DEDUCTIONS FROM PAYMENTS, ETC. 6.1 All sums payable by either party (for these purposes, the “payer”) to the other party (for these purposes, the “payee”) under this Schedule 7 shall be paid free and clear of all deductions and withholdings whatsoever, and without any rights of counterclaim and set-off, save only as may be required by law. 6.2 If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in paragraph 6.1, the Seller shall be obliged to pay to the Purchaser such additional amount as will ensure that the net amount received by the Purchaser under this Schedule 7 will equal the full amount it would have received in the absence of any such requirement to make a deduction or withholding. 6.3 If, following the payment of an additional amount under paragraph 6.2, the Purchaser subsequently obtains a saving, reduction, credit or payment in respect of the deduction or withholding giving rise to such additional amount, the Purchaser shall pay to the Seller a sum equal to the amount of such saving, reduction, credit or payment (in each case to the extent of the additional amount), such payment to be made within seven days of the receipt of the saving, reduction, credit or payment as the case may be. 6.4 If any sum payable by the Seller to the Purchaser under this Schedule 7 is subject to Tax in the hands of the Purchaser, the Seller shall pay such additional amount as shall ensure that the net amount received by the Purchaser shall be the amount that the payee would have received if the payment had not been subject to Tax. 6.5 The Seller will inform the Purchaser of the result of any study conducted within twelve (12) months of the date of this agreement prepared by an outside expert engaged by the Seller or its Affiliates regarding the ownership of the common shares of XL Group plc by shareholders based in the United States.
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DEDUCTIONS FROM PAYMENTS, ETC. 6.1 11.1 All sums payable by either party (for these purposes, the “payer”) a Covenantor to the other party (for these purposes, the “payee”) a Purchaser under this Schedule 7 deed shall be paid free and clear of all deductions and or withholdings whatsoever, and without any rights of counterclaim and set-off, save only as may be required by law.
6.2 11.2 If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in paragraph 6.1clause 11.1 then, except to the extent that the sum constitutes interest, the Seller relevant Covenantor shall be obliged to pay to the relevant Purchaser such additional sum as will, after the deduction or withholding has been made, leave the relevant Purchaser with the same amount as will ensure that the net amount received by the Purchaser under this Schedule 7 will equal the full amount it would have received been entitled to receive in the absence of any such requirement to make a deduction or withholding.
6.3 If, following and the payment of an additional amount under paragraph 6.2relevant Covenantor shall provide such evidence satisfactory to the relevant Purchaser, the Purchaser subsequently obtains a savingacting reasonably, reduction, credit or payment in respect of the that such deduction or withholding giving rise to such additional amount, the Purchaser shall pay has been made and appropriate payment paid to the Seller a sum equal to the amount of such saving, reduction, credit or payment (in each case to the extent of the additional amount), such payment to be made within seven days of the receipt of the saving, reduction, credit or payment as the case may berelevant Tax Authority.
6.4 11.3 If any sum payable by the Seller a Covenantor to the a Purchaser under this Schedule 7 is deed shall be subject to Tax in the hands of the Purchaser, the Seller shall pay such additional amount as shall ensure that the net amount received by the a Purchaser shall be the amount that the payee (or would have received if the payment had not been subject to Taxsuch Tax but for the availability of a Purchasers’ Relief for which a claim has not been made under clause 2 (COVENANT)), then, except to the extent that the sum constitutes interest, that Covenantor shall be under the same obligation to make an increased payment in relation to such Tax as if it were a deduction or withholding required by law.
6.5 The Seller will inform 11.4 If a Covenantor makes an increased payment pursuant to clause 11.2 and the relevant Purchaser receives and utilises a Relief in respect of the result of any study conducted within twelve Tax that gave rise to such increased payment, that Purchaser shall reimburse that Covenantor such amount (12) months not exceeding the amount of the date of this agreement prepared by an outside expert engaged by the Seller or its Affiliates regarding the ownership of the common shares of XL Group plc by shareholders based Relief) as shall leave that Purchaser in the United Statessame position as it would have been in had no such deduction or withholding been required to be made.
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DEDUCTIONS FROM PAYMENTS, ETC. 6.1 All sums payable by either party (for these purposes, the “payer”) to the other party (for these purposes, the “payee”) under this Schedule 7 shall be paid free and clear of all deductions and withholdings whatsoever, and without any rights of counterclaim and set-off, save only as may be required by law.
6.2 If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in paragraph 6.1, the Seller shall be obliged to pay to the Purchaser such additional amount as will ensure that the net amount received by the Purchaser under this Schedule 7 will equal the full amount it would have received in the absence of any such requirement to make a deduction or withholding.
6.3 If, following the payment of an additional amount under paragraph 6.2, the Purchaser subsequently obtains a saving, reduction, credit or payment in respect of the deduction or withholding giving rise to such additional amount, the Purchaser shall pay to the Seller a sum equal to the amount of such saving, reduction, credit or payment (in each case to the extent of the additional amount), such payment to be made within seven days of the receipt of the saving, reduction, credit or payment as the case may be.
6.4 If any sum payable by the Seller to the Purchaser under this Schedule 7 is subject to Tax in the hands of the Purchaser, the Seller shall pay such additional amount as shall ensure that the net amount received by the Purchaser shall be the amount that the payee would have received if the payment had not been subject to Tax.
