Payments free and clear definition

Payments free and clear. All amounts payable by one party to another pursuant to this agreement shall be paid free and clear of and, except to the extent required by law, without any deduction or withholding on account of any tax. If any party is required by law to make any deduction or withholding from any amount it is required to pay pursuant to this agreement, then that party shall increase the relevant payment to ensure that the recipient receives a net amount equal to the amount it would have received had no such deduction or withholding been made.
Sample 1

Examples of Payments free and clear in a sentence

  • Upon the contribution to MPE 2 of the Equipment, Sales Tax Payments and Uplift Payments under the Contribution Agreement, MPE 2 shall be the lawful owner of, and have good title to, the Equipment, Sales Tax Payments and Uplift Payments, free and clear of any Liens (except for Permitted Encumbrances).

  • The Seller has good and marketable title to the Royalty Payments free and clear of all Liens.

  • FranklinCovey will make all Payments free and clear of any tax, deduction, tax offset or withholding of any kind.

  • Upon payment of the Buyer Option Purchase Price by the Buyer at the Buyer Option Closing, if any, the Buyer will acquire, subject to the terms and conditions set forth in this Agreement and the License Agreement, good and marketable title to the Buyer Option Assigned Royalty Payments, free and clear of all Liens (other than any Permitted Lien).

  • Upon payment of the 2023 Upfront Purchase Price by the Buyer, the Buyer will acquire, subject to the terms and conditions set forth in this Agreement and the License Agreement, good and marketable title to the 2023 Assigned Royalty Payments, free and clear of all Liens (other than any Permitted Lien).

  • Subject to the terms of the Boston Scientific Agreement, the Company possesses the right to receive the Boston Scientific Payments free and clear of all liens and encumbrances.

  • At the Closing, Seller will assign and convey to Purchaser all its rights, title and interests under, in and to the Management Contracts, save and except the Excluded Payments, free and clear of any and all Claims.

  • Guarantors are the owner of the Royalty Payments, free and clear of all liens, encumbrances, charges or security interests of any nature whatsoever, except for Permitted Liens.

  • Upon payment of the Purchase Price by the Buyer, the Buyer will acquire, subject to the terms and conditions set forth in this Agreement and the License Agreement, good and marketable title to the Assigned Royalty Payments, free and clear of all Liens (other than any Permitted Lien).

  • The Seller has good title to, and is the sole legal and beneficial owner of, the Certificate of Claims Qualification and the Qualified Payments, free and clear of all Liens, security interests, claims, participations or other charges or encumbrances of any nature whatsoever.

Related to Payments free and clear

  • Permitted Distribution means any of the following:

  • Restricted Distribution means as to any Person (i) any dividend or other distribution on any equity interest in such Person (except those payable solely in its equity interests of the same class) or (ii) any payment on account of (a) the purchase, redemption, retirement, defeasance, surrender or acquisition of any equity interests in such Person or any claim respecting the purchase or sale of any equity interest in such Person or (b) any option, warrant or other right to acquire any equity interests in such Person.

  • Permitted Distributions means the following Distributions:

  • (x) X," "X," "L," "X," "X," "X," "X," "X," "R," "LR" and "V," respectively. Any reference in any other section or subsection of this Agreement to any Certificate or Certificates preceded by a Class designation shall be to a Certificate or Certificates of the Class so designated in this Section 5.01(a).

  • Minimum Payments $50 (with respect to all funds in the aggregate.) No payment pursuant to this Schedule is payable to a dealer, bank or other service provider for the first year with respect to sales of $1 million or more, at no load, in cases where A I M Distributors, Inc. has advanced the service fee to the dealer, bank or other service provider.

  • Standard Contractual Clauses means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

  • restricted goods means any goods the importation, exportation, transfer, or carriage coastwise, of which is prohibited, save in accordance with any conditions regulating such importation, exportation, transfer, or carriage coastwise, and any goods the importation, exportation, transfer, or carriage coastwise, of which is in any way regulated by or under the Customs laws;

  • Permitted Disposition means any of the following:

  • Permitted Restricted Payments means any of the following Restricted Payments made by:

  • Permitted Dispositions means each of the following:

  • We/Us/Our means Future Generali India Life Insurance Company Limited.

  • Permitted Disposal means any sale, lease, licence, transfer or other disposal:

  • Specified Disposition means any disposition of all or substantially all of the assets or Capital Stock of any Subsidiary of the Borrower or any division, business unit, product line or line of business.

  • Third Party Payments means the payment made through instruments issued from an account other than that of the beneficiary investor mentioned in the application form. However, in case of payments from a joint bank account, the first named applicant/investor has to be one of the joint holders of the bank account from which payment is made.

  • Principal Financial Center means, in the case of any Currency, the principal financial center where such Currency is cleared and settled, as determined by the Administrative Agent.

  • EU Standard Contractual Clauses means the standard contractual clauses promulgated by the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (C/2021/3972) on standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR.

  • Principal Financial Centre means, in relation to any currency, the principal financial centre for that currency provided, however, that:

  • Remittance Rate With respect to each Mortgage Loan, the related Note Rate minus the Servicing Fee Rate.

  • Swiss Franc means the lawful currency of Switzerland.

  • Withheld Amounts shall have the meaning assigned to such term in Section 3.

  • (g) direct use’ means utilization of geothermal resources for commercial, residential, agricultural, public facilities, or other energy needs other than the commercial production of electricity; and’’.

  • Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 3(a):

  • Qualified disposition means, subject to subparagraphs (iii) and (iv), a disposition after which both subparagraphs (i) and (ii) apply to the subject property:

  • Permitted Deductions means the sum of, without duplication, the following costs or expenses:

  • z) Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.