|12.3}}. <br>
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| {{gmslaprov|12.3}} Each {{gmslaprov|Party}} agrees that it will upon written demand of the other {{gmslaprov|Party}} deliver to such other {{gmslaprov|Party}} (or to any government or other {{gmslaprov|Tax}}ing authority as such other {{gmslaprov|Party}} directs), any form or document and provide such other cooperation or assistance as may (in either case) reasonably be required in order to allow such other {{gmslaprov|Party}} to make a payment under this {{gmslaprov|Agreement}} without any deduction or withholding for or on account of any {{gmslaprov|Tax}} or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document, or the provision of such cooperation or assistance, would not materially prejudice the legal or commercial position of the {{gmslaprov|Party}} in receipt of such demand). Any such form or document shall be accurate and completed in a manner reasonably satisfactory to such other {{gmslaprov|Party}} and shall be executed and delivered with any reasonably required certification by such date as is agreed between the Parties or, failing such agreement, as soon as reasonably practicable. <br> | |
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| '''Stamp Tax''' <br>
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| {{gmslaprov|12.4}} Unless otherwise agreed, {{gmslaprov|Borrower}} hereby undertakes promptly to pay and account for any Stamp {{gmslaprov|Tax}} chargeable in connection with any transaction effected pursuant to or contemplated by this {{gmslaprov|Agreement}} (other than any Stamp {{gmslaprov|Tax}} that would not be chargeable but for {{gmslaprov|Lender}}’s failure to comply with its obligations under this {{gmslaprov|Agreement}}). <br> | |
| {{gmslaprov|12.5}} {{gmslaprov|Borrower}} shall indemnify and keep indemnified {{gmslaprov|Lender}} against any liability arising as a result of {{gmslaprov|Borrower}}’s failure to comply with its obligations under paragraph 12.4. <br> | |
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| '''Sales Tax''' <br>
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| {{gmslaprov|12.6}} All sums payable by one {{gmslaprov|Party}} to another under this {{gmslaprov|Agreement}} are exclusive of any Sales {{gmslaprov|Tax}} chargeable on any supply to which such sums relate and an amount equal to such Sales {{gmslaprov|Tax}} shall in each case be paid by the {{gmslaprov|Party}} making such payment on receipt of an appropriate Sales {{gmslaprov|Tax}} invoice. <br> | |
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| '''Retrospective changes in law''' <br>
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| {{gmslaprov|12.7}} Unless otherwise agreed, amounts payable by one {{gmslaprov|Party}} to another under this {{gmslaprov|Agreement}} shall be determined by reference to {{gmslaprov|Applicable Law}} as at the date of the relevant payment and no adjustment shall be made to amounts paid under this {{gmslaprov|Agreement}} as a result of: <br> | |
| :(a) any retrospective change in {{gmslaprov|Applicable Law}} which is announced or enacted after the date of the relevant payment; or <br>
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| :(b) any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this {{gmslaprov|Agreement}} or amounts paid or payable under this {{gmslaprov|Agreement}}). <br>
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