Common use of Deductions from Payments Clause in Contracts

Deductions from Payments. 5.1 All sums payable by the Seller to the Purchaser under this schedule shall be paid free and clear of all deductions or withholdings of any kind save only as may be required by law. Table of Contents 5.2 If the Seller is required by law to make a deduction or withholding from any payment referred to in paragraph 5.1, the Seller shall pay to the Purchaser such sum as will, after the making of any deduction or withholding, leave the Purchaser with the same amount as it would have received had no deduction or withholding been made. 5.3 If any sum payable by the Seller to the Purchaser under this schedule shall be subject to Tax in the hands of the Purchaser, the same obligation to make an increased payment as is referred to in paragraph 5.2 shall apply in relation to such Tax Liability as if it were a deduction or withholding required by law. 5.4 If the Seller pays an increased amount in accordance with paragraph 5.2 or 5.3 and the Purchaser obtains a credit or other relief as a result of the deduction or withholding or Tax Liability, the Purchaser shall reimburse the Seller with such amount as the Purchaser shall (acting in good faith) determine as leaving the Purchaser in no better or worse position than the Purchaser would have been in had no such deduction or withholding been made or Tax Liability arisen, but only to the extent that the Purchaser can do so without prejudicing the retention of any credit or relief obtained as a result of the relevant deduction or withholding or Tax Liability. 5.5 If the Purchaser assigns its rights under this agreement pursuant to Clause 16 (Assignment and Successors), then the assignee is only entitled to receive payment under paragraph 5.2 or 5.3 to the same extent as the Purchaser would have been entitled if the assignment had not occurred.

Deductions from Payments. 5.1 13.1 All sums payable by the Seller to the Purchaser under this schedule Schedule shall be paid free and clear of all deductions or withholdings of any kind kind, save only as may be required by any applicable law. Table of Contents. 5.2 If the Seller 13.2 Subject to paragraph 13.4, if any deduction or withholding is required by law to make a deduction or withholding be made from any payment referred amount payable by the Seller to in paragraph 5.1the Purchaser under this Schedule, the Seller shall be obliged to pay to the Purchaser such sum increased amount as will, after the making of any deduction or withholdingwithholding has been made, leave the Purchaser with the same amount as it would have received had no been entitled to receive in the absence of any such requirement to make a deduction or withholding been madewithholding. 5.3 If 13.3 Subject to paragraph 13.4, if any sum payable by the Seller to the Purchaser under this schedule Schedule shall be subject to Tax in the hands of the Purchaser, the same obligation Seller shall pay to make an increased payment the Purchaser such additional amount as is referred to in paragraph 5.2 shall apply in relation to will leave the Purchaser, after any such Tax Liability as if it were a deduction or withholding required by law. 5.4 If on the Seller pays an increased amount in accordance with paragraph 5.2 or 5.3 and the Purchaser obtains a credit or other relief as a result aggregate of the deduction or withholding or Tax Liabilitysum and any such additional amount, with the Purchaser shall reimburse the Seller with such amount as the Purchaser shall (acting in good faith) determine as leaving the Purchaser in no better or worse position than the Purchaser would have received if any such sum had not been so subject to Tax. 13.4 The Seller shall not be obliged to pay any increased or additional amounts under paragraphs 13.2 or 13.3 in had no such respect of any withholding, deduction or withholding been made Tax (i) in circumstances where such withholding, deduction or Tax Liability arisen, would not have arisen but only to for the extent that right of the Purchaser can do so without prejudicing to receive such payment having been assigned to any other person, or (ii) to any greater extent than would have arisen had the retention of any credit or relief obtained as a result recipient of the relevant deduction or withholding or payment been subject to Tax Liabilityin respect of the payment solely in the United Kingdom. 5.5 If the Purchaser assigns its rights under this agreement pursuant to Clause 16 (Assignment and Successors), then the assignee is only entitled to receive payment under paragraph 5.2 or 5.3 to the same extent as the Purchaser would have been entitled if the assignment had not occurred.

Deductions from Payments. 5.1 9.1 All sums payable by the Seller Covenantor to the Purchaser under this schedule deed shall be paid free and clear of all deductions or withholdings of any kind whatsoever, save only as may be required by law. Table . 9.2 If any deduction or withholding in respect of Contents 5.2 If the Seller Tax or otherwise is required by law to make a deduction or withholding be made from any payment referred to of the sums payable as mentioned in paragraph 5.1CLAUSE 9.1, the Seller Covenantor shall be obliged to pay to the Purchaser such greater sum as will, after the making of any such deduction or withholdingwithholding as is required to be made has been made, leave the Purchaser with the same amount as it would have received had no been entitled to receive in the absence of any such requirement to make a deduction or withholding been madeprovided that this CLAUSE 9.2 shall not apply to any interest paid pursuant to CLAUSE 8.2. 5.3 9.3 If any sum (the "FIRST SUM") payable by the Seller Covenantor to the Purchaser under this schedule deed shall be subject to Tax in the hands of the Purchaser, Purchaser or would have been taxable in the same obligation hands of the Purchaser assuming that the Purchaser had sufficient taxable profits to make an increased payment use all Reliefs available to it in the Accounting Period in which it receives a sum under this deed then the Covenantor shall pay to the Purchaser (as is referred to in paragraph 5.2 often as shall apply in relation to be necessary) such additional sum or sums as will after such Tax Liability as if it were a deduction (and any Tax on such additional sum or withholding required by law. 5.4 If the Seller pays an increased amount in accordance with paragraph 5.2 or 5.3 and sums) leave the Purchaser obtains a credit or other relief as a result of the deduction or withholding or Tax Liability, the Purchaser shall reimburse the Seller with such amount as the Purchaser shall (acting in good faith) determine as leaving the Purchaser in no better or worse position than the Purchaser would have been left with had the first sum not been subject to Tax in had no such the hands of the Purchaser provided that this CLAUSE 9.3 shall not apply to any interest paid pursuant to CLAUSE 8.2 or to any payment made to a person other than the Purchaser. 9.4 If any additional amount is paid pursuant to CLAUSES 9.2 AND 9.3 above and the Purchaser receives a tax credit, repayment or other benefit by reason of any deduction or withholding been made or Tax Liability arisenin respect of which the Covenantors have paid an additional amount, but only the Purchaser shall pay to the extent that Covenantors forthwith the Purchaser can do so without prejudicing amount of such tax credit, repayment or other benefit. 9.5 All sums payable by the retention of any credit Covenantor under this deed are to be paid in the currency or relief obtained currencies appropriate to the Assessment as a result of which the liability to make a payment of Tax has arisen. 9.6 The Purchaser may direct the Covenantor to pay to any Group Company any sums due to the Purchaser under this deed and such payment shall be treated as a payment to the Purchaser and not a payment to the relevant deduction or withholding or Tax LiabilityGroup Company. 5.5 If the Purchaser assigns its rights under this agreement pursuant to Clause 16 (Assignment and Successors), then the assignee is only entitled to receive payment under paragraph 5.2 or 5.3 to the same extent as the Purchaser would have been entitled if the assignment had not occurred.

Deductions from Payments. 5.1 All sums payable by 1.1 The Borrower must not make any payment subject to any condition, restriction or claim it may have against the Seller Bank. The Borrower may only make a withholding or deduction from money it pays to the Purchaser Bank under this schedule shall be paid free and clear of all deductions agreement or withholdings of any kind save only as may be other Bank Document if that withholding or deduction is required by law. Table of Contents 5.2 If the Seller law requires the Borrower to make a withholding or deduction then the following rules apply: (a) the Borrower must make sure that the withholding or deduction is for not more than the minimum amount required by that law (b) the Borrower must make sure that the withholding or deduction is paid to the relevant revenue or governmental agency by the due date for payment (c) the Borrower must send the Bank, within 30 days of the withholding or deduction, a receipt showing that the withholding or deduction has been paid to the relevant revenue or governmental agency, and (d) the Borrower must increase the amount it pays to the Bank so that the Bank receives the amount it would have received had there been no withholding or deduction. 1.2 If the law requires the Bank to make a deduction or withholding from any amount received or receivable by it under this agreement or any other Bank Document (including any sum received or receivable under this clause 1.2, and excluding any tax on its overall net income) then the Borrower must increase the amount it pays to the Bank so that the Bank receives the amount it would have received had there been no withholding or deduction. 1.3 If: (a) the Bank (or any person on its behalf) is required by law to make a deduction or withholding for, or on account of, tax or on any other account from an amount paid or payable to a person from whom it has borrowed or obtained moneys to enable it to fund the Loan or any other payment referred by it under this agreement or any other Bank Document, and (b) as a result the Bank is required to in paragraph 5.1increase its payment, or makes an additional payment, to that person or to a taxation authority, then the Seller shall Borrower indemnifies the Bank against that increased or additional payment and must, on demand by the Bank, pay to the Purchaser such sum as willBank the amount which, after receiving that amount and making that increased or additional payment, will place the making of any deduction or withholding, leave the Purchaser with Bank in the same amount as position in which it would have received been had no deduction increased or withholding additional payment been made. 5.3 If any sum payable by the Seller to the Purchaser under this schedule shall be subject to Tax in the hands of the Purchaser, the same obligation to make an increased payment as is referred to in paragraph 5.2 shall apply in relation to such Tax Liability as if it were a deduction or withholding required by law. 5.4 If the Seller pays an increased amount in accordance with paragraph 5.2 or 5.3 and the Purchaser obtains a credit or other relief as a result of the deduction or withholding or Tax Liability, the Purchaser shall reimburse the Seller with such amount as the Purchaser shall (acting in good faith) determine as leaving the Purchaser in no better or worse position than the Purchaser would have been in had no such deduction or withholding been made or Tax Liability arisen, but only to the extent that the Purchaser can do so without prejudicing the retention of any credit or relief obtained as a result of the relevant deduction or withholding or Tax Liability. 5.5 If the Purchaser assigns its rights under this agreement pursuant to Clause 16 (Assignment and Successors), then the assignee is only entitled to receive payment under paragraph 5.2 or 5.3 to the same extent as the Purchaser would have been entitled if the assignment had not occurred.

Deductions from Payments. 5.1 9.1 All sums payable by the Seller Vendors to the Purchaser under this schedule shall will be paid free and clear of all deductions or withholdings of any kind kind, save only as may be required by law. Table If and to the extent applicable, the Purchaser shall provide the Vendors with tax certificates of Contentsresidency and any other relevant documents necessary at the time to apply for reduced withholding tax rates or an exemption which might be available under the relevant tax treaty. 5.2 9.2 If the Seller is Vendors are required by law to make a deduction or withholding from any payment referred to in paragraph 5.19.1, the Seller shall Vendors will pay to the Purchaser such sum as will, after the making of any deduction or withholding, leave the Purchaser with the same amount as it would have received had no deduction or withholding been made. 5.3 9.3 If any sum payable by the Seller Vendors to the Purchaser under this schedule shall will be subject to Tax in the hands of the Purchaser, the same obligation to make an increased payment as is referred to in paragraph 5.2 shall apply in relation to such Tax Liability as if it were a deduction Purchaser or withholding required by law. 5.4 If the Seller pays an increased amount in accordance with paragraph 5.2 or 5.3 and the Purchaser obtains a credit or other relief as a result of the deduction or withholding or Tax Liability, the Purchaser shall reimburse the Seller with such amount as the Purchaser shall (acting in good faith) determine as leaving the Purchaser in no better or worse position than the Purchaser would have been liable for Taxation but for the utilisation of any Tax Relief in had no respect of such deduction liability the amount payable will be increased so as to ensure that the net amount retained by the Purchaser after taking such Taxation into account is equal to the full amount which would have been retained but for such Taxation. 9.4 No additional payment shall be due under paragraphs 9.2 or withholding been made or Tax Liability arisen, but only 9.3 above to the extent that the Purchaser can do so without prejudicing relevant withholding, deduction or liability: (a) has already been fully taken into account in the retention measure of damages for breach of a Tax Warranty; (b) would not have arisen but for an assignment of the benefit of (or of any credit or relief obtained as rights under) this Agreement by the Purchaser; (c) would not have arisen but for a result of the relevant deduction or withholding or Tax Liability. 5.5 If direction by the Purchaser assigns its rights that payment under this agreement pursuant schedule be made to Clause 16 a person other than the Purchaser; or (Assignment and Successors), then the assignee is only entitled to receive payment under paragraph 5.2 or 5.3 to the same extent as d) would not have arisen had the Purchaser would have been entitled if a person resident in the assignment had not occurredUnited Kingdom for Tax purposes.