Charges and Taxes The Company will pay all stock transfer and similar taxes attributable to the initial issuance and delivery of the shares of Common Stock pursuant to the Purchase Contracts; provided, however, that the Company shall not be required to pay any such tax or taxes which may be payable in respect of any exchange of or substitution for a Certificate evidencing a Unit or any issuance of a share of Common Stock in a name other than that of the registered Holder of a Certificate surrendered in respect of the Units evidenced thereby, other than in the name of the Purchase Contract Agent, as custodian for such Holder, and the Company shall not be required to issue or deliver such share certificates or Certificates unless or until the Person or Persons requesting the transfer or issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
Sales Charges and Concessions On each purchase of Shares by you (but not including the reinvestment of any dividends or distributions), you shall be entitled to receive such dealer allowances, concessions, sales charges or other compensation, if any, as may be set forth in the Prospectus. Sales charge reductions and discounts may be available as provided in the Prospectus. To obtain any such reductions, the Company or its transfer agent must be notified promptly when a transaction or transactions would qualify for the reduced charge and you must submit information that is sufficient (in the discretion of the Company) to substantiate qualification therefor. The foregoing shall include advising us of any Letter of Intent signed by your customer or of any Right of Accumulation available to such customer. If you fail to so advise the Fund, you will be liable for the return of any commissions plus interest thereon. Rights of accumulation (including rights under a Letter of Intent) are available, if at all, only as set forth in the Prospectus, and you authorize any adjustment to your account (and will be liable for any refund) to the extent any allowance, discount or concession is made and the conditions therefor are not fulfilled. Each price is always subject to confirmation, and will be based upon the net asset value next determined after receipt of an order that is in good form. If any Shares purchased are tendered for redemption or repurchased by the Fund for any reason within seven business days after confirmation of the purchase order for such Shares, you agree to promptly refund the full sales load or other concession and you will forfeit the right to receive any compensation allowable or payable to you on such Shares. The Fund reserves the right to waive sales charges. You represent to us that you are eligible to receive any such sales charges and concessions paid to you by us under this section.
Periodic Finance Charges and Other Fees The Seller hereby agrees that, except as otherwise required by any Requirement of Law, or as is deemed by the Seller to be necessary in order for the Seller to maintain its credit card business, based upon a good faith assessment by the Seller, in its sole discretion, of the nature of the competition in the credit card business, it shall not at any time reduce the Periodic Finance Charges assessed on any Receivable or other fees on any Account if, as a result of such reduction, the Seller's reasonable expectation of the Portfolio Yield as of such date would be less than the then Base Rate.
Taxes, Charges and Expenses On the issuance of a replacement Note under Section 2.7(a), (i) the Issuer may require the Noteholder of the Note to pay an amount to cover any taxes or other governmental charges imposed and any other reasonable expenses incurred for the replacement Note, (ii) the Indenture Trustee will, for a mutilated Note, cancel the Note and (iii) the Note Registrar will record in the Note Register that the destroyed, lost or stolen Note no longer has the benefits of this Indenture.
Charges and Payments 14.1 Our charges will be subject to any applicable tax, levy, fee or other liabilities, charges, costs and expenses payable in connection with the transactions effected on your behalf.
14.2 You will pay any amount owed to us upon demand in freely transferable, cleared and available same day funds in the currency and to the accounts that we specify and without making any set-off, counterclaim, deduction or withholding for any tax. In the event that a payment you make exceeds the requested amount by £10 or less (a “de minimis amount”), you agree that the de minimis amount shall be irrevocably transferred to us, belong to us and may be retained by us, and does not need to be returned to you.
14.3 If you default in paying any amount owed to us when it is due, interest may, at our discretion, be payable by you at a rate, not exceeding the base rate from time to time in force, of Barclays Bank plc, plus 4% per annum. Interest will accrue on a daily basis and will be due and payable by you as a separate debt.
14.4 You will be responsible for the payment of any applicable tax and any brokerage, transfer fees, registration fees and all other liabilities, charges, costs and expenses payable or incurred by us and / or a custodian in connection with your instructions. We may deduct or withhold any such estimated or actual charges at our discretion. Any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicable.
14.5 You agree to our limited application of the detailed costs and charges disclosure requirements under the FCA Rules in our absolute discretion, including but not limited to:
(a) providing information to you about our costs and charges in a format other than a durable medium;
(b) not providing you with details of third party payments in relation to our ex-ante costs and charges disclosure;
(c) not providing you with an illustration of the cumulative effect of costs on the return on an investment; and
(d) not providing you with details of the foreign exchange rate which we have used to convert costs and charges denominated in one currency into the currency in which our usual costs and charges figures are disclosed.
14.6 We will notify you of our costs and charges related to the provision of our services and financial instruments in good time prior to the provision of such service. Our costs and charges may be amended from time to time, and we will notify you of any such changes. Any such changes will not apply to transactions executed prior to the time of the change.
14.7 We will not (save to the extent we are required under Applicable Law) provide you with annual statements of the actual cost and charges you incur, unless you request for such disclosure by speaking to your usual Deutsche Numis contact.
