Template:Nutshell 2002 ISDA 2(d)(ii)

2(d)(ii) Liability. If:―

(1) X is required to deduct or withhold a Tax payment that it would not have to gross up to Y under Section 2(d)(i)(4);

(2) X does not deduct or withhold that payment; and

(3) X directly incurs a liability for the Tax,

then, unless Y satisfies that Tax liability itself, Y must promptly pay the amount in question to X (including liability for interest and (if Y has not complied with Sections 4(a)(i), 4(a)(iii) or 4(d)) penalties.