Deductions from Payments. 8.1 All sums payable by the Warrantors to the Buyer under this Schedule shall be paid free and clear of any set-off, counterclaim, deduction or withholding whatsoever save only as may be required by law.
8.2 If any such deduction or withholding as is referred to in Paragraph 8.1 above is required by law the Warrantors shall be obliged to:
(a) pay to the Buyer on demand such additional sum as will, after such deduction or withholding has been made, leave the Buyer with the same net amount as it would have been entitled to receive in the absence of such deduction or withholding;
(b) pay or account for the full amount deducted or withheld to the relevant Tax Authority in accordance with applicable law; and
(c) furnish to the Buyer the original, or a certified copy, of a receipt or other document evidencing such payment to the relevant Tax Authority.
8.3 If any sum payable by the Warrantors to the Buyer under this Schedule shall be chargeable to Tax by any Tax Authority in the hands of the Buyer, the same obligation to make an increased payment as is referred to in Paragraph 8.2 shall apply in relation to such sum as if it were a deduction or withholding required by law unless the amount payable under this Schedule relates to an expense which is deductible for corporation tax purposes.
8.4 If the Warrantors make an increased payment pursuant to this Paragraph 8 in respect of which the Buyer has, having made all reasonable efforts to do so, obtained the benefit of any tax credit, the Buyer shall reimburse the Warrantors such amount as will leave the Buyer in the same position it would have been in had no such increased payment been made.
Deductions from Payments. 4.5.1 The Owner may withhold payment of any amount otherwise due and payable to the Contractor hereunder:
4.5.1.1 If the Owner shall have reasonable grounds for believing that:
4.5.1.1.1 the Contractor will be unable to perform the Work or any portion thereof fully and satisfactorily in accordance with the project Schedule or any approved Work Schedule; or
4.5.1.1.2 a meritorious claim exists or will exist against the Owner, the City, the Additional Insureds, or the Other Interested Parties, or any of their respective Representatives arising out of the act, omission or negligence of the Contractor or the Contractor’s breach of any provision of this Contract; or
4.5.1.1.3 as may be authorized pursuant to the terms and conditions of this Contract including, without limitation, amounts to cover the following:
4.5.1.1.4 Retainage (Section 4.2.5);
4.5.1.1.5 Liquidated Damages (Section 2.5);
4.5.1.1.6 deductions pursuant to Change Orders (Section 5.4);
4.5.1.1.7 costs related to “Terminations for Cause” (Section 7.7);
4.5.1.1.8 security for warrantied Materials and Equipment and labor (Section 11.3);
4.5.1.1.9 discharge of liens and claims (Article 16);
4.5.1.1.10 costs of cleanup and rubbish removal (Section 3.8.2 of the General Requirements of the Scope of Work Documents (Part V.A));
4.5.1.1.11 costs incurred due to the Contractor’s failure to coordinate its work with other contractors (Section 2.6.2);
4.5.1.1.12 costs incurred due to delays caused to other contractors by the Contractor (Section 2.6.2);
4.5.1.1.13 costs incurred due to inspection, testing and correction of Work (Article 2 of the General Requirements of the Scope of Work Documents (Part V.A));
4.5.1.1.14 amounts necessary to indemnify the Owner pursuant to Article 8 and any other relevant indemnification provisions of this Contract; or
4.5.1.1.15 amounts retained or paid to Subcontractors pursuant to Section 6.1.6; or
4.5.1.1.16 amounts incurred to complete the Project satisfactorily in accordance with the Owner’s M/WBE Program and in order to meet the Participation Goal set for the Contract (Section 18.10.2).
4.5.2 Any amount so withheld may be deducted from the Maximum Contract Price, or retained by the Owner for such period as it may deem advisable to protect the Owner and the City against any loss and may, after written Notice to the Contractor, be applied in satisfaction of any claim herein described.
4.5.3 The Contractor shall, at its sole cost and expense, within five (5) days of written...
Deductions from Payments. All sums payable by a Party to any other Party under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever in respect of taxation, save as may be required by Law. Each Party shall be entitled, without prejudice to any other right or remedy, to receive interest on any payment not made on the due date calculated from day to day at a rate per annum equal to the Default Interest Rate from the day after the date on which payment was due up to and including the date of payment.
Deductions from Payments. Notwithstanding any other provision to the contrary contained herein, Owner may withhold and shall have no obligation to make payments to Contractor hereunder and Owner may decide not to certify payment or may nullify the whole or a part of a certification for payment made pursuant to a previous Request for Payment to such extent as may be reasonably necessary to protect Owner from loss because of (a) Defects in the Work not timely remedied; (b) third-party claims filed against Owner, (c) Liens filed (that have not been bonded off as described in Section 2.9 or are not covered by insurance maintained hereunder); (d) failure of Contractor to make undisputed payments when due to Subcontractors; (e) damage to Owner or another contractor, including damage to the property of Owner or any of its Affiliates, to the extent the costs of such damages are not covered by insurance maintained hereunder; (f) damages caused by Contractor or its Personnel; (g) Contractor’s failure to deliver a recovery plan as set forth in Section 2.5.3 or the failure of Contractor to diligently proceed with the recovery plan; or (h) Contractor’s failure to provide information requested by Owner to ensure conformance of the Work to the requirements of this Agreement and Applicable Law or to measure the progress of the Work, as necessary to conform Contractor’s entitlement to payment. Contractor shall not have any rights of termination or suspension hereunder as a result of Owner’s exercise or attempted exercise of its rights under this Section 4.6. Owner shall release payments withheld pursuant to this Section 4.6 within thirty (30) days from the date when Contractor cures all such events or breaches to the reasonable satisfaction of Owner. If there is any dispute about any amount invoiced by Contractor, the amount not in dispute shall be promptly paid.