14.8 You undertake to us that:
(a) you have not, and your respective officers, directors, employees, agents, associated persons or any other individuals or entities acting for or on your behalf have not: (i) fraudulently evaded tax; (ii) been knowingly concerned in the criminal evasion of tax; or (iii) taken any steps with a view to criminally evade tax or facilitate the criminal evasion of tax, under Applicable Law; and
(b) you have put in place all reasonable prevention procedures as may be required to prevent the criminal facilitation of tax evasion by any associated person under Applicable Law.
Fees, Charges and Expenses The Corporation agrees promptly to pay the Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Depository without negligence, willful misconduct or bad faith on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered by it (or such agent or Depository’s Agent) hereunder. The Corporation shall pay all charges of the Depository in connection with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely from the existence of the depository arrangements. All other transfer and other taxes and governmental charges shall be at the expense of Holders of Depositary Shares evidenced by Receipts. If, at the request of a Holder of Receipts, the Depository incurs charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation and the Depository may agree.
Charges and Payment Terms 6.1 The Charges for the Services for the Initial Term are set out in the attached Agreement Summary.
6.2 Payment is due annually in advance for each annual period beginning on 1st April. The Charges do not include any amount arising in respect of VAT (or other applicable taxes), which, if applicable, shall be payable ny the Customer and added to such Charges at the rate in force at the time that they become due.
6.3 Payment of the Charges shall be made by the Customer within 30 days of the date of invoice from Capita. It is a condition of this Agreement that all Charges due for payment after 1st April 2014, be paid by direct bank transfer into the Capita Business Services Limited bank account at Barclays Bank PLC (Account Number: 00000000, Sort Code: 20-67-59) using any of the following options: • BACS (including the Faster Payments Service) • CHAPS payment system. • A debit or credit card. • A Direct Debit mandate. Payment by Cheque beyond 1st April 2014 will not be acceptable and may mean the loss of your XXXX support until cleared funds are received at the bank.
6.4 Without prejudice to any right of termination, in the event that any payment due under this Agreement is not made on the due date (in the absence of genuine error) Capita shall (at its discretion) be entitled to charge interest (both before and after any judgement) on a day to day basis upon the overdue amount at 8% (eight per cent) above the Bank of England base rate from time to time as defined by the Late Payment of Commercial Debts (Interest) Act 1998.
6.5 Capita reserves the right to suspend the Agreement or the provision of any Services provided by Capita under this Agreement in circumstances otherwise entitling it to terminate this Agreement. Such suspension shall not be deemed to represent a waiver of Capita’s right to terminate this Agreement.
6.6 Upon expiry of the Initial Term, Capita reserves the right to increase the Charges subject to giving the Customer at least 90 days written notice thereof to have effect from the first day of the next annual period.
6.7 Where Services are provided at the Customers location then the cost of providing suitable means of travel, hotel accommodation and subsistence, etc. for Capita staff will be added to the charges in the Agreement Summary.
6.8 Capita reserves the right to charge for the provision of any additional services provided as a result of the failure by the Customer to meet its obligations as set out in this Agreement.
6.9 Capita reserves the right to charge, as follows, for pre scheduled activities which are subsequently cancelled or postponed by the Customer: - 100% payable if less than 2 full working days’ notice is provided - 66% payable if less than 10 full working days’ notice is provided - 33% payable if less than 20 full working days’ notice is provided
Taxes, Other Governmental Charges and Utility Charges Except as expressly limited by this Section, Lessee shall pay all taxes and other charges of any kind which are at any time lawfully assessed or levied against or with respect to the Equipment, the Rental Payments or any part thereof, or which become due during the Term of this Lease, whether assessed against Lessee or Lessor. Lessee shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Equipment; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as are required to be paid during the Term of this Lease as and when the same become due. Lessee shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made in lieu of or as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Lessee may, at its own expense and in its own name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments, utility or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility or other charges or provide Lessor with full security against any loss which may result from nonpayment, in form satisfactory to Lessor.
CHARGES AND PAYMENT 6.1 The Charges for the Services will be as set out in the Purchase Order or Award Letter, and will be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the Charges will include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
6.2 The Supplier will invoice the Customer as specified in the Agreement. Each invoice will include such supporting information required by the Customer to verify the accuracy of the invoice including but not limited to the relevant Purchase Order number and a breakdown of the Services supplied in the invoice period.
6.3 In consideration of the supply of the Services by the Supplier, the Customer will pay the Supplier the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order number. Payments may be withheld or reduced by the Customer in the event of unsatisfactory performance without prejudice to the Customer’s other rights and remedies under this Agreement.
6.4 Where the Supplier enters into a sub-contract for the purpose of performing its obligations under this Agreement, it will ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice.
6.5 All amounts stated are exclusive of VAT which will be charged at the prevailing rate. The Customer will, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable on the services supplied.
6.6 If there is a dispute as to the amount invoiced the Customer will pay the undisputed amount.
6.7 If a payment of an undisputed amount is not made by the Customer by the due date, then the Customer will pay the Supplier interest at a rate which will compensate for such loss as has been directly caused by the late payment. The interest rate will not be at a rate higher than the interest rate specified in the Late Payment of Commercial Debts (Interest) Xxx 0000. Any disputed amounts will be resolved through the dispute resolution procedure detailed in clause 40.
6.8 The Supplier will not suspend the supply of the Services unless the Supplier is entitled to terminate this Agreement for a failure to pay undisputed sums in accordance with clause 15.2.
Charges, Taxes and Expenses Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
