Termination Payment and Tax. 17.3.1 Parties shall take the position that any termination payment as referred to in clauses 17.1 and 17.2 is (i) not treated as a supply of goods or a supply of services under the Law governing VAT of any applicable European Union member state or (ii) otherwise exempt from VAT. Each Party shall act in a manner consistent with the foregoing (including filing Tax Returns consistent therewith) and shall use commercially reasonable efforts to contest any contrary position in a Tax audit or similar proceeding.
17.3.2 Any claim or defence by a Party for offset, withholding, or any other reduction or negation of any termination payment described in clauses 17.1 and 17.2 (including any repayment thereof), whether for breach or any other reason, may be pursued only in the form of a refund of (part of) such payment from the other Party after it has been made, which payment must be made according to the terms of this clause 17.
17.3.3 Notwithstanding clause 17.3, if any VAT is due by the Company in respect of any termination payment referred to in clause 17.1 by way of reverse charge mechanism (BTW verleggingsregeling), such VAT shall be for the account of the Company. In no event shall any VAT be deducted from the termination payment as referred to in clause 17.1.1 or added to the Reverse Termination Payment, and the Buyer shall be under no obligation to reimburse the Company for any such VAT levied from the Company.
Termination Payment and Tax. 3.1 Subject to Clause 2 above and the remaining terms of this Agreement the Company without any admission of liability, will pay to the Employee within 14 days after the Termination Date the sum of (pound)12,000 as compensation for the termination of the Employee's employment. Payment of the said sum shall be conditioned upon receipt by the Company within 7 days after the Termination Date of an Independent Adviser's Certificate in the form annexed at Schedule 1-A.
3.2 The sum referred to in Clause 3.1 will be paid free of tax and national insurance contributions as it is the Parties' understanding that the first (pound)30,000 of such type of payment may be made without deduction for tax under section 403 of the Income Tax (Earnings and Pensions) Act 2003, and tax would be deducted from the excess, if any, ovex (xxxxx)30,000. In the event that it is finally determined that notwithstanding the Parties' understanding of the treatment of such amount expressed in the foregoing sentence, that such amount is subject to tax and national insurance contributions, the Company shall be responsible for the payment of any additional tax or national insurance contributions and all costs, claims, expenses or proceedings, penalties and interest incurred by the Employee which arise out of or in connection with any liability to pay (or deduct) tax or national insurance contributions in respect of the payment under Clause 3.1 above. As a condition to the Company's liability for such amounts, the Employee shall give prompt written notice to the Company promptly after Employee receives any notice from the governmental authorities that tax and national insurance contributions may be due with respect to the sum referred to in Clause 3.1.
3.3 The Employee accepts the payment to be given to him under Clauses 1.1 and 3.1 of this Agreement in full and final settlement of:
3.3.1 the Potential Claims; and
3.3.2 all other claims and rights of action (whether under statute, common law or otherwise) in any jurisdiction in the world, howsoever arising (including but not limited to contractual claims, breach of contract, tort and the Employees prospective entitlement to bring any other Statutory Claim) which the Employee (or anyone on his behalf) has or may have against the Company, any Group Company, or its or their directors, officers, employees or shareholders, arising from or connected with the Employee's employment by the Company or any Group Company, its termination and any other matt...
Termination Payment and Tax. 2.1 Within 21 days of the Company receiving a copy of this Agreement signed by the Employee, and the letters referred to at clauses 6.3 and 9, but in any event following the Departure Date, the Company will make the following payments to the Employee, subject to the remaining terms of this Agreement:
2.1.1 the sum of £41,000 as compensation for the termination of the Employee’s employment; and
2.1.2 the sum of £116,700.64 as payment in lieu of the Employee’s contractual notice period; and
2.1.3 the sum of £41,496 as a payment in lieu of the Employee’s bonus for the notice period.
2.2 The first £30,000 of the sums referred to in sub-clause 2.1.1 and the benefits referred to in Clause 3 will be paid free from deductions of income tax and National Insurance contributions as it is the parties’ understanding that the first £30,000 may be made without deduction for tax under section 403 of the Income Tax (Earnings and Pensions) Xxx 0000. Tax will be deducted from any excess over £30,000 at the basic rate following issue of the Employee’s form P45. The Employee shall be responsible for the payment of any additional tax or National Insurance contributions.
2.3 The sums referred to in clauses 2.1.2 and 2.1.3 above shall be paid subject to deductions for National Insurance contributions and income tax at the basic rate following issue of the Employee’s form P45. The Employee shall be responsible for the payment of any additional tax or National Insurance contributions.
2.4 Other than in respect of any tax and National Insurance contributions deducted by the Company, the Employee fully indemnifies the Company on a continuing basis against all other taxes and National Insurance contributions in respect of the payments and benefits provided, (or to be provided), pursuant to this Agreement, and in respect of all costs, claims, demands, charges, expenses, penalties and interest incurred by the Company arising out of those payments and benefits.
