Liability to pay. The Department’s liability to pay the Contractor the Contract Price arises only upon the Contractor advising the Department in writing of all relevant details of the Contractor’s Bank Account. If the Contractor changes any details of the Contractor’s Bank Account, the Department has no obligation to pay any part of the Contract Price until the Contractor advises the Department of the change in writing. The Contractor must Notify the Department of any such change to the Contractor's Bank Account no later than 14 days before a payment by the Department is due ('Cut-off Date').
Liability to pay. WorkPac and the Client will agree when the Service Fees become payable. This will be set out in the Job Order Confirmation and/or Contract.
Liability to pay. 2.1 Subject to clause 5 below, the Sellers severally covenant with Parent that they will pay to Parent by way of an adjustment to the Consideration an amount equal to the relevant proportion (as defined below) of any liability for Taxation of the Company and each of the Subsidiaries which has arisen or may arise wholly or partly in respect of or in consequence of any act or omission occurring on or before the Closing Date (including, without prejudice to the generality of the foregoing, the execution or performance of the Agreement), and the amount of any reasonable costs, fees or expenses incurred in investigating, assessing or contesting that liability.
2.2 The Sellers severally covenant with Parent that, if the Company or any of the Subsidiaries (being registered as a member of a VAT group, in this clause called "the group"):-
(a) is liable to account for VAT on supplies made by other members of the group (not being the Company or any of the Subsidiaries), after the date hereof but before the date of cancellation of the group registration; or
(b) is not entitled to full credit or deduction for any input tax incurred in respect of supplies made in the period mentioned in (a) above to the Company or any of the Subsidiaries, such supplies otherwise giving entitlement to such full credit or deduction, they will pay to Parent an amount equal to the relevant proportion (as defined below) of any such liability or lack of entitlement as mentioned in (a) and (b) above and to any reasonable costs, fees or expenses incurred in investigating, assessing or contesting such liability or lack of entitlement.
2.3 For the purposes of this schedule the "relevant proportion" is the Pro Rata Share of the Seller (determined in accordance with section 1.1(a) of the Agreement).
2.4 The provisions of section 7.5(b) of the Agreement shall apply to the payment of claims made under this schedule.
Liability to pay. Each relevant Shareholder shall be liable (jointly and severally in the case of joint Shareholders) to pay, in accordance with the relevant notice, every call and shall remain liable to do so notwithstanding the subsequent transfer of the relevant Shares.
Liability to pay. If any payment due to be made by the Vendor under this Deed is not made on the due date for payment the Vendor shall pay interest on such sum for the period from and including the due date up to the date of actual payment (after as well as before judgement) in accordance with this Clause 5.
Liability to pay. The Sellers severally and not jointly (einzelschuldnerisch) covenant with the Parent to pay to the Parent, in proportion to their Liability Percentages, an amount equal to any Tax Liability: (i) of the Company; or (ii) in respect of the matters falling within sub-paragraphs (c) to (i) below, of the Parent or any person connected after Completion with the Parent (including for the avoidance of doubt the Buyer and the Company), arising directly or indirectly in respect of or as a consequence of or by reference to:
(a) any income, profits or gains earned, accrued or received on or before the Merger Completion Date;
(b) any Event which occurred on or before the Merger Completion Date;
(c) a failure to discharge Tax by any company or person with which the Company has been, or has been treated as being, connected or otherwise associated on or before the Merger Completion Date, or by any company or person which at any time after Completion is treated as connected or associated in any way with, any Seller for any Tax purpose (other than the Company, the Buyer or any member of the Parent’s Tax Group);
(d) an option or other right to acquire securities or interest in securities or Phantom Right granted or acquired prior to the Merger Completion Date or in respect of the exercise, acceleration or satisfaction of any such option or right or Phantom Right or any other Event in relation to such option or right or Phantom Right, in each case where such option or right or Phantom Right comprises or relates to securities in the Company or was granted by the Company or acquired by any officer or employee of the Company in connection with their involvement with the Company (except for VAT in respect of which the Company is able to recover a corresponding amount of input VAT where such input VAT is not an Accounts Relief);
(e) any securities or interest in securities acquired on or before the Merger Completion Date or as a result of a right or obligation (whether or not legally binding) created on or before the Merger Completion Date;
(f) any person (other than the Company, the Buyer or any member of the Parent’s Tax Group) making a payment or providing a loan, benefit or payment (otherwise than with the express written agreement of the Parent or, after the Merger Completion Date, the Company) to any person to the extent that, and in circumstances where, such payment or benefit constitutes remuneration for acts undertaken for, or services rendered to, the Company by any curre...
