Common use of Deductions from Payments Clause in Contracts

Deductions from Payments. 5.1 Except as required by law all payments by the Vendor under this Part 2 of this Schedule 4 will be made free and clear of all deductions and withholdings (whether in respect of Taxation or otherwise). 5.2 If any deduction or withholding is required by law to be made from any payment by the Vendor under this Part 2 of this Schedule 4 or if the Purchaser is subject to Taxation in respect of any payment by the Vendor under this Part 2 of this Schedule 4, the Vendor covenants with the Purchaser to pay to the Purchaser such additional amount as is necessary to ensure that the net amount received and retained by the Purchaser (after taking account of such deduction or withholding or Taxation) is equal to the amount which it would have received and retained had the payment in question not been subject to the deduction or withholding or Taxation. 5.3 In the event of the assignment of this Agreement the Vendor’s liability to the assignee under this Schedule 4 will be no greater than it would have been to the Purchaser.

Appears in 2 contracts

Sources: Share Purchase Agreement (Via Net Works Inc), Sale and Purchase Agreement (Via Net Works Inc)

Deductions from Payments. 5.1 Except as required by law or as permitted by this Agreement all payments by any of the Vendor Share Sellers under this Part 2 of this Schedule 4 will be made free and clear of all deductions and withholdings (whether in respect of Taxation or otherwise). 5.2 If any deduction or withholding is required by law to be made from any payment by the Vendor a Share Seller under this Part 2 of this Schedule 4 or if the Purchaser Buyer is subject to Taxation in respect of any payment by the Vendor a Share Seller under this Part 2 of this Schedule 4, the Vendor that Share Seller severally (but not jointly) covenants with the Purchaser Buyer to pay to the Purchaser Buyer such additional amount as is necessary to ensure that the net amount received and retained by the Purchaser Buyer (after taking account of such deduction or withholding or Taxation) is equal to the amount which it the Buyer would have received and retained had the payment in question not been subject to the deduction or withholding or Taxation. 5.3 In the event of the assignment of this Agreement the Vendor’s each Share Sellers' liability to the assignee under this Schedule 4 will be no greater than it would have been to the PurchaserBuyer here meaning only the Buyer named as such in this Agreement.

Appears in 1 contract

Sources: Share Purchase Agreement (Ridgewood Power Growth Fund /Nj)