Common use of WITHHOLDING AND TAX Clause in Contracts

WITHHOLDING AND TAX. 5.1 All payments made by the Seller under the Tax Covenant shall be made gross, free of any rights of counterclaim or set-off and without any deductions or withholdings of any nature save for any deductions or withholdings required to be made by law. 5.2 If the Seller is required by law to make any deduction or withholding referred to in paragraph 5.1 from any payment it shall make such deduction or withholding and the sum due in respect of such payment shall be increased to the extent necessary to ensure that after the making of such deduction or withholding the Buyer receives and retains (free of any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and retained had no such deduction or withholding been required to be made. 5.3 If any payment under the Tax Covenant is subject to Tax in the hands of the Buyer (other than Tax attributable to the payment being properly treated as an adjustment to the consideration paid by the Buyer for the Target) the Seller shall within seven days notice in writing being served on it by the Buyer pay to the Buyer such further amount as shall ensure that the net amount received in respect of such payment after such Tax is the same as it would have been had the payment not been subject to such Tax (and after giving credit for any relief from or credit in respect of Tax available to the Buyer in respect of such payment or the matter giving rise to the payment). 5.4 The Seller shall not be obliged to pay any additional amount under paragraphs 5.2 or 5.3 in respect of any deduction or withholding or any Tax: (a) in the event that the Buyer assigns the whole or any part of the benefit of this agreement, save to the extent that the Seller would have been so liable had no such assignment occurred; or (b) in the event that the Buyer is not resident in the United Kingdom for Tax purposes.

WITHHOLDING AND TAX. 5.1 9.1 All payments made by the Seller to the Buyer under the Tax Covenant this Agreement shall be made gross, free of any rights of counterclaim or set-off and without any deductions or withholdings of any nature save for any deductions or withholdings required to be made by law. 5.2 9.2 If the Seller is required by law to make any deduction or withholding referred to in paragraph 5.1 from any payment to the Buyer under this Agreement it shall make such that deduction or withholding and the sum due in respect of such that payment shall be increased to the extent necessary to ensure that after the making of such the deduction or withholding the Buyer receives and retains (free of any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and retained had no such deduction or withholding been required to be made. 5.3 9.3 If any payment under the Tax Covenant this Agreement is subject to Tax in the hands of the Buyer (other than Tax attributable to the payment being properly treated as an adjustment to the consideration paid by the Buyer for the Target) the Seller shall within seven days of notice in writing being served on it by the Buyer pay to the Buyer such a further amount or amounts as shall ensure that the net amount received in respect of such that payment after such Tax is the same as it would have been had the payment not been subject to such Tax (and after giving credit for any relief from or credit in respect of Tax available to Tax. 9.4 If the Buyer in respect assigns the benefit of such payment or this Agreement, the matter giving rise to the payment). 5.4 The Seller shall not be obliged liable pursuant to pay any additional amount under paragraphs 5.2 or 5.3 in respect of any deduction or withholding or any Tax: (a) in the event that the Buyer assigns the whole or any part of the benefit of this agreement, paragraph 9 save to the extent that the Seller would have been so liable had no such assignment occurred; or. (b) in 9.5 The Seller shall have no additional liability pursuant to this paragraph 9 to the event that extent such liability would not have arisen were the Buyer is not a company resident and incorporated in the United Kingdom for Kingdom. 9.6 No amount shall be payable pursuant to this paragraph in respect of any payment by the Seller arising as a result of a breach of any of the Warranties to the extent that such deduction, withholding or Tax purposeshas been taken into account in determining the quantum of damages payable by the Seller as a result of that breach of Warranty.

WITHHOLDING AND TAX. 5.1 9.1 All payments made by the Seller Warrantors under this Tax Covenant or under the Tax Covenant Indemnities shall be made gross, free of any rights of counterclaim or set-off and without any deductions or withholdings of any nature save for any deductions or withholdings required to be made by law. 5.2 9.2 If the Seller is Warrantors are required by law to make any deduction or withholding referred to in paragraph 5.1 from any payment it under this Tax Covenant or under the Indemnities they shall make such that deduction or withholding and the sum due in respect of such that payment shall be increased to the extent necessary to ensure that after the making of such the deduction or withholding the Buyer receives and retains (free of any liability in respect of any such the deduction or withholding) a net sum equal to the sum which it would have received and retained had no such deduction or withholding been required to be made. 5.3 9.3 If any payment under the this Tax Covenant or under the Indemnities is subject to Tax in the hands of the Buyer (other than Tax attributable to the payment being properly treated as an adjustment to the consideration paid by the Buyer for the Target) the Seller Warrantors shall within seven days of notice in writing being served on it them by the Buyer pay to the Buyer such a further amount or amounts as shall ensure that the net amount received in respect of such that payment after such Tax is the same as it would have been had the payment not been subject to such Tax (and after giving credit for any relief from or credit Tax. 9.4 If the Warrantors make an increased payment pursuant to this paragraph 9 in respect of Tax available which the Buyer obtains a tax credit, the Buyer shall reimburse the Warrantors such amount as the Buyer shall (acting in good faith) determine so as to leave the Buyer in respect of the same position it would have been in had no such payment or the matter giving rise to the payment). 5.4 The Seller shall not be obliged to pay any additional amount under paragraphs 5.2 or 5.3 in respect of any deduction or withholding been made or any Tax: (a) in the event that the Buyer assigns the whole or any part of the benefit of this agreement, save Tax suffered but only to the extent that the Seller Buyer can do so without prejudicing the retention of any credit or relief obtained as a result of the deduction, withholding or Tax suffered. 9.5 In the event of the assignment of this Agreement (or any of the Buyer’s rights under it) the Warrantors’ liability to the assignee under this paragraph 9 will be no greater than it would have been so liable to the Buyer had no such assignment occurred; or (b) in the event that the Buyer is not resident in the United Kingdom for Tax purposes.