Deductions from Payments. 2.1 All sums payable by the Warrantors under any Tax Claim shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding unless the deduction or withholding is required by law, in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by the Purchaser will equal the full amount which would have been received by it had no such deduction or withholding been required provided that this paragraph 2.1 shall not apply to any interest payable under paragraph 5.5 of part 4.
Appears in 1 contract
Samples: Cott Corp /Cn/
Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the Tax Claim Covenant shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding unless the deduction or withholding is required by law, law in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by the Purchaser will equal the full amount which would have been received by it had no such deduction or withholding been required required, provided that this paragraph 2.1 shall not apply to any interest payable under paragraph 5.5 5.4 of part 44 of this schedule.
Appears in 1 contract
Samples: Agreement (Stericycle Inc)
Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the Tax Claim Covenant shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding unless the deduction or withholding is required by law, law in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any interest, penalties or other liability) by the Purchaser will equal the full amount which would have been received by it had no such deduction or withholding been required required, provided that this paragraph 2.1 shall not apply to any interest payable under paragraph 5.5 5.3 of part 44 of this schedule.
Appears in 1 contract
Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the Holdings Tax Claim Covenant shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding unless the deduction or withholding is required by law, law in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by the Purchaser will equal the full amount which would have been received by it had no such deduction or withholding been required required, provided that this paragraph 2.1 shall not apply to any interest payable under paragraph 5.5 5.3 of part 44 of this schedule.
Appears in 1 contract
Samples: Agreement (Circor International Inc)
Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the Tax Claim Covenant shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding unless the deduction or withholding is required by law, law in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by the Purchaser Buyer will equal the full amount which would have been received by it had no such deduction or withholding been required required, provided that this paragraph 2.1 shall not apply to any interest payable under paragraph 5.5 5.3 of part 4Part 4 of this Schedule.
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Samples: Part (Ems Technologies Inc)
Deductions from Payments. 2.1 All sums payable by the Warrantors under any claim under the HHL Tax Claim Covenant shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding unless the deduction or withholding is required by law, law in which event the Warrantors shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by the Purchaser will equal the full amount which would have been received by it had no such deduction or withholding been required required, provided that this paragraph 2.1 shall not apply to any interest payable under paragraph 5.5 5.3 of part 44 of this schedule.
Appears in 1 contract
Samples: Agreement (Circor International Inc)