Method of Payment and set off. 16.6.1 Payments (including payments pursuant to an indemnity, compensation or reimbursement provision) made or expressed to be made by the Purchaser or the Seller pursuant to this Agreement or any claim for breach of this Agreement shall, insofar as the payment or claim relates to or affects the Share (including the Company by reason of the transfer of the Share) or any assets or liabilities transferred pursuant to this Agreement, be made or received (as the case may be) by:
(i) the Seller, for itself or as agent on behalf of the relevant Business Seller or the Share Seller (each in respect of the assets and liabilities to be transferred by it pursuant to this Agreement including, in the case of the Share Seller, the Share); and
(ii) the Purchaser, for itself or as agent on behalf of the relevant members of the Purchaser’s Group (each in respect of the assets and liabilities to be transferred to it pursuant to this Agreement, including the Share).
16.6.2 Payments pursuant to this Agreement shall be settled by payments between the Seller, on behalf of the relevant members of the Seller’s Group, and the Purchaser, on behalf of the relevant members of the Purchaser’s Group.
16.6.3 Any payments pursuant to this Agreement shall be made in full, without any set-off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed).
16.6.4 Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Seller or the Purchaser (as the case may be) on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment.
16.6.5 Payment of a sum in accordance with this Clause 16.6 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.
Method of Payment and set off. 15.7.1 Except as set out in Clause 15.7.2, payments (including payments pursuant to an indemnity, compensation or reimbursement provision ) made or expressed to be made by the Purchaser or the Sellers pursuant to this Agreement or any claim for breach of this Agreement shall, insofar as the payment or claim relates to or affects any Shares (including the underlying Target Group Companies transferred (directly or indirectly) by reason of the transfer of those Shares), assets or liabilities, transferred pursuant to this Agreement and the Local Transfer Documents, be made or received (as the case may be) by:
(i) the relevant Seller, for itself or on behalf of its Share Seller or Business Seller (each in respect of the Shares and/or assets and liabilities to be transferred by it pursuant to this Agreement and the relevant Local Transfer Documents); and
(ii) the Purchaser, for itself and on behalf of the relevant members of the Purchaser’s Group (each in respect of the Shares and/or the assets and liabilities to be transferred by it pursuant to this Agreement and the relevant Local Transfer Documents).
15.7.2 The repayment of the Estimated Intra-Group Non-Trade Receivables and the Estimated Intra-Group Non-Trade Payables pursuant to Clause 6.4.3 and any adjustments to such repayment pursuant to Clause 7.4 shall be settled by payments between the Seller, for itself and on behalf of the relevant members of the Seller’s Group, and the Purchaser, for itself and on behalf of the relevant Target Group Companies.
Method of Payment and set off. Any payments pursuant to this Agreement shall be made in full, without any set-off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by Applicable Law or as otherwise agreed). Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by Licensee or Licensor (as the case may be) on behalf of the Person entitled to payment on or before the due date for payment. Payment of a sum in accordance with this Clause 15.11 shall constitute a payment in full of the sum payable and shall be a valid discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment and the payer (and those on whose behalf such payment is being made) shall not be obligated to see to the application of the payment as between those on whose behalf payment is received.
Method of Payment and set off. 29.1. Without prejudice to clause 29.2, any payment to the Buyer or the Seller Parties pursuant to this agreement shall be made in full, without any set offs counterclaim, restriction or condition and without any deduction or withholding save as may be required by law or as otherwise agreed in writing by the Seller Parent and the Buyer, in which event, the payor shall pay such additional amounts as will result in the payee receiving a net amount equal to the full amount which would otherwise have been receivable had no such deduction or withholding been required.
29.2. Payment of a sum in accordance with this agreement shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.
Method of Payment and set off. 24.1 Any payments pursuant to this Agreement shall be made in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be permitted by Clause 3.1, Clause 11.3, required by law, or as otherwise agreed).
24.2 Save as expressly stated otherwise in this Agreement, any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Party entitled to the payment (reasonably in advance and in sufficient details to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment.
24.3 Payment of a sum in accordance with this Clause 24 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.
Method of Payment and set off. 13.6.1 Any adjustments to such repayment pursuant to Clause 6.4 may be settled by payments between the Seller, for itself and on behalf of the relevant members of the Seller’s Group, and the Purchaser, for itself and on behalf of the relevant G4Si Group Companies.
