Common use of Funding by Company Clause in Contracts

Funding by Company. 5.1 The Company agrees to contribute the Funding Amount towards the capital costs of the Works in respect of the Project. Unless otherwise stated in the Schedule: (a) the Funding Amount is inclusive of any tax that is payable in respect of it; and (b) if any tax (such as VAT) is payable in respect of any amounts received, then the Beneficiary shall be responsible for accounting for the same to HMRC at no additional cost to the Company. The Beneficiary shall diligently consider whether any taxes are so payable to ensure compliance with law; and (c) should any other tax legislation require the deduction of any amount in relation to tax, then this shall be at the sole risk of the Beneficiary. As such, any necessary deduction shall be made (whether by the Company, or by the Beneficiary, as applicable) from the Funding Amount such that the Company’s total liability under this Agreement is not increased. 5.2 The Company shall pay the Funding Amount in accordance with the payment schedule set out in the Schedule, or if none is stated, in full upon completion of the Works, and: (a) where any amount is payable on completion of the Works, it shall be conditional upon the issue of a certificate of completion in accordance with clause 6.2; and (b) in the event that the Company has paid any amounts to the Beneficiary in advance of the issue of a certificate of completion in accordance with clause 6.2 and: (i) the certificate of completion is not issued by the Longstop Date; or (ii) the Beneficiary otherwise abandons or discontinues the Works, or carries them on in such a manner that leads the Company to reasonably conclude that the Beneficiary does not intend to endeavour to complete the Works in a timely fashion, then (without prejudice to clause 2.3) the Company shall be entitled to a full refund of such pre-paid amounts of the Funding Amount. The Beneficiary shall pay the same to the Company within 21 days of a written demand by the Company, and any credit note required by the Company shall be issued by the Beneficiary within the same period. 5.3 The Company shall make payment of the Funding Amount (or any instalment thereof) to the Beneficiary within 30 days following the end of the month in which the Company receives a VAT invoice for such amount. 5.4 If the Company wishes to dispute the amount set out in an invoice, it shall notify the Beneficiary within 10 days following delivery of the invoice specifying the disputed amount and the grounds on which it claims that such amount is not due and payable. Late payment of any undisputed amount due and payable under any invoice shall carry interest from the due date to the date of payment at the rate of 2% per annum above the base rate of HSBC Bank plc from time to time. 5.5 The Funding Xxxxxx stated in the Schedule shall be the entirety of the Company’s financial commitment to the Beneficiary in respect of the Works. Such payment is a grant funding contribution and it is not anticipated that this will cover 100% of the cost of the relevant Works. All other costs of delivering the Works (including any cost overruns) must be met by the Beneficiary, unless the Agreement has been specifically varied by the parties to increase the Funding Amount. 5.6 In addition, the Funding Amount must not exceed the final total cost of the Works. If it otherwise would, then the Beneficiary must notify the Company, and the Funding Amount will be reduced so that it does not exceed 100% of the total cost of the Works. 5.7 If the Beneficiary receives any overpayment or any amount to which it is not entitled, or where any amount is repayable to the Company under this Agreement, this amount must be repaid to the Company and shall be a debt owed to Company. Company may offset this amount against any future amount payable by the Company or demand its repayment (in which case the Beneficiary will do so within 30 days). Any repayment by the Beneficiary must be made without any offsetting or deduction of any kind. 5.8 Where under this Agreement the Company would be entitled to claw back or withhold payment of the Funding Amount, the Company may (at its absolute discretion) agree to pay to the Beneficiary (or permit the Beneficiary to keep) a pro-rata amount properly reflecting the actual work undertaken by the Beneficiary and the benefits to the public realm of such works.