Common use of DEDUCTIONS FROM PAYMENTS, ETC Clause in Contracts

DEDUCTIONS FROM PAYMENTS, ETC. 11.1 All sums payable by a Covenantor to a Purchaser under this deed shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law. 11.2 If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in clause 11.1 then, except to the extent that the sum constitutes interest, the relevant Covenantor shall be obliged to pay to the relevant Purchaser such sum as will, after the deduction or withholding has been made, leave the relevant Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, and the relevant Covenantor shall provide such evidence satisfactory to the relevant Purchaser, acting reasonably, that such deduction or withholding has been made and appropriate payment paid to the relevant Tax Authority. 11.3 If any sum payable by a Covenantor to a Purchaser under this deed shall be subject to Tax in the hands of a Purchaser (or would have been subject to such 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. 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 Tax that gave rise to such increased payment, that Purchaser shall reimburse that Covenantor such amount (not exceeding the amount of the Relief) as shall leave that Purchaser in the same position as it would have been in had no such deduction or withholding been required to be made.

DEDUCTIONS FROM PAYMENTS, ETC. 11.1 6.1 All sums payable by a Covenantor either party (for these purposes, the “payer”) to a Purchaser the other party (for these purposes, the “payee”) under this deed Schedule 7 shall be paid free and clear of all deductions or and withholdings whatsoever, and without any rights of counterclaim and set-off, save only as may be required by law. 11.2 6.2 If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in clause 11.1 then, except to the extent that the sum constitutes interestparagraph 6.1, the relevant Covenantor Seller shall be obliged to pay to the relevant Purchaser such sum as will, after the deduction or withholding has been made, leave the relevant Purchaser with the same 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 been entitled to receive received in the absence of any such requirement to make a deduction or withholding. 6.3 If, and following the relevant Covenantor shall provide such evidence satisfactory to payment of an additional amount under paragraph 6.2, the relevant PurchaserPurchaser subsequently obtains a saving, acting reasonablyreduction, that such credit or payment in respect of the deduction or withholding has been made and appropriate payment paid giving rise to such additional amount, the Purchaser shall pay to the relevant Tax AuthoritySeller 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. 11.3 6.4 If any sum payable by a Covenantor the Seller to a the Purchaser under this deed shall be Schedule 7 is subject to Tax in the hands of a the Purchaser, the Seller shall pay such additional amount as shall ensure that the net amount received by the Purchaser (or shall be the amount that the payee would have received if the payment had not been subject to such 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 lawTax. 11.4 If a Covenantor makes 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 increased payment pursuant to clause 11.2 and outside expert engaged by the relevant Purchaser receives and utilises a Relief Seller or its Affiliates regarding the ownership of the common shares of XL Group plc by shareholders based in respect the United States. PART B Conduct of the Tax that gave rise to such increased payment, that Purchaser shall reimburse that Covenantor such amount (not exceeding the amount Affairs of the Relief) as shall leave that Purchaser in the same position as it would have been in had no such deduction or withholding been required to be made.Company

DEDUCTIONS FROM PAYMENTS, ETC. 11.1 6.1 All sums payable by a Covenantor either party (for these purposes, the “payer”) to a Purchaser the other party (for these purposes, the “payee”) under this deed Schedule 7 shall be paid free and clear of all deductions or and withholdings whatsoever, and without any rights of counterclaim and set-off, save only as may be required by law. 11.2 6.2 If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in clause 11.1 then, except to the extent that the sum constitutes interestparagraph 6.1, the relevant Covenantor Seller shall be obliged to pay to the relevant Purchaser such sum as will, after the deduction or withholding has been made, leave the relevant Purchaser with the same 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 been entitled to receive received in the absence of any such requirement to make a deduction or withholding. 6.3 If, and following the relevant Covenantor shall provide such evidence satisfactory to payment of an additional amount under paragraph 6.2, the relevant PurchaserPurchaser subsequently obtains a saving, acting reasonablyreduction, that such credit or payment in respect of the deduction or withholding has been made and appropriate payment paid giving rise to such additional amount, the Purchaser shall pay to the relevant Tax AuthoritySeller 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. 11.3 6.4 If any sum payable by a Covenantor the Seller to a the Purchaser under this deed shall be Schedule 7 is subject to Tax in the hands of a the Purchaser, the Seller shall pay such additional amount as shall ensure that the net amount received by the Purchaser (or shall be the amount that the payee would have received if the payment had not been subject to such 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 lawTax. 11.4 If a Covenantor makes an increased payment pursuant to clause 11.2 and 6.5 The Seller will inform the relevant Purchaser receives and utilises a Relief in respect of the Tax that gave rise to such increased payment, that Purchaser shall reimburse that Covenantor such amount result of any study conducted within twelve (not exceeding the amount 12) months of the Relief) as shall leave that Purchaser 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 same position as it would have been in had no such deduction or withholding been required to be madeUnited States.

