5Taxes Sample Clauses
5Taxes. (a) All payments by the Company to or for the account of any Bank, any LC Issuer or the Agent hereunder or under any Facility LC Application shall be made free and clear of and without deduction for any and all Taxes unless such deduction is required by law. If the Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Bank, any LC Issuer or the Agent, (i) the sum payable shall be increased by the amount of such Taxes required to be withheld as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.5) such Bank, such LC Issuer or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions, (iii) the Company shall pay the full amount deducted to the relevant authority in accordance with applicable law and (iv) the Company shall furnish to the Agent the original copy of a receipt evidencing payment thereof within thirty (30) days after such payment is made.
(b) In addition, the Company hereby agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Facility LC Application or from the execution or delivery of, or otherwise with respect to, this Agreement or any Facility LC Application (“Other Taxes”).
(c) The Company hereby agrees to indemnify the Agent, each LC Issuer and each Bank for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed on amounts payable under this Section 4.5) paid by the Agent, such LC Issuer or such Bank and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within thirty (30) days of the date the Agent, such LC Issuer or such Bank makes demand therefor pursuant to Section 4.6.
(d) Each Bank that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Bank”) agrees that it will, not more than ten (10) Business Days after the Closing Date, or, if later, not more than ten (10) Business Days after becoming a Bank hereunder, (i) deliver to each of the Company and the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, or any other form or doc...
5Taxes. Each Loan Party will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, other than (a) to the extent the failure to make payment could not reasonably be expected, individually or in the aggregate, to result on a Material Adverse Effect or (b) to the extent that the validity of such Tax is the subject of a Permitted Protest.
5Taxes. Seller has timely filed all federal, state, and local tax returns required to be filed by Seller or the Company and has timely paid all taxes shown on such returns; each such return is complete and correct, and Seller and the Company have no tax liability not disclosed on such returns; no assessments or notices of deficiency have been received by Seller or the Company with respect to any such return which have not been paid and no amendments or applications for refund have been filed or are planned with respect to any such return.
5Taxes. If any of the Taxes are not paid when the same are due and payable (subject to Borrower's right to contest Taxes pursuant to Section 10.2 hereof).
5Taxes. Except as otherwise noted on the relevant invoice, the Fees do not include any taxes. Xxxxx will be responsible for and pay any and all federal, state, or local sales, use, value-added, goods and services and similar taxes, duties, charges, or levies (and any related interest and penalties) imposed on, or in connection with the provision of the Services hereunder, but excluding any taxes measured by or imposed on Passage’s net income. All payments made by or on behalf of Gemma under this Agreement shall be made without deduction or withholding for any taxes, unless Gemma is required to deduct or withhold such taxes under Law. If Gemma is required by any Law or regulation to withhold any amount for taxes from any payment due to Passage under this Agreement, then Gemma shall (i) make such withholdings as are required by Law, (ii) timely pay the full amount deducted or withheld to the appropriate governmental entity, and (iii) pay such additional amounts to Passage as may be necessary so that the net amount received by Passage after such withholding will not be less than the amount Passage would have received if such amounts had not been paid. At Passage’s request, Xxxxx shall provide Passage with reasonably satisfactory documentation evidencing the payment to the appropriate governmental entity of any amounts so withheld or deducted.
5Taxes. Any and all payments by the Borrowers under this Agreement or under the Notes, the AP Notes or by the Guarantors under the Guarantees shall be made free and clear of and without deduction or withholding for any Taxes except as required by applicable Laws; provided that the related Noteholder or Noteholder Representative shall have delivered to the Borrowers an IRS Form W-9 or such other properly completed and executed documentation as will permit such payments to be made without withholding or at a reduced rate of withholding. If any of the Borrowers or the Guarantors shall be required to deduct or withhold any Taxes from or in respect of any amount payable under this Agreement or under the Notes, the AP Notes, or any other Loan Document, then the relevant Borrower or Guarantor shall make such deduction or withholding and shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Laws, and the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Purchaser receives an amount equal to the sum it would have received had no such deduction or withholding been made.
5Taxes. All amounts due under this Article 6 (Financial) will exclude all applicable sales, use, and other taxes and duties, and Apotex will be responsible for payment of all such taxes (other than taxes based on Coherus’s income), arising from the payment of amounts due under this Agreement. The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of payments made by Apotex to Coherus under this Agreement. To the extent Apotex is required to deduct and withhold taxes on any payment to Coherus, Apotex will pay the amounts of such taxes to the proper governmental authority in a timely manner and promptly transmit to Coherus official receipts issued by the appropriate taxing authority and/or an official tax certificate, or such other evidence as Coherus may reasonably request, to establish that such taxes have been paid. Coherus will provide Apotex any tax forms that may be reasonably necessary in order for Apotex to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. Coherus will use reasonable efforts to provide any such tax forms to Apotex at least [***] before the due date for any payment for which Apotex desires that Coherus apply a reduced withholding rate. Each Party will provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Law, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or value added tax.
5Taxes. Each Borrower will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all material governmental assessments and taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of such governmental assessment or tax is the subject of a Permitted Protest.
5Taxes. Customer shall pay all federal, state, local and other taxes, including sales, use and property taxes, relating to any Equipment, Services and Material provided pursuant to this Agreement, excluding taxes based on ABC’s net income.
5Taxes. Unless otherwise provided on the Purchase Order, in addition to the price stated on the face of the invoice, Biomm shall pay costs for all sales, use, value-added or excise taxes, assessments or other charges, including customs duties, fees and inland Brazil freight and insurance or other shipping and handling charges, regulatory costs, marketing and medical costs attributable to the sale, use, shipment, transportation, or delivery of the Product, according the FCA (Incoterms 2020) [*]