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.
Appears in 1 contract
Samples: Share Purchase Agreement (Circor International 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 Purchaser 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 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 PurchaserBuyer.
2.3 For the avoidance of doubt all amounts payable as a result of Notwithstanding any other provision of this schedule 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 be payable from pay the Joint Account and in accordance with clause 4 of Warrantors an amount equal to the AgreementTax credit.
Appears in 1 contract
Samples: Exhibit (Ems Technologies Inc)
Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the HHL 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 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 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 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.
Appears in 1 contract
Samples: Share Purchase Agreement (Circor International 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 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 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 77 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.
Appears in 1 contract