Common use of Deduction or Withholding Clause in Contracts

Deduction or Withholding. 13.1 Subject to any contrary provisions in any of the other Liabilities Documents, all payments to be made to a party by another party under this Agreement or any other Liabilities Document shall be made in full except to the extent a deduction or withholding is permitted under clause 13.2. All such payments will be free and clear of any right of set-off and from any restriction, condition or deduction because of any counterclaim. 13.2 Where such a deduction or withholding is required in relation to a payment referred to in clause 13.1 in respect of Tax and is also required by law, the Licensee shall be permitted to make such deduction or withholding. 13.3 If a Licensee becomes or will become required by law to make any deduction or withholding under clause 13.2 or there is or will be any change in the requirement to make any such deduction or withholding, the Licensee will give notice to the Secretary of State of any such requirement or change in requirement as soon as the Licensee becomes aware of it. 13.4 (A) If, notwithstanding clause 2.8 and the foregoing provisions of this clause 13 (Deduction or Withholding), any mandatory set-off in administration, winding-up or other insolvency of a Licensee (including a set-off under Rule 2.85 or Rule 4.90 of the Insolvency Rules 1986) (a “Mandatory Set-off”) would arise in respect of any amount that would, but for this clause 13 (Deduction or Withholding), be owed by the Secretary of State (the “Recipient”) to the Licensee under any of the Liabilities Documents (the “Recipient Payment”) against any amount that would, but for this clause 13 (Deduction or Withholding), be owed by the Licensee to the Recipient on any account and that would, but for this clause 13 (Deduction or Withholding), be subject to the Mandatory Set-off (the “Licensee Payment”), then the provisions of paragraph (B) shall apply.

Deduction or Withholding. 13.1 25.1. Subject to any contrary provisions in any of the other Liabilities Documents, all payments to be made to a any party by another party under this Agreement or any other Liabilities Document shall be made in full except to the extent a deduction or withholding is permitted under clause 13.225.2. All such payments will be free and clear of any right of set-off and from any restriction, condition or deduction because of any counterclaim. 13.2 25.2. Where such a deduction or withholding is required in relation to a payment referred to in clause 13.1 25.1 in respect of Tax and is also required by law, the Licensee relevant party shall be permitted to make such deduction or withholding. 13.3 25.3. If a Licensee party becomes or will become required by law to make any deduction or withholding under clause 13.2 25.2 or there is or will be any change in the requirement to make any such deduction or withholding, the Licensee that party will give notice to the Secretary of State other parties of any such requirement or change in requirement as soon as the Licensee that party becomes aware of it. 13.4 (A) If, notwithstanding the provisions of clause 2.8 5.3 and the foregoing provisions of this clause 13 (Deduction or Withholding)clause, any mandatory set-off in administration, winding-up or other insolvency of a Licensee (including a set-off under Rule 2.85 or Rule 4.90 of the Insolvency Rules 1986) (a 1986)(a “Mandatory Set-off”) would arise in respect of any amount that would, but for this clause 13 (Deduction or Withholding)clause, be owed by the Secretary of State or NLF (the “Recipient”) to the Licensee under any of the Liabilities Documents (the “Recipient Payment”) against any amount that would, but for this clause 13 (Deduction or Withholding)clause, be owed by the Licensee to the Recipient on any account and that would, but for this clause 13 (Deduction or Withholding)clause, be subject to the Mandatory Set-off (the “Licensee Payment”), then the provisions of paragraph (B) shall apply. (B) The Licensee Payment shall not be due, owing or payable (or capable of Mandatory Set-off or proof) in the insolvency until arrangements have been put in place (which NLF and the Secretary of State undertake that, so far as lies within their reasonable control, they will put in place) ensuring that the Recipient Payment will be applied without reduction on account of the Mandatory Set-off towards the Costs of Discharging Liabilities (where applicable) or otherwise in accordance with the provisions of the Liabilities Documents, and in particular in accordance with clause 3 (NLF Payment Obligations), clause 4 (Secretary of State payment obligation) and clause 5 (Designated Accounts) of this Agreement.