Common use of Deductions from Payments Clause in Contracts

Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the 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 Buyer 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 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 Buyer. 2.3 Notwithstanding any other provision of this Schedule if the Warrantors make an increased payment under paragraphs 2.1 or 2.2 and the Buyer is entitled to and utilises a Tax credit that arises with respect to that payment, the Buyer shall pay the Warrantors an amount equal to the Tax credit.

Appears in 1 contract

Sources: Exhibit (Ems Technologies Inc)

Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the Holdings 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 Buyer 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 part 4 of this Scheduleschedule. 2.2 If any amount payable under any claim under the Holdings 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 BuyerPurchaser. 2.3 Notwithstanding For the avoidance of doubt all amounts payable as a result of any other provision of this Schedule if schedule shall be payable from the Warrantors make an increased payment under paragraphs 2.1 or 2.2 Joint Account and in accordance with clause 4 of the Buyer is entitled to and utilises a Tax credit that arises with respect to that payment, the Buyer shall pay the Warrantors an amount equal to the Tax creditAgreement.

Appears in 1 contract

Sources: Share Purchase Agreement (Circor International Inc)

Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the 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 interest, penalties or other liability) by the Buyer 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 part 4 of this Scheduleschedule. 2.2 If any amount payable under any claim under the 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 Buyer. 2.3 Notwithstanding any other provision of this Schedule if the Warrantors make an increased payment under paragraphs 2.1 or 2.2 and the Buyer is entitled to and utilises a Tax credit that arises with respect to that payment, the Buyer shall pay the Warrantors an amount equal to the Tax credit.

Appears in 1 contract

Sources: Share Purchase Agreement (Stewart & Stevenson Services Inc)

Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the 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 Buyer 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 5.4 of Part part 4 of this Scheduleschedule. 2.2 If any amount payable under any claim under the 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 77 to the extent that such Tax arises or is increased as a consequence of any voluntary act of the BuyerPurchaser. 2.3 Notwithstanding any other provision of this Schedule if the Warrantors make an increased payment under paragraphs 2.1 or 2.2 and the Buyer is entitled to and utilises a Tax credit that arises with respect to that payment, the Buyer shall pay the Warrantors an amount equal to the Tax credit.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Stericycle Inc)

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 Buyer 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 part 4 of this Scheduleschedule. 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 BuyerPurchaser. 2.3 Notwithstanding For the avoidance of doubt all amounts payable as a result of any other provision of this Schedule if schedule shall be payable from the Warrantors make an increased payment under paragraphs 2.1 or 2.2 Joint Account and in accordance with clause 4 of the Buyer is entitled to and utilises a Tax credit that arises with respect to that payment, the Buyer shall pay the Warrantors an amount equal to the Tax creditAgreement.

Appears in 1 contract

Sources: Share Purchase Agreement (Circor International Inc)