Liability to pay. The Seller covenants with the Buyer to pay to the Buyer, by way of adjustment to the consideration for the sale of the Sale Shares (to the extent legally permissible), an amount equal to any Tax Liability (i) of the Company; or (ii) in respect of the matters falling within sub-paragraphs (C) to (H) below, of the Buyer or any person connected after Closing with the Buyer, arising directly or indirectly in respect of or as a consequence of or by reference to:
Liability to pay. The legal representatives of the Class Members and the Cloud Class Members shall pay to the Trustee and the Trustee shall receive the Designated Amount on the Implementation Date.
Liability to pay. The Warrantors covenant with the Buyer to pay to the Buyer an amount equal to any Tax Liability of the Company arising directly or indirectly in respect of or as a consequence of or by reference to:
(A) any income, profits or gains earned, accrued or received on or before Completion;
(B) any Event which occurred on or before Completion;
(C) any liability for inheritance tax which:
(1) has at Completion given rise to a charge on any of the shares or assets of the Company or given rise to a power to sell, mortgage or charge any of the shares or assets of the Company; or
(2) after Completion gives rise to a charge on any of the shares or assets of the Company or gives rise to a power to sell, mortgage or charge any of the shares or assets of the Company and which arises as a result of a transfer of value occurring or being deemed to occur on or before Completion (whether or not in conjunction with the death of any person whenever occurring), provided that any right to pay Tax by instalments shall be disregarded and the provisions of section 213 Inheritance Tax Act 1984 shall not apply to any payment falling to be made under this Schedule;
(D) a failure to discharge Tax by any company or person with which the Company has been, or has been treated as being, connected or otherwise associated on or before Completion, or by any company or person which at any time after Completion is treated as connected or associated in any way with, any Seller for any Tax purpose (other than the Company, the Buyer or any member of the Buyer’s Tax Group);
(E) save in respect of the Share Trigger Shares, the Indemnity Shares and/or the Loan Notes, an option or other right to acquire securities or interest in securities granted or acquired prior to Completion or in respect of the exercise of any such option or right or any other Event in relation to such option or right, in each case where such option or right relates to securities in the Company or was granted by the Company or acquired by any officer or employee of the Company;
(F) save in respect of the Share Trigger Shares, the Indemnity Shares and/or the Loan Notes, any employment-related securities (as defined for the purposes of Part 7 ITEPA) or interest in any employment-related securities acquired before Completion or as a result of a right or obligation (whether or not legally binding) created before Completion;
(G) a relevant step (as defined in Part 7A ITEPA (“Part 7A”)) being taken by a relevant third party person (as d...
Liability to pay. (1) The Federal Government is severally liable to make the single payment provided for in Section 4.02(1) (representing 8/11 (i.e., 72.7273%) of the Contribution Amount as at the date of such payment minus the Withheld Amount). Subject to Section 3.02 of this Agreement, the Federal Government will not be liable to pay any further amounts pursuant to this Agreement.
(2) The several liability of each of the PT Xxxxx nments under this Agreement added together will equal 3/11 (i. e., 27. 2727%) of the Co ntribution Amo unt as at the time that the liability is being determined.
(3) Each PT Government will be severally liable to pay a prop ort ion of the Contribution Amount as at t he time that the liability is being determined, such liability to be determined in accordance with Section 4.01(4). Subject to Section 3.02 of this Agreement, no PT Government will be liable to pay any further amounts pursuant to this Agreement as at the time that the liability is being determined.
(4) Each PT Government will be severally liable to pay the Sharing Proportion of such PT Government as at the time that the liability is being determined multiplied by 3/11 (i.e., 27. 2727%) of the Cont ribution Amount as at t he time that the liability is being determined.
(5) Notwithstanding any other pr ovision of this Agreement, for purposes of this Agreement, each FPT Government will be considered to have paid the Trustee hereunder as at any time an amount equal to t he sum of the Pro portionat e Cont ributions and the Proportionate Interest Amount of such PT Government as at such time. For greater certainty, the cr editing of the Proportionate Interest Amount of a PT Go vernment as against the required contributions of such PT Government is intended to give PT Governments credit for interest at the Treasury Xxxx Rate for any advance contr ibutions (such deemed interest being computed after their share of Disbursements).
