Gross Payments Clause Samples

Gross Payments. Subject to clause 6.4, an Obligor must pay amounts which are payable by it under a Transaction Document unconditionally and in full without: (a) set-off or counterclaim; or (b) deduction or withholding for Tax or another reason, unless the deduction or withholding is required by applicable law.

Gross Payments. 15.1 If any amount payable to the Purchaser by the Seller: 15.1.1 in respect of or in connection with any Warranty being breached, untrue or misleading or any indemnity or undertaking; or 15.1.2 under any other clause of this agreement is subject to Taxation, such additional amounts shall be paid to the Purchaser by the Seller so as to ensure that the net amount received by the Purchaser is equal to the amount the Purchaser should have received had the payment not been so subject to Taxation.

Gross Payments. All payments to be made by the Company hereunder are gross, i.e. subject to the social security charges and other charges due under applicable law and the pension plan of the Company.

Gross Payments. All payments by the Purchaser to the Company and/or the Shareholders are in gross terms and if the Purchaser is required to deduct at source or to pay any taxes (including VAT), levies or fees in Russia on or in respect of such payments, any amounts of any taxes, levies or fees paid by the Purchaser will be deducted from the consideration.

Gross Payments. Section 2(c) of the ISDA Master Agreement shall not apply to the Transaction evidenced by this Confirmation.

Gross Payments. 13.1 All sums payable under this Agreement shall be paid free and clear of all deductions and withholdings whatsoever, save only as may be required by law. If any deductions or withholdings are required by law to be made from any such sums (with the exception of deductions and withholdings that are required by law to be made from the consideration for the sale of the Shares to which sub-clause 13.2 shall instead apply) then to the extent that they are not expressed to be paid on an after-Tax basis, the party liable to make the payment shall pay to the recipient such sums as will, after the deduction or withholding is made, leave the recipient 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. 13.2 If any deductions or withholdings are required by law to be made from the consideration for the sale of the Shares, the Purchaser shall pay to the Seller such sums as will, after the deduction or withholding is made, leave the Seller 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 for such purpose the amount the Seller would have been so entitled to receive shall be the Share Purchase Price as referred to in clause 3 (Consideration). 13.3 The parties agree for the avoidance of doubt that: (A) where the Purchaser makes a deduction or withholding from the consideration for the sale of the Shares as paid on Completion, the Purchaser shall not and shall not be Table of Contents entitled to set off or otherwise deduct, or take into account any amount which it is owed or may claim, claims or has claimed by or from the Seller (including any amount which it may claim, claims or has claimed under sub-clause 2.3 of the Tax Covenant) against its liability to pay an increased amount to the Seller as provided for in sub-clause 13.2; and (B) where the Purchaser has made no deduction or withholding from the consideration for the sale of the Shares as paid on Completion and subsequently the Seller pays an amount to the Purchaser under sub-clause 2.3 of the Tax Covenant in respect of a liability for an amount which should have been deducted or withheld from such consideration, the Seller shall not be entitled to claim that the making of such payment under sub-clause 2.3 of the Tax Covenant has reduced the amount it has received so as to result in a further payment being due to it under sub-clause 13.2.

Gross Payments. Subject to Clause 7.3, a Guarantor must pay amounts which are payable by it under this Deed unconditionally and in full without: (a) set-off or counter claim; or (b) deduction or withholding for Tax or another reason, unless the deduction or withholding is required by applicable law.

Gross Payments. If any amount payable to the Purchaser by the Vendor: (A) in respect of or in connection with any Warranty being breached, untrue or misleading or any indemnity or undertaking, or (B) under any other clause of this Agreement is subject to Taxation, such additional amounts shall be paid to the Purchaser by the Vendor so as to ensure that the net amount received by the Purchaser is equal to the amount the Purchaser should have received had the payment not been so subject to Taxation.