Common use of MISCELLANEOUS COMPENSATION PROVISIONS Clause in Contracts

MISCELLANEOUS COMPENSATION PROVISIONS. Gross Up of Termination Payments If any amount of compensation payable by the Authority (whether payable as a lump sum or instalments) under clauses 52 (Compensation on Termination for Force Majeure), 49 (Compensation on Termination for Authority Default/ Voluntary Termination) and 50 (Compensation on Termination for Corrupt Gifts, Fraud and Refinancing Breaches) is subject to Tax payable to a Relevant Authority in the United Kingdom, then the Authority shall pay to the Contractor such additional amount as will put the Contractor in the same after Tax position as it would have been in had the payment not been subject to Tax taking account of any relief, allowances deduction, setting off or credit in respect of Tax (whether available by choice or not) which may be available to the Contractor to reduce the Tax to which the payment is subject. Set Off on Termination Except where expressly stated otherwise, the Authority is not entitled to set off any amount against any payment of termination compensation (whether payable as a lump sum or instalments) under clause 52 (Compensation on Termination for Force Majeure), clause 49 (Compensation on Termination for Authority Default/Voluntary Termination), and clause 50 (Compensation on Termination for Corrupt Gifts Fraud and Refinancing Breaches) save to the extent that after such an amount has been set off, the termination payment made would be an amount greater than or equal to the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount, as the case may be, at that time. Exclusivity of Remedy Any and all sums irrevocably paid by the Authority to the Contractor under this Part 7 shall be in full and final settlement of each Party's rights and claims against the other for breaches and/or termination of this Agreement or any Project Document whether under contract, tort, restitution or otherwise, but without prejudice to: any antecedent liability of the Contractor to the Authority which the Authority has been unable to set off pursuant to clause 55.2 (Set Off on Termination); any antecedent liability of either Party to the other that arose prior to the Termination Date (but not from the termination itself) to the extent such liability has not already been taken into account in determining or agreeing the Authority Default Termination Sum, Adjusted Highest Compliant Tender Price, or Termination Sum as the case may be; and any liabilities arising in respect of any breach by either Party of their obligations under clause 46.3 (Continuing Obligations) which arises or continues after the Termination Date to the extent not taken into account in the calculation of any Termination Sum or other payment of compensation on termination pursuant to this Agreement. METHOD OF PAYMENT Termination Sum The Authority shall pay to the Contractor the Termination Sum, together with any interest on any Base Senior Debt Termination Amount or Revised Senior Debt Termination Amount element of the Termination Sum at the Senior Debt Rate on or before the date falling forty (40) Business Days after the Notice Date provided that it may elect to pay the Adjusted Estimated Fair Value of the Contract or the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount (as relevant) element of the Termination Sum in accordance with clause 56.2 (Instalments). Where this Agreement terminates pursuant to clause 41.2 (Termination on Authority Default) the Authority shall pay to the Contractor the Authority Default Termination Sum on the Termination Date.

