Common use of Deductions from Payments Clause in Contracts

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. 8.1 (a) All sums payable by either the Warrantors to Seller or the Buyer Buyers under this Schedule Agreement shall be paid without any rights of counterclaim and set-off and free and clear of all deductions or withholdings of any set-offkind, counterclaim, deduction or withholding whatsoever save only as may be required by law. 8.2 If (b) Should any such party be required by law to make a deduction or withholding from any payment made pursuant to this Agreement (other than a payment by a Buyer of, or in respect of, the Purchase Price), the relevant party shall provide such evidence of the relevant withholding as is referred to in Paragraph 8.1 above is required by law the Warrantors other party may reasonably require and shall be obliged to: (a) pay to the Buyer on demand such additional sum as will, after such the deduction or withholding has been mademade and, leave after taking into account any credit or relief which the Buyer with the same net amount as it would have been entitled to other party may receive in the absence consequence of such deduction or withholding; (b) pay , leave that party with the same amount as the party would have received had no deduction or account for the full amount deducted or withheld to the relevant Tax Authority in accordance with applicable law; andwithholding been made. (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 paid by the Warrantors to the Buyer Seller under this Schedule shall be chargeable Agreement is subject to Tax by any Tax Authority in the hands of the Buyera Buyer (including where any Relief (as defined in Schedule 6.01) covers such Tax), the same obligation to make an increased payment Seller shall pay such additional amount 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 ensure that the aggregate amount paid less the Tax 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 such amount (or which would be payable but for such Relief) shall be the amount that the Seller would have paid if the payment had not been subject to Tax provided that this Clause 6.02(c) shall not operate to increase the Seller’s liability to the extent that the Tax in question would not have arisen but for (i) any assignment by a Buyer has, having made all reasonable efforts to do so, obtained of the benefit of any this Agreement, or (ii) either of the Buyers becoming resident for tax credit, the Buyer shall reimburse the Warrantors such amount as will leave the Buyer purposes in the same position it would have been in had no such increased payment been madea jurisdiction other than its jurisdiction of incorporation.

Deductions from Payments. 8.1 13.1 All sums payable by the Warrantors Seller to the Buyer Purchaser under this Schedule shall be paid free and clear of all deductions or withholdings of any set-offkind, counterclaim, deduction or withholding whatsoever save only as may be required by any applicable law. 8.2 If 13.2 Subject to paragraph 13.4, if any such deduction or withholding as is referred to in Paragraph 8.1 above is required by law to be made from any amount payable by the Warrantors Seller to the Purchaser under this Schedule, the Seller shall be obliged to: (a) to pay to the Buyer on demand Purchaser such additional sum increased amount as will, after such the deduction or withholding has been made, leave the Buyer Purchaser with the same net amount as it would have been entitled to receive in the absence of any such requirement to make a 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 13.3 Subject to paragraph 13.4, if any sum payable by the Warrantors Seller to the Buyer Purchaser under this Schedule shall be chargeable subject to Tax by any Tax Authority in the hands of the BuyerPurchaser, the same obligation Seller shall pay to make an increased payment as is referred to in Paragraph 8.2 shall apply in relation to the Purchaser 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 additional amount as will leave the Buyer Purchaser, after any such Tax on the aggregate of the sum and any such additional amount, with the amount the Purchaser would have received if any such sum had not been so subject to Tax. 13.4 The Seller shall not be obliged to pay any increased or additional amounts under paragraphs 13.2 or 13.3 in respect of any withholding, deduction or Tax (i) in circumstances where such withholding, deduction or Tax would not have arisen but for the right of the Purchaser to receive such payment having been assigned to any other person, or (ii) to any greater extent than would have arisen had the recipient of the payment been subject to Tax in respect of the payment solely in the same position it would have been in had no such increased payment been madeUnited Kingdom.

Deductions from Payments. 8.1 (i) Any payments of indemnity will be paid by the Sellers and may be withdrawn by Purchaser or the Parent from the Escrow Account to satisfy any claim. All sums payable by the Warrantors any Seller to the Buyer Purchaser or the Parent under this Schedule Article V shall be paid free and clear of any set-offall deductions or withholdings whatsoever, counterclaim, deduction or withholding whatsoever save only as may be required by law. 8.2 (ii) If any such deduction deductions or withholding as is referred to in Paragraph 8.1 above is withholdings are required by law to be made from any of the Warrantors sums payable as mentioned in sub-paragraph V.2(i) of this clause, the Sellers shall be obliged to: (a) to pay to the Buyer on demand Purchaser or the Parent such additional sum as will, after such the deduction or withholding has been made, leave the Buyer Purchaser or Parent with the same net amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding;. (biii) 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 tax shall be payable by the Warrantors Purchaser or Parent on any sum paid by the Sellers to the Buyer Purchaser or the Parent under this Schedule Agreement, the Sellers shall be chargeable obliged to Tax by any Tax Authority in pay to the hands of Purchaser or the Buyer, the same obligation to make an increased payment as is referred to in Paragraph 8.2 shall apply in relation to Parent such sum as if it were a deduction will, after the payment of such tax has been made by the Purchaser 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 Parent, leave the Warrantors make an increased payment pursuant to this Paragraph 8 in respect of which Purchaser or the Buyer has, having made all reasonable efforts to do so, obtained Parent with the benefit of any tax credit, the Buyer shall reimburse the Warrantors such same amount as will leave the Buyer in the same position it would have been entitled to receive in had no the absence of any such increased payment been maderequirement to pay tax.

Deductions from Payments. 8.1 11.1 All sums payable by the Warrantors Seller to the Buyer under this Schedule shall be paid without any rights of counterclaim and set-off and free and clear of all deductions or withholdings of any set-offkind, counterclaim, deduction or withholding whatsoever save only as may be required by law. 8.2 If any such 11.2 Should the Seller be required by law to make a deduction or withholding as is from any payment referred to in Paragraph 8.1 above is required by law this Agreement, the Warrantors Seller shall be obliged to: (a) provide such evidence of the relevant withholding as the Buyer may reasonably require and shall pay to the Buyer on demand such additional sum as will, after such the deduction or withholding has been made, leave the Buyer with the same net amount as it the Buyer would have been entitled to receive in the absence of such received had no 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 Authoritywithholding been made. 8.3 11.3 If any sum payable by the Warrantors Seller to the Buyer under this Schedule shall be chargeable Agreement is subject to Tax by any Tax Authority in the hands of the Buyer, the same obligation to make an increased payment Seller shall pay such additional amount as is referred to in Paragraph 8.2 shall apply in relation to such sum as if it were a deduction or withholding required ensure that the net amount received by law unless the Buyer shall be the amount payable under this Schedule relates that the Buyer would have received if the payment had not been subject to an expense which is deductible for corporation tax purposesTax. 8.4 11.4 If the Warrantors make an increased payment pursuant Buyer would, but for the availability of a Buyer’s Relief, incur a Taxation liability falling within paragraph 11.3, it shall be deemed for the purposes of that paragraph to this Paragraph 8 in respect of which have incurred and paid that liability. 11.5 If the Buyer has, having made all reasonable efforts to do so, obtained assigns the benefit of any tax creditthis Tax Covenant or this Agreement, the Buyer Seller shall reimburse not be liable pursuant to paragraph 11.2 or paragraph 11.3, save to the Warrantors such amount as will leave extent that the Buyer in the same position it Seller would have been in so liable had no such increased payment been madeassignment occurred.

Deductions from Payments. 8.1 7.1 All sums payable by the Warrantors Covenantors to the Buyer Purchaser under this Schedule deed shall be paid free and clear of any set-offall deductions or withholdings whatsoever, counterclaim, deduction or withholding whatsoever save only as may be required by law. 8.2 7.2 If any such deduction or withholding as is referred to in Paragraph 8.1 above respect of Tax or otherwise is required by law to be made from any of the Warrantors sums payable as mentioned in clause 7.1, the Covenantors shall be obliged to: (a) to pay to the Buyer on demand Purchaser such additional greater sum as will, after such deduction or withholding as is required to be made has been mademade (taking into account any Relief which is or will be received by the Purchaser by reason of such deduction or withholding), leave the Buyer Purchaser with the same net amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding;. (b) pay 7.3 All sums payable by the Covenantors under this deed are to be paid in the currency or account for the full amount deducted or withheld currencies appropriate to the relevant Assessment as a result of which the liability to make a payment of Tax Authority in accordance with applicable law; andhas arisen. (c) furnish 7.4 The Purchaser may direct the Covenantor to pay to any Group Company any sums due to the Buyer Purchaser under this deed and such payment shall be treated as a payment to the original, or Purchaser and not a certified copy, of a receipt or other document evidencing such payment to the relevant Tax AuthorityGroup Company. 8.3 If any sum payable 7.5 In the event of an assignment by the Warrantors to the Buyer under this Schedule shall be chargeable to Tax by any Tax Authority in the hands Purchaser of the Buyerterms of this Deed pursuant to clause 12.4, the same obligation Covenantors shall not be required to make an increased payment as is referred pay to in Paragraph 8.2 shall apply in relation to any such assignee a greater 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 than they would have been in obliged to pay to the Purchaser by virtue of clause 7.2, had no such increased payment been madeassignment not taken place.

Deductions from Payments. 8.1 All sums payable 4.1 Except as required by law all payments under this schedule shall be made gross, free of any rights of counterclaim or set-off and without any deductions or withholdings of whatever nature save that the Sellers shall be entitled to set off against any payments due under this schedule any unpaid Consideration that is due to them. 4.2 If any deduction or withholding is required by law to be made from any payment by the Warrantors Sellers under this schedule, the Sellers undertake to pay to the Buyer under this Schedule shall be paid free and clear of any set-off, counterclaim, deduction or withholding whatsoever save only such additional amount as may be required is necessary to ensure that the net receipt by law. 8.2 If the Buyer (after any such deduction or withholding as withholding) is referred equal to the amount which it would have received and retained had the payment in Paragraph 8.1 above question not been subject to deduction or withholding. 4.3 If the Buyer or the Company is required by law liable to make a payment of Taxation in respect of any payment under this schedule (or would have been so liable but for the Warrantors shall be obliged to: (a) availability of any Relevant Pre-Completion Relief or any Post-Completion Relief or right to repayment of Taxation which relates to any period after Completion), the Sellers undertake to 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 required to receive in be paid under paragraph 4.2 had the absence amount 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, payment 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 Taxation been a deduction or withholding required by law unless from the amount payable under this Schedule relates payment which gave rise to an expense which is deductible for corporation tax purposesthe liability to make such payment of Taxation. 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.