DEDUCTIONS FROM PAYMENTS, ETC. 11.1 All sums payable by a the Covenantor to a the Purchaser under this deed schedule shall be paid free and clear of all deductions or withholdings whatsoever, 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. 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 clause paragraph 11.1 then, except to the extent that the sum constitutes interest, the relevant Covenantor shall be obliged to pay to the relevant Purchaser such sum additional amount as will, after the such deduction or withholding has been made, leave the relevant Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, and the relevant Covenantor shall provide such evidence satisfactory to the relevant Purchaser, acting reasonably, that such deduction or withholding has been made and appropriate payment paid to the relevant Tax Authority. 11.3 If any sum payable by a the Covenantor to a the Purchaser under this deed shall schedule is required by law to be subject brought into charge to Tax within the United Kingdom in the hands of a Purchaser (or would have been subject to such Tax but for the availability of a Purchasers’ Relief for which a claim has not been made under clause 2 (COVENANT))Purchaser, then, except to the extent that the sum constitutes interest, that the Covenantor shall pay such additional amount as shall be under required to ensure that the same obligation 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 make an increased payment 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 relation the hands of the Purchaser. 11.4 The Purchaser shall use reasonable endeavours to such Tax as if it were obtain and utilise a Relief arising in respect of any deduction or withholding required by law. 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 which an additional amount has been paid pursuant to paragraph 11.2 and in respect of any such additional amount and, to the Tax extent that gave rise to any such increased paymentRelief is obtained and utilised by the Purchaser, that the Purchaser shall reimburse that Covenantor pay to the Covenantor, within ten Business Days of utilising such Relief, such amount (not exceeding as will leave the amount of the Relief) as shall leave that Purchaser in the same after-Tax position as that in which it would have been in had if no such deduction or withholding had been required by law to be made.

DEDUCTIONS FROM PAYMENTS, ETC. 11.1 All sums payable by a the Covenantor to a the Purchaser under this deed shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law. 11.2 If any deductions or withholdings are required by law to be made from any of the sums payable as mentioned in sub-clause 11.1 then, except to the extent that the sum constitutes interest11.1, the relevant Covenantor shall be obliged to pay to the relevant Purchaser such sum as will, after the deduction or withholding has been made, leave the relevant Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, and the relevant Covenantor shall provide such evidence satisfactory to the relevant Purchaser, acting reasonably, that such deduction or withholding has been made and appropriate payment paid to the relevant Tax Authority. 11.3 If any sum payable by a the Covenantor to a the Purchaser under this deed (other than interest under Clause 10 (DUE DATE OF PAYMENT) shall be subject to a Tax liability in the hands of a Purchaser (or would have been subject to such Tax but for the availability of a Purchasers’ Relief for which a claim has not been made under clause 2 (COVENANT))Purchaser, 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 that Tax liability as if it 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 makes an increased payment such part of such additional amounts paid to it pursuant to this sub-clause 11.2 and 11.3 above as the relevant Purchaser receives certifies to the Covenantor will leave it (after such reimbursement) in no better and utilises a Relief in respect of the Tax that gave rise to such increased payment, that Purchaser shall reimburse that Covenantor such amount (not exceeding the amount of the Relief) as shall leave that Purchaser in the same no worse position as than it would have been in if the Covenantor had no not been required to make such deduction or withholding been required to be madewithholding.

DEDUCTIONS FROM PAYMENTS, ETC. 11.1 13.1 All sums payable by a Covenantor any Seller to a any Purchaser under this deed Schedule 9 shall be paid free and clear of all deductions or withholdings whatsoever, save only as may be required by law. 11.2 If Law and, if any deductions such deduction or withholdings are required by law to be made from any of the sums payable as mentioned in clause 11.1 then, except to the extent that the sum constitutes interestwithholding is required, the relevant Covenantor shall be obliged to pay to the relevant Purchaser such sum as will, after the deduction or withholding has been made, leave the relevant Purchaser with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, and the relevant Covenantor Seller shall provide such evidence satisfactory to the relevant Purchaser, acting reasonably, that such deduction or withholding has been made and appropriate payment paid made to the relevant Tax Authority. 11.3 13.2 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 13.1 then, except to the extent that the sum constitutes interest, the relevant Seller shall be obliged to pay to the relevant Purchaser(s) such additional amount as will, after such deduction or withholding has been made, leave the relevant Purchaser(s) with the same amount as they would have been entitled to receive in the absence of any such requirement for that Seller to make a deduction or withholding. 13.3 If any sum payable by a Covenantor any Seller to a any Purchaser under this deed shall Schedule 9 is required by Law to be subject brought into charge to Tax in the hands of a Purchaser (or would have been subject to such Tax but for the availability of a Purchasers’ Relief for which a claim has not been made under clause 2 (COVENANT))Purchaser, then, except to the extent that the sum constitutes interest, that Covenantor the relevant Seller shall pay such additional amount as shall be under required to ensure that the same obligation total amount received by the relevant Purchaser(s) is equal to make an increased payment in relation to such Tax as the amount that would have been received if it the sum payable by that Seller were a deduction or withholding not required by lawLaw to be brought into charge to Tax in the hands of the relevant Purchaser(s). 11.4 If a Covenantor makes an increased payment pursuant 13.4 The relevant Purchaser(s) shall use reasonable endeavours to clause 11.2 obtain and the relevant Purchaser receives and utilises utilise a Relief in respect of any deduction or withholding in respect of which an additional amount has been paid pursuant to paragraph 13.2 and in respect of any such additional amount and, to the Tax extent that gave rise any such Relief is obtained and utilised by the relevant Purchaser(s), the relevant Purchaser(s) shall pay to the relevant Seller, within ten Business Days of utilising such increased paymentRelief, that Purchaser shall reimburse that Covenantor such amount (not exceeding as will leave the amount of the Reliefrelevant Purchaser(s) as shall leave that Purchaser in the same after-Tax position as it that in which they would have been in had if no such deduction or withholding had been required by Law to be mademade in respect of the payment from that particular Seller.