6.5 The Seller will inform the Purchaser of the result of any study conducted within twelve (12) months of the date of this agreement prepared by an outside expert engaged by the Seller or its Affiliates regarding the ownership of the common shares of XL Group plc by shareholders based in the United States.. PART B Conduct of the Tax Affairs of the Company
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Samples: Sale and Purchase Agreement
DEDUCTIONS FROM PAYMENTS, ETC. 6.1 11.1 All sums payable by either party (for these purposes, the “payer”) Covenantor to the other party (for these purposes, the “payee”) Purchaser under this Schedule 7 deed shall be paid free and clear of all deductions and or withholdings whatsoever, and without any rights of counterclaim and set-off, save only as may be required by law.
6.2 11.2 If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in paragraph 6.1sub-clause 11.1, the Seller Covenantor shall be obliged to pay to the Purchaser such additional sum as will, after the deduction or withholding has been made, leave the Purchaser with the same amount as will ensure that the net amount received by the Purchaser under this Schedule 7 will equal the full amount it would have received been entitled to receive in the absence of any such requirement to make a deduction or withholding.
6.3 If, following the payment of an additional amount under paragraph 6.2, the Purchaser subsequently obtains a saving, reduction, credit or payment in respect of the deduction or withholding giving rise to such additional amount, the Purchaser shall pay to the Seller a sum equal to the amount of such saving, reduction, credit or payment (in each case to the extent of the additional amount), such payment to be made within seven days of the receipt of the saving, reduction, credit or payment as the case may be.
6.4 11.3 If any sum payable by the Seller Covenantor to the Purchaser under this Schedule 7 is deed (other than interest under Clause 10 (DUE DATE OF PAYMENT) shall be subject to a Tax liability in the hands of the Purchaser, the Seller Covenantor shall pay be under the same obligation to make an increased payment in relation to that Tax liability as if the liability were a deduction or withholding required by law.
11.4 If the Purchaser has assigned the whole or part of the benefit of this deed, then sub-clauses 11.2 and 11.3 shall only apply to the extent that the Covenantor would have been obliged to make such payment or payments had no such assignment occurred.
11.5 If the Purchaser receives a credit for or refund of any Tax by reason of any deduction or withholding for or on account of Tax in respect of payments made under this deed it shall reimburse to the Covenantor such part of such additional amount amounts paid to it pursuant to this sub-clause 11.2 and 11.3 above as shall ensure that the net amount received by the Purchaser shall be certifies to the amount that the payee Covenantor will leave it (after such reimbursement) in no better and no worse position than it would have received been if the payment Covenantor had not been subject required to Taxmake such deduction or withholding.
6.5 The Seller will inform the Purchaser of the result of any study conducted within twelve (12) months of the date of this agreement prepared by an outside expert engaged by the Seller or its Affiliates regarding the ownership of the common shares of XL Group plc by shareholders based in the United States.
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DEDUCTIONS FROM PAYMENTS, ETC. 6.1 11.1 All sums payable by either party (for these purposes, the “payer”) Covenantor to the other party (for these purposes, the “payee”) Purchaser under this Schedule 7 schedule shall be paid free and clear of all deductions and or withholdings whatsoever, and without any rights of counterclaim and set-off, save only as may be required by lawlaw and, if any such deduction or withholding is required, the Covenantor shall provide such evidence satisfactory to the Purchaser, acting reasonably, that such deduction or withholding has been made and appropriate payment made to the relevant Tax Authority.
6.2 11.2 If any deductions or withholdings for, or on account of, Tax are required by law to be made from any of the sums payable as mentioned in paragraph 6.111.1 then, except to the extent that the sum constitutes interest, the Seller Covenantor shall be obliged to pay to the Purchaser such additional amount as will ensure that the net amount received by will, after such deduction or withholding has been made, leave the Purchaser under this Schedule 7 will equal with the full same amount as it would have received been entitled to receive in the absence of any such requirement to make a deduction or withholding.
6.3 If, following the payment of an additional amount under paragraph 6.2, the Purchaser subsequently obtains a saving, reduction, credit or payment in respect of the deduction or withholding giving rise to such additional amount, the Purchaser shall pay to the Seller a sum equal to the amount of such saving, reduction, credit or payment (in each case to the extent of the additional amount), such payment to be made within seven days of the receipt of the saving, reduction, credit or payment as the case may be.
6.4 11.3 If any sum payable by the Seller Covenantor to the Purchaser under this Schedule 7 schedule is subject required by law to be brought into charge to Tax within the United Kingdom in the hands of the Purchaser, then, except to the extent that the sum constitutes interest, the Covenantor shall pay such additional amount as shall be required to ensure that the total amount paid, less any Tax payable (or that would be payable but for the use of a Purchaser’s Relief) on or in respect of such amount, is equal to the amount that would be payable if the sum payable by the Covenantor were not required by law to be brought into charge to Tax in the hands of the Purchaser, the Seller .
11.4 The Purchaser shall pay use reasonable endeavours to obtain and utilise a Relief arising in respect of any deduction or withholding in respect of which an additional amount has been paid pursuant to paragraph 11.2 and in respect of any such additional amount as shall ensure and, to the extent that any such Relief is obtained and utilised by the net amount received by Purchaser, the Purchaser shall be pay to the Covenantor, within ten Business Days of utilising such Relief, such amount as will leave the Purchaser in the same after-Tax position as that the payee in which it would have received been if the payment no such deduction or withholding had not been subject required by law to Taxbe made.
6.5 The Seller will inform the Purchaser of the result of any study conducted within twelve (12) months of the date of this agreement prepared by an outside expert engaged by the Seller or its Affiliates regarding the ownership of the common shares of XL Group plc by shareholders based in the United States.
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