13.6.2 The repayment of an Estimated Intra-Group Financing Receivables to be made to a G4Si Group Company or the repayment of an Estimated Intra-Group Financing Payable to be made to a member of the Seller’s Group pursuant to Clause 5.7.1 may be settled by payments between the Seller (or a member of the Seller’s Group), for itself and on behalf of the relevant members of the Seller’s Group, and the Purchaser (or a member of the Purchaser’s Group), for itself and on behalf of the relevant G4Si Group Companies.
13.6.3 Any payments pursuant to this Agreement shall be made in cash, in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed), except that:
(i) payments due between the Seller and the Purchaser:
(a) in relation to repayments of the Estimated Intra-Group Financing Payables and Estimated Intra-Group Financing Receivables pursuant to Clause 5.7.1 and 13.6.2; or
(b) in relation to adjustments to those repayments pursuant to Clause 6.4, respectively, may be set off against each other to produce a net sum; and
(ii) payments due between the Seller and the Purchaser pursuant to Clause 6.3 may be set off against each other to produce a net sum.
13.6.4 Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Seller or the Purchaser (as the case may be) on behalf of the party entitled to the payment reasonably in advance and in sufficient detail to enable payment in cash by electronic transfer to be effected on or before the due date for payment.
13.6.5 Payment of a sum in accordance with this Clause 13.6 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.
Method of Payment and set off. 15.6.1 Any payments pursuant to this Agreement shall be made in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed). If any deductions or withholdings are required by law, the payer shall account to the relevant governmental authority or Tax Authority for the amount so required to be deducted or withheld and the payer shall be obliged to pay to the recipient such additional amounts as will ensure that the recipient receives, in total, an amount which after such deduction or withholding has been made, is no more and no less than it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.
15.6.2 Except as otherwise set out in this Agreement, any payments pursuant to this Agreement shall be effected by crediting for same day value the account(s) specified by the Sellers or the Purchaser (as the case may be) on behalf of the Party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment.
15.6.3 Payment of a sum in accordance with this Clause 15.6 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.
Method of Payment and set off. 13.6.1 Any payments pursuant to this Agreement shall be made in full, without any set-off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed).
13.6.2 Any payments pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Seller or the Purchaser (as the case may be) on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected) on or before the due date for payment.
13.6.3 Payment of a sum in accordance with this Clause 13.6 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer’s obligation to make such payment.
Method of Payment and set off. 13.8.1 Any payments pursuant to this Agreement shall be made in full, without any set off (other than pursuant to Clause 3.4.3), counterclaim, restriction or condition and without any deduction or withholding (save for any withholding or deduction required by law). To the extent that any deduction or withholding is required by law on any payment or such payment is subject to a charge to Tax in the hands of the recipient (other than any deduction or withholding or Tax attributable to the payment of the Consideration), then the party making such payment shall pay such additional amount as shall be required to ensure that the net amount received and retained by the recipient (after any deduction, withholding or Tax, and after giving credit for any Tax relief obtained by the recipient attributable to such withholding, deduction, Tax, or in respect of the matter giving rise to the payment) is equal to the full amount which would have been received and retained by the recipient if no such deduction or withholding had been required or if the relevant payment had not been subject to a charge to Tax; provided that no additional amount shall be payable in respect of a charge to Tax in the hands of the recipient to the extent that the charge to Tax has already been taken into account in calculating the amount of the relevant payment.
13.8.2 To the extent that a party has satisfied any liability to make an increased payment pursuant to Clause 13.8.1 and the recipient has (in the reasonable determination of the recipient) actually obtained the benefit of any repayment, refund, credit or saving of or relief from Tax as a result of the deduction or withholding or Tax in respect of which such increased payment was made, then, save to the extent already taken into account in calculating the amount of the increased payment, the recipient shall reimburse to the paying party such part of the additional amount paid to it under this Clause 13.8 as the recipient shall determine, acting reasonably, will leave the recipient (after such reimbursement) in no better and no worse position than the recipient would have been in if the paying party had not been required to make such deduction or withholding.
13.8.3 Where any sum constituting an indemnity, compensation, reimbursement or a payment in respect of a Seller Claim by any party (the “Claimant”) to this Agreement is paid to a person other than the Claimant but is treated as taxable in the hands of the Claimant, the payer (the “Pa...
Method of Payment and set off. 19.8.1 Any payments pursuant to this Agreement shall be made in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by law or as otherwise agreed).
19.8.2 Any payments pursuant to this Agreement shall be made by electronic transfer in immediately available cleared funds on the due date for payment. Confirmation that the amount due has been received by the transferee bank shall constitute a good discharge of the relevant payment obligation.
