Compensation for Taxes Sample Clauses

Compensation for Taxes. If at any time during the term of this Agreement there should be levied or assessed against either of the Parties any direct taxes by any taxing authority on the power and/or energy generated, purchased, sold, transmitted, interchanged, or exchanged under this Agreement, which taxes are in addition to or different from the forms of direct taxes being levied or assessed on the date of this Agreement and such direct taxes results in increasing the cost to either or both Parties of carrying out the provisions of this Agreement, then the rates and charges for such power and/or energy furnished hereunder shall be increased automatically to the extent necessary to make adequate and equitable allowance for such taxes.
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Compensation for Taxes. The Borrower shall indemnify Subordinate Lender for the full amount of taxes (other than income taxes, franchise taxes and taxes imposed on or measured by net capital) imposed by any Governmental Authority on (i) the Subordinate Loan, (ii) amounts payable or paid to Subordinate Lender hereunder or under any other Loan Document, or (iii) any taxes payable under this Section 2.1.1.1, and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto. Payment under this indemnification shall be made within ten (10) days after the date the Subordinate Lender makes written demand therefor. The agreements and obligations of the Borrower contained in this Section 2.1.1.1 shall survive the payment in full of the Subordinate Loan and the termination of this Agreement, provided however that such obligations shall cease with respect to any specific tax upon the expiration of the statute of limitations applicable to such tax.
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Compensation for Taxes. The Borrower shall indemnify NT Senior Lender for the full amount of taxes (other than income taxes, franchise taxes and taxes imposed on or measured by net capital) imposed by any Governmental Authority on (i) the NT Senior Loan, (ii) amounts payable or paid to NT Senior Lender hereunder or under any other Loan Document, or (iii) any taxes payable under this Section 2.1.1.1, and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto. Payment under this indemnification shall be made within ten (10) days after the date the NT Senior Lender makes written
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Compensation for Taxes. The Borrower shall indemnify GSSIF Senior Lender for the full amount of taxes (other than income taxes, franchise taxes and taxes imposed on or measured by net capital) imposed by any Governmental Authority on (i) the GSSIF Senior Loan, (ii) amounts payable or paid to GSSIF Senior Lender hereunder or under any other Loan Document, or (iii) any taxes payable under this Section 2.1.1.1, and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto. Payment under this indemnification shall be made within ten (10) days after the date the GSSIF Senior Lender makes written demand therefor. The agreements and obligations of the Borrower contained in this Section 2.1.1.1 shall survive the payment in full of the GSSIF Senior Loan and the termination of this Agreement, provided however that such obligations shall cease with respect to any specific tax upon the expiration of the statute of limitations applicable to such tax.
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Compensation for Taxes. The Borrower shall indemnify the Lender for the full amount of taxes (other than income taxes, franchise taxes or taxes imposed on or measured by net capital) imposed by any Governmental Authority on (i) the Loan, (ii) amounts payable or paid to the Lender hereunder or under any other Loan Document, or (iii) any taxes payable under this Section 2.4(c), and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto. Payment under this indemnification shall be made within fifteen (15) Business Days after the date the Lender makes written demand therefor. The agreements and obligations of the Borrower contained in this Section 2.4(c) shall survive the payment in full of the Loan and the termination of this Agreement.
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Compensation for Taxes. The Grantors warrant that they will be held liable for providing full and just compensation for any and all applicable charges, fees, and all other applicable charges, regardless of its nature.
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Related to Compensation for Taxes

  • Gross Up for Taxes If any Borrower shall be required by Applicable Law to withhold or deduct any taxes from or in respect of any sum payable under this Agreement or any of the Other Documents to Agent, or any Lender, assignee of any Lender, or Participant (each, individually, a “Payee” and collectively, the “Payees”), (a) the sum payable to such Payee or Payees, as the case may be, shall be increased as may be necessary so that, after making all required withholding or deductions, the applicable Payee or Payees receives an amount equal to the sum it would have received had no such withholding or deductions been made (the “Gross-Up Payment”), (b) such Borrower shall make such withholding or deductions, and (c) such Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with Applicable Law. Notwithstanding the foregoing, no Borrower shall be obligated to make any portion of the Gross-Up Payment that is attributable to any withholding or deductions that would not have been paid or claimed had the applicable Payee or Payees properly claimed a complete exemption with respect thereto pursuant to Section 3.11 hereof.

  • Compensation for Losses Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

  • Indemnification for Taxes (a) Seller shall indemnify and hold harmless Purchaser from and against all Taxes imposed on the Company: (i) for any Pre-Closing Period; (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 (or a comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, (iii) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.

  • ALPS Compensation; Expenses (a) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; administration, transfer agency, and custodial expenses; interest; Fund directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Fund’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information, other offering documents and supplements, proxy materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

  • Full Compensation Subrecipient agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Subrecipient of all its duties and obligations hereunder.

  • COMPENSATION; EXPENSES (a) In consideration of the foregoing, the Advisor shall pay the Sub-advisor, with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the Advisor daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle of a month or if this Agreement terminates before the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be, shall be prorated according to the proportion that the period bears to the full month in which the effectiveness or termination occurs. Upon the termination of this Agreement with respect to the Fund, the Advisor shall pay to the Sub-advisor such compensation as shall be payable prior to the effective date of termination.

  • Cash Compensation The Company shall pay to the Executive compensation for his services during the Contract Period as follows:

  • Employment Taxes All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

  • Final Compensation Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS prior to January 15, 2011, is based on the highest average monthly pay rate during twelve (12) consecutive months of employment. Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS on or after January 15, 2011, is based on the highest average monthly pay rate during thirty-six (36) consecutive months of employment.

  • Additional Compensation Notwithstanding anything in this Memorandum of Understanding to the contrary when in the judgment of the Board, it becomes necessary or desirable to utilize the services of County employees in capacities other than those for which they are regularly employed, the Board may authorize and, if appropriate, fix an additional rate of compensation for such employees.

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