Common use of PAYMENTS FREE OF WITHHOLDING, ETC Clause in Contracts

PAYMENTS FREE OF WITHHOLDING, ETC. 4.1 All payments made by the Sellers under this Schedule shall be made gross, without deduction or withholding of any kind other than any deduction or withholding required by Law. 4.2 If the Sellers make a deduction or withholding required by Law from a payment under this Schedule (other than a deduction or withholding of tax in respect of a payment of interest under paragraph 6.4), the sum due from the Sellers shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Purchaser receives a sum equal to the sum it would have received had no deduction or withholding been made. 4.3 If a payment under paragraph 2 or 4.2 will be or has been subject to Tax, the Sellers shall pay to the Purchaser the amount (after taking into account Tax payable in respect of the amount) that will ensure that the Purchaser receives and retains a net sum equal to the sum it would have received had the payment not been subject to Tax.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Ebay Inc)

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PAYMENTS FREE OF WITHHOLDING, ETC. 4.1 All payments made by the Sellers under this Schedule Deed shall be made gross, free of any right of counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by Lawlaw. 4.2 If the Sellers make a deduction or withholding required by Law law from a payment under this Schedule (other than a deduction or withholding of tax in respect of a payment of interest under paragraph 6.4)Deed, the sum due from the Sellers shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Purchaser recipient receives a sum equal to the sum it would have received had no deduction or withholding been made. 4.3 If a payment under paragraph Clause 2 or 4.2 Clause 3 will be or has been subject to TaxTaxation, the Sellers shall on demand from the recipient pay to the Purchaser recipient the amount (after taking into account Tax Taxation payable in respect of the amount) that will ensure that the Purchaser recipient receives and retains a net sum equal to the sum it would have received had the payment not been subject to TaxTaxation.

Appears in 1 contract

Samples: Share Purchase Agreement (Jerash Holdings (US), Inc.)

PAYMENTS FREE OF WITHHOLDING, ETC. 4.1 19.1 All payments made by the Sellers Seller under this Schedule agreement and under the Tax Deed shall be made gross, free of any rights of counterclaim or set-off without deduction or withholding of any kind other than any deduction or withholding required by Lawlaw. 4.2 19.2 If the Sellers make Seller makes a deduction or withholding required by Law law from a payment under this Schedule (other than a deduction the agreement or withholding of tax in respect of a payment of interest under paragraph 6.4)the Tax Deed, the sum due from the Sellers Seller shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Purchaser Buyer receives a sum equal to the sum it would have received had no deduction or withholding been made. 4.3 19.3 If a payment made by the Seller under paragraph 2 the agreement or 4.2 the Tax Deed will be or has been subject to Tax, the Sellers Seller shall pay to the Purchaser Buyer the amount (after taking into account Tax payable Payable in respect of the amount) that will ensure that the Purchaser Buyer receives and retains a net sum equal to the sum it would have received had the payment not been subject to Tax.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Tm Group Holdings PLC)

PAYMENTS FREE OF WITHHOLDING, ETC. 4.1 All payments made by the Sellers Seller under this Schedule shall be made gross, free of any right of counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by Lawlaw. 4.2 If the Sellers make Seller makes a deduction or withholding required by Law law from a payment under this Schedule (other than a deduction or withholding of tax in respect of a payment of interest interest) under paragraph 6.4)this Schedule, the sum due from the Sellers Seller shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Purchaser receives a sum equal to the sum it would have received had no deduction or withholding been made. 4.3 If a payment under paragraph 2 or 4.2 will be or has been is subject to Tax, the Sellers Seller shall pay to the Purchaser the amount (after taking into account Tax payable in respect of the amount) that will ensure that the Purchaser receives and retains a net sum equal to the sum it would have received had the payment not been subject to Tax, unless the Purchaser has either (i) assigned the benefit of this Agreement or (ii) changed its tax residence, in which case this paragraph 4.3 shall not apply.

Appears in 1 contract

Samples: Share Purchase Agreement (Just Energy Group Inc.)

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PAYMENTS FREE OF WITHHOLDING, ETC. 4.1 All payments made by the Sellers Seller under this Schedule Deed shall be made gross, free of any right of counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by Lawlaw. 4.2 If the Sellers make Seller makes a deduction or withholding required by Law law from a payment under this Schedule (other than a deduction or withholding of tax in respect of a payment of interest under paragraph 6.4)Deed, the sum due from the Sellers Seller shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Purchaser recipient receives a sum equal to the sum it would have received had no deduction or withholding been made. 4.3 If a payment under paragraph Clause 2 or 4.2 Clause 3 will be or has been subject to TaxTaxation, the Sellers Seller shall on demand from the recipient pay to the Purchaser recipient the amount (after taking into account Tax Taxation payable in respect of the amount) that will ensure that the Purchaser recipient receives and retains a net sum equal to the sum it would have received had the payment not been subject to TaxTaxation.

Appears in 1 contract

Samples: Asset Sale Agreement (True Product Id, Inc.)

PAYMENTS FREE OF WITHHOLDING, ETC. 4.1 All (A) Subject to Clause 5(B), all payments made by the Sellers Seller under this Schedule Deed shall be made gross, free of any rights of counterclaim or set-off and without any deduction or withholding of any kind other than nature. (B) the Seller shall make any deduction or withholding required by Law. 4.2 If the Sellers make a deduction or withholding required by Law law from a any payment under this Schedule (other than a deduction or withholding of tax in respect of a payment of interest under paragraph 6.4), Deed and the sum due from the Sellers Seller in respect of the payment shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Purchaser receives a sum equal to the sum it would have received had no deduction or withholding been required to be made. 4.3 (C) If a the Seller is satisfied that any payment under paragraph 2 Clause 2, 3 or 4.2 5(B) will be or has been subject to Tax, the Sellers shall pay Purchaser may demand in writing from the Seller from time to the Purchaser the time such amount (after taking into account any Tax payable in respect of the amount) that as will ensure that the Purchaser receives and retains a net sum equal to the sum it would have received and retained had the payment not been subject to Tax.

Appears in 1 contract

Samples: Share Purchase Agreement (Paradigm Resource Management Corp)

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