Character of Payments. To the extent permitted by applicable law, the parties agree that any indemnification payments (and/or payments or adjustments) made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the purchase price.
Character of Payments. The PARTIES agree that, for purposes of determining the applicability of any Taxes, the payments to be made under this Agreement constitute payments for tangible property and the license of intellectual property. However, in the event that the governing tax authority (the “Tax Authority”) qualifies such payment differently, any additional taxes that may be applied (including without limitation, any interest and penalties that may be unpaid) shall [*].
Character of Payments. For Tax purposes, the Parties agree to treat any payment pursuant to this Agreement in the same manner as a capital contribution by Dover to Xxxxxxx or an adjustment to the Contribution made in the last taxable period beginning before the Distribution (or corresponding treatment with respect to any Internal Distribution) and, accordingly, as not includible in the gross income of the recipient and not deductible by the payor to the extent allowed under Law. If pursuant to a Determination it is determined that the receipt or accrual of any payment made under this Agreement is subject to any Tax, the Party making such payment shall be responsible for the After-Tax Amount with respect to such payment. The failure of a Party to include an After-Tax Amount in a demand for payment pursuant to this Agreement shall not be deemed a waiver by the Party of its right to receive an After-Tax Amount with respect to such payment.
Character of Payments. Unless the Agreement states otherwise, monetary consideration for a taxable supply under the Agreement is GST-exclusive.
Character of Payments. The Parties agree that, for purposes of determining the applicability of any Taxes, the payments to be made under this Agreement constitute payments for tangible property and licensure of intellectual property. However, in the event that the governing tax authority (“Tax Authority”) recharacterizes such payment, any additional taxes (other than taxes on income, gains or profits levied against Selexis by any competent Swiss tax authority) that may be applied (including any interest and penalties that may be unpaid) shall be the responsibility of [ ** ].
Character of Payments. Any payment made by ONEOK, Northern Border, or any of their respective Subsidiaries (including the Entities) under this Section 10 shall constitute an adjustment to the consideration contributed for the Units for all tax purposes.
Character of Payments. The Parties agree that, for purposes of determining the applicability of any Taxes, the payments to be made under this Agreement constitute payments for tangible property and licensure of intellectual property. However, in the event that the governing tax authority (“Tax Authority”) recharacterizes such payment, any additional taxes (other than taxes on income, gains or profits levied against Selexis by any competent Swiss tax authority) that may be applied (including any interest and penalties that may be unpaid) shall be the responsibility of [ ** ]. ** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. C1907v1 11 of 31 Neogenix Oncology Selexis SA CONFIDENTIAL 31.1C Project
Character of Payments. The Parties agree that, for purposes of determining the applicability of any Taxes, the payments to be made under Sections 3.6.1, 3.6.2, 4.3, 4.4 and 4.5 constitute royalties. However, in the event that the governing tax authority recharacterizes any such payment, any additional Taxes that may be imposed (including any interest and penalties that may be imposed thereon) shall be the responsibility of Infinity, and Amgen shall have a right of offset with respect to such amounts pursuant to Section 4.8.4.
Character of Payments. Any payment made by the Seller, the Purchaser, or any of their respective subsidiaries (including the Company and any of its subsidiaries) under this Article VII shall constitute an adjustment to the Purchase Price for all tax purposes.
Character of Payments. For Tax purposes, the parties agree to treat any payment (other than payments of interest pursuant to Section 6.1(c) of this Agreement and After Tax Amounts) pursuant to this Agreement as a capital contribution by TFS to Brillian or a distribution by Brillian to TFS made in the last tax period beginning before the Distribution and, accordingly, as not includible in the taxable income of the recipient and not deductible by the payor. If pursuant to a Final Determination it is determined that the receipt or accrual of any payment made under this Agreement (other than payments of interest pursuant to Section 6.1(c)) is subject to any Tax, the party making such payment shall be liable for the After Tax Amount with respect to such payment. A party may choose not to specify an After Tax Amount in a demand for payment pursuant to this Agreement without thereby being deemed to have waived its right subsequently to demand an After Tax Amount with respect to such payment.