MISCELLANEOUS COMPENSATION PROVISIONS. Gross Up of Termination Payments If any amount of compensation payable by the Authority (whether payable as a lump sum or instalments) under clauses 52 (Compensation on Termination for Force Majeure), 49 (Compensation on Termination for Authority Default/ Voluntary Termination) and 50 (Compensation on Termination for Corrupt Gifts, Fraud and Refinancing Breaches) is subject to Tax payable to a Relevant Authority in the United Kingdom, then the Authority shall pay to the Contractor such additional amount as will put the Contractor in the same after Tax position as it would have been in had the payment not been subject to Tax taking account of any relief, allowances deduction, setting off or credit in respect of Tax (whether available by choice or not) which may be available to the Contractor to reduce the Tax to which the payment is subject. Set Off on Termination Except where expressly stated otherwise, the Authority is not entitled to set off any amount against any payment of termination compensation (whether payable as a lump sum or instalments) under clause 52 (Compensation on Termination for Force Majeure), clause 49 (Compensation on Termination for Authority Default/Voluntary Termination), and clause 50 (Compensation on Termination for Corrupt Gifts Fraud and Refinancing Breaches) save to the extent that after such an amount has been set off, the termination payment made would be an amount greater than or equal to the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount, as the case may be, at that time. Exclusivity of Remedy Any and all sums irrevocably paid by the Authority to the Contractor under this Part 7 shall be in full and final settlement of each Party's rights and claims against the other for breaches and/or termination of this Agreement or any Project Document whether under contract, tort, restitution or otherwise, but without prejudice to: any antecedent liability of the Contractor to the Authority which the Authority has been unable to set off pursuant to clause 55.2 (Set Off on Termination); any antecedent liability of either Party to the other that arose prior to the Termination Date (but not from the termination itself) to the extent such liability has not already been taken into account in determining or agreeing the Authority Default Termination Sum, Adjusted Highest Compliant Tender Price, or Termination Sum as the case may be; and any liabilities arising in respect of any breach by either Party of their obligations under clause 46.3 (Continuing Obligations) which arises or continues after the Termination Date to the extent not taken into account in the calculation of any Termination Sum or other payment of compensation on termination pursuant to this Agreement. METHOD OF PAYMENT Termination Sum The Authority shall pay to the Contractor the Termination Sum, together with any interest on any Base Senior Debt Termination Amount or Revised Senior Debt Termination Amount element of the Termination Sum at the Senior Debt Rate on or before the date falling forty (40) Business Days after the Notice Date provided that it may elect to pay the Adjusted Estimated Fair Value of the Contract or the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount (as relevant) element of the Termination Sum in accordance with clause 56.2 (Instalments). Where this Agreement terminates pursuant to clause 41.2 (Termination on Authority Default) the Authority shall pay to the Contractor the Authority Default Termination Sum on the Termination Date.:

MISCELLANEOUS COMPENSATION PROVISIONS. Gross Up of Termination Payments If any amount of compensation payable by the Authority (whether payable as a lump sum or instalments) under clauses 52 (Compensation on Termination for Force Majeure), 49 (Compensation on Termination for Authority Default/ Voluntary Termination) and 50 (Compensation on Termination for Corrupt Gifts, Fraud and Refinancing Breaches) is subject to Tax payable to a Relevant Authority in the United Kingdom, then the Authority shall pay to the Contractor such additional amount as will put the Contractor in the same after Tax position as it would have been in had the payment not been subject to Tax taking account of any relief, allowances deduction, setting off or credit in respect of Tax (whether available by choice or not) which may be available to the Contractor to reduce the Tax to which the payment is subject. Set Off on Termination Except where expressly stated otherwise, the Authority is not entitled to set off any amount against any payment of termination compensation (whether payable as a lump sum or instalments) under clause 52 (Compensation on Termination for Force Majeure), clause 49 (Compensation on Termination for Authority Default/Voluntary Termination), and clause 50 (Compensation on Termination for Corrupt Gifts Fraud and Refinancing Breaches) save to the extent that after such an amount has been set off, the termination payment made would be an amount greater than or equal to the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount, as the case may be, at that time. Exclusivity of Remedy Any and all sums irrevocably paid by the Authority to the Contractor under this Part 7 shall be in full and final settlement of each Party's rights and claims against the other for breaches and/or termination of this Agreement or any Project Document whether under contract, tort, restitution or otherwise, but without prejudice to: any antecedent liability of the Contractor to the Authority which the Authority has been unable to set off pursuant to clause 55.2 (Set Off on Termination); any antecedent liability of either Party to the other that arose prior to the Termination Date (but not from the termination itself) to the extent such liability has not already been taken into account in determining or agreeing the Authority Default Termination Sum, Adjusted Highest Compliant Tender Price, or Termination Sum as the case may be; and any liabilities arising in respect of any breach by either Party of their obligations under clause 46.3 (Continuing Obligations) which arises or continues after the Termination Date to the extent not taken into account in the calculation of any Termination Sum or other payment of compensation on termination pursuant to this Agreement. METHOD OF PAYMENT Termination Sum The Authority shall pay to the Contractor the Termination Sum, together with any interest on any Base Senior Debt Termination Amount or Revised Senior Debt Termination Amount element of the Termination Sum at the Senior Debt Rate on or before the date falling forty (40) Business Days after the Notice Date provided that it may elect to pay the Adjusted Estimated Fair Value of the Contract or the Base Senior Debt Termination Amount or the Revised Senior Debt Termination Amount (as relevant) element of the Termination Sum in accordance with clause 56.2 (Instalments). Where this Agreement terminates pursuant to clause 41.2 (Termination on Authority Default) the Authority shall pay to the Contractor the Authority Default Termination Sum on the Termination Date.: