Common use of Method of Payment and set off Clause in Contracts

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. 16.6.1 Payments (including payments 15.6.1 Any adjustments to such repayment 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 Clause 8.4 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, 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 Group Companies. 15.6.2 The repayment of an Estimated Intra-Group Financing Receivables to be made to a Group Company or the repayment of an Estimated Intra-Group Financing Payable to be made by a member of the Seller’s Group pursuant to Clause 7.8.1 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 Group Companies. 16.6.3 15.6.3 Any payments pursuant to this Agreement shall be made in cash, in full, without any set-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 7.8.1 and 15.6.2; or (b) in relation to adjustments to those repayments pursuant to Clause 8.4, 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 8.3 may be set off against each other to produce a net sum. 16.6.4 15.6.4 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 telegraphic or other electronic means transfer to be effected) effected on or before the due date for payment. 16.6.5 15.6.5 Payment of a sum in accordance with this Clause 16.6 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. 16.6.1 Payments (including payments 15.6.1 Any adjustments to such repayment 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 Clause 8.4 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, 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 Group Companies. 15.6.2 The repayment of an Estimated Intra-Group Financing Receivables to be made to a 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 7.7.1 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 Group Companies. 16.6.3 15.6.3 Any payments pursuant to this Agreement shall be made in cash, in full, without any set-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 7.7.1 and 15.6.2; or (b) in relation to adjustments to those repayments pursuant to Clause 8.4, 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 8.3 may be set off against each other to produce a net sum. 16.6.4 15.6.4 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 telegraphic or other electronic means transfer to be effected) effected on or before the due date for payment. 16.6.5 15.6.5 Payment of a sum in accordance with this Clause 16.6 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. 16.6.1 15.6.1 Payments (including payments pursuant to an indemnity, compensation or reimbursement provision) made or expressed to be made by the Purchaser or the and 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 any Shares (including the Company underlying Flu Group Companies transferred (directly or indirectly) by reason of the transfer of the Share) or any those Shares), assets or liabilities liabilities, transferred pursuant to this AgreementAgreement and the Local Transfer Documents, be made or received (as the case may be) by: (i) the Seller, for itself or as agent on behalf of the relevant Business Share Seller or the Share Business Seller (each in respect of the Shares and/or assets and liabilities to be transferred by it pursuant to this Agreement including, in and the case of the Share Seller, the ShareLocal Transfer Documents); and (ii) the Purchaser, for itself or as agent on behalf of the relevant members of the Purchaser’s Group (each in respect of Shares and/or the assets and liabilities to be transferred to by it pursuant to this Agreement, including Agreement and the ShareLocal Transfer Documents). 16.6.2 Payments pursuant to 15.6.2 Except as otherwise provided for in this Agreement shall be settled by payments between the SellerAgreement, 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 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 15.6.3 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 15.6.4 Payment of a sum in accordance with this Clause 16.6 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. 16.6.1 Payments (including Except as set out in Clause 16.6.2, 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, for itself and on behalf of the Relevant Sellers, and the Purchaser. 16.6.2 The repayment of the Estimated Intra-Group Financing Receivables and the Estimated Intra-Group Financing 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 members of the Purchaser’s GroupGroup Companies. 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), except that payments due between the Seller (whether for itself or on behalf of the Relevant Sellers) and the Purchaser: (a) in relation to repayments of the Estimated Intra-Group Financing Payables and Estimated Intra-Group Financing Receivables pursuant to Clause 6.4.3; or (b) in relation to adjustments to those repayments pursuant to Clause 7.4, respectively, may be netted against each other to produce a net sum, and any obligation to pay the net sum shall be set off against any entitlement to receive any other payments then due under Clause 6 or Clause 7 of this Agreement. 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.