Deductions from Payments. 5.7.1 If in Genentech’s reasonable business judgment it is necessary to obtain a license under a issued patent of a Third Party in connection with the research, development, manufacture, distribution, use, sale, import or export of a Therapeutic Product, [*****], including fee, royalty or other payment, against the royalties payable pursuant to Section 5.4.1 – 5.4.3 above; provided, that [*****].
5.7.2 If in Genentech’s reasonable business judgment it is necessary to obtain a license under any Blocking Third Party Intellectual Property in connection with the research, development, manufacture, distribution, use, sale, import or export of a Diagnostic Product, [*****], including fee, royalty or other payment, against the royalties payable pursuant to Section 5.5 above; [*****] shall be in addition to, and not in lieu of, any other rights or claims Genentech may have under this Agreement or otherwise. For the purposes of this Section 5.7.2, “Blocking Third Party Intellectual Property” means, with respect to any country in the Territory, Patent rights in such country owned or controlled by a Third Research Collaboration and License Agreement (Tau) 18 CONFIDENTIAL FINAL EXECUTION VERSION Party that cover specific reagents, assays and/or platform or any other technology required for use or sale of a Diagnostic Product, if the manufacture, use or sale of such Diagnostic Product would in the absence of a license granted by such Third Party, infringe such Patent rights.
Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the HHL Tax Covenant shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding unless the deduction or withholding is required by law in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by the Purchaser will equal the full amount which would have been received by it had no such deduction or withholding been required, provided that this paragraph shall not apply to any interest payable under paragraph 5.3 of part 4 of this schedule.
2.2 If any amount payable under any claim under the HHL Tax Covenant is subject to Tax, the amount so payable shall be grossed up by such amount as will ensure that after deduction of the Tax in question there shall be left an amount equal to the amount that would otherwise be payable under the claim, save that this paragraph shall not apply to the extent that such Tax arises or is increased as a consequence of any voluntary act of the Purchaser.
2.3 For the avoidance of doubt all amounts payable as a result of any provision of this schedule shall be payable from the Joint Account and in accordance with clause 4 of the Agreement.
Deductions from Payments. Any payment to Contractor may be reduced or suspended when a provision of this Contract requires a payment or refund to the Department or an adjustment of a payment to Contractor.
Deductions from Payments. 5.1 Except as required by law all payments by the Vendor under this Part 2 of this Schedule 4 will be made free and clear of all deductions and withholdings (whether in respect of Taxation or otherwise).
5.2 If any deduction or withholding is required by law to be made from any payment by the Vendor under this Part 2 of this Schedule 4 or if the Purchaser is subject to Taxation in respect of any payment by the Vendor under this Part 2 of this Schedule 4, the Vendor covenants with the Purchaser to pay to the Purchaser such additional amount as is necessary to ensure that the net amount received and retained by the Purchaser (after taking account of such deduction or withholding or Taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to the deduction or withholding or Taxation.
5.3 In the event of the assignment of this Agreement the Vendor’s liability to the assignee under this Schedule 4 will be no greater than it would have been to the Purchaser.
Deductions from Payments. If in GenMark’s reasonable business judgment it is necessary or desirable to seek a license or immunity from suit from any Third Party in order for GenMark its Affiliates, distributors or Sublicensees, to exercise or use the rights granted to GenMark herein, or GenMark its Affiliates, distributors or Sublicensees, is otherwise required to pay to any Third Party any fee, royalty or other payment in connection with a right or license under any Third Party Digital Microfluidics or Digital Microfludies Related intellectual property to practice any Digital Microfluidics or Digital Microfludics Related technology for a Licensed Product under this Agreement, GenMark shall have the right to set off any amounts paid to such Third Party, including fee, royalty or other payment, against payment of up to *** of the royalty or Additional Margin payments otherwise payable hereunder; provided that in no event shall royalties or Additional Margin otherwise payable to ALL hereunder be reduced to less than *** of what would otherwise be owed be prior to any set off taken under this Section 6.11. Such right of offset shall be in addition to, and not in lieu of, any other rights or claims GenMark may have under this Agreement or otherwise. Prior to GenMark engaging in formal negotiations to incur any obligation to pay any Third Party any fee, royalty or other payment in connection with a right or license under any Third Party Digital Microfluidics intellectual property to practice any Digital Microfluidics technology for a Licensed Product under this Agreement, GenMark shall notify ALL of its intent to do so, and ALL shall have *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. thirty (30) days, or such other time as the Parties may agree, to obtain such right or license for the benefit of GenMark prior to GenMark incurring such obligation. Nothing in this Section 6.11 shall limit the rights of GenMark set forth in Section 9.5.
Deductions from Payments. 10.1 All sums payable by the Covenantor to the Purchaser under this Deed shall be paid free and clear of any set-off, counterclaim, deduction or withholding whatsoever save only as may be required by law and save in respect of amounts due under Clause 9.
10.2 If any such deduction or withholding as is referred to in Clause 9.1 above is required by law (other than in respect of amounts due under Clause 9) the Covenantor shall be obliged to pay to the Purchaser such additional sum as will after such deduction or withholding has been made leave the Purchaser with the same amount as it would have been entitled to receive in the absence of such deduction or withholding but taking into account any credit or benefit received by the Purchaser in connection therewith.
10.3 If any sum payable by the Covenantor to the Purchaser under this Deed (other than interest under Clause 9) shall be subject to Tax in the hands of the recipient the same obligation to make an increased payment as is referred to in Clause 9.2 shall apply in relation to such Tax liability as if it were a deduction or withholding required by law.
