Costs and Tax Sample Clauses

Costs and Tax. Spansion will be solely responsible for seeking Court approval for the settlement terms set forth in Section 6.1 and shall pay all of its own costs and expenses related thereto. Spansion shall also be responsible for any Korean withholding tax owed by Samsung and arising out of the offset (in the amount of the Claim Purchase Amount) as set forth in Sections 6.1 and 6.2. Spansion agrees to timely provide such tax amounts to Samsung pursuant to Section 7.2 and allow Samsung to fulfill its Korean withholding tax requirements. Samsung agrees to provide commercially reasonable efforts to assist Spansion in securing Court approval of the Samsung claim, and Spansion agrees to reimburse Samsung for all costs and expenses reasonably arising from such assistance.
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Costs and Tax. 23.1 Except as otherwise provided in this Agreement (or any other Transaction Document), the Seller and the Purchaser shall each be responsible for its own Costs and charges incurred in connection with the Proposed Transaction. 23.2 Any stamp duty payable in the PRC in respect of the transfer of the Equity Interests and VIE Equity Interests shall be borne by the Seller. 23.3 The Parties agree that the Seller must submit any relevant documents to the competent tax authorities of the Target in the PRC (the PRC Tax Authorities) in respect of the sale of the Equity Interests under this Agreement. The Seller undertakes to make all applicable filings and payments (if any) to the PRC Tax Authorities pursuant to all applicable tax rules and regulations as a result of its entry into and performance of this Agreement and the other Transaction Documents (including as a result of receipt of the Consideration). In consideration of the foregoing, the Purchaser agrees not to make any deduction or withholding of any taxes from the Consideration and will ensure that the Seller receives the same amount which would have been received by it had no such deduction or withholding been required to be made. Within five (5) Business Days upon Seller’s payment of the taxes pursuant to this clause 23.3, the Seller shall provide the Purchaser with the receipt issued by the PRC Tax Authorities, evidencing the due payment of the taxes payable by the Seller in relation to the transfer of the Equity Interests. 23.4 The Seller shall indemnify and hold harmless the Purchaser and the Target for any losses suffered or incurred by it resulting from or arising out of any failure by the Seller to perform, in whole or in part, its obligations in clause 23.3 or any claims by the PRC Tax Authorities in connection with the taxes payable by the Seller under clause 23.3, provided always that the Seller shall not be required to indemnify the Purchaser or the Target in respect of any losses suffered or incurred to the extent that such losses relate to or arise out of any failure by the Purchaser or any Target Group Company to assist with any reasonable requests of the Seller in connection with the filings to the PRC Tax Authorities under clause 23.3.
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Costs and Tax. Each Party shall bear its own costs and expenses (including attorney fees and transaction costs) incurred by it in its preparation, negotiation, execution and performance of this Agreement and completion of the transactions contemplated hereunder.
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Costs and Tax. 25.1 Subject to Clause 25.2 and 25.3 and except as otherwise provided in this Agreement (or any other Transaction Document), the Seller and the Purchaser shall each be responsible for its own costs and expenses (including Taxation) incurred in connection with the Proposed Transaction. 25.2 The Purchaser shall bear all fees relating to satisfying the Regulatory Condition, and all stamp duty, stamp duty reserve tax or other documentary, transfer or registration duties or taxes (including in each case any related interest or penalties) arising as a result of the entry into or implementation of this Agreement or any of the other Transaction Documents. 25.3 The Seller shall bear fees relating to the W&I Policy up to a maximum amount equal to USD$229,760 (the Seller W&I Cost) (which is expected to be 50% of the total fees (including underwriting fees) relating to the W&I Policy), which shall be discharged by the deduction set out in Clause 2.1(c) of this Agreement. 25.4 The provisions of Schedule 8 (Tax Covenant) shall apply in relation to Taxation and shall come into effect at Closing.
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Costs and Tax. 12.3.1 All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fees and expenses, whether or not the transactions contemplated by this Agreement are consummated. 12.3.2 PSA shall prepare and provide Purchaser with a Tax exemption application (the “Tax Exemption Application”) in respect of Capital Gains Tax. Upon receipt of the Tax Exemption Application, Purchaser shall file the Tax Exemption Application with the relevant Tax Authority as soon as practicable and in no event later than the ninth (9th ) day of the month immediately following the month that includes the Closing Date. If such Tax Exemption Application is accepted by the relevant Tax Authority, Purchaser shall deliver to PSA a copy of such acceptance immediately after the receipt of such acceptance.
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Costs and Tax. 16.1 Subject to Clause 16.2, each party shall bear the costs and expenses incurred by it or on its behalf in connection with the preparation, negotiation and implementation of this Agreement and the transactions contemplated herein. 16.2 The Vendor shall pay the reasonable costs and expenses incurred by the Purchaser in relation to the making or obtaining of all approvals, consents, filings, notification, waivers and reliefs to or from the Governmental Authorities necessary for such transaction, either prior to, on or after the date of this Agreement. 16.3 Without prejudice to the generality of Clause 16.1, the Purchaser shall bear all stamp duty, stamp duty reserve tax or other similar transfer Taxes payable to the Inland Revenue Authority of Singapore (IRAS) arising from the transfer of the Shares pursuant to Clause 2 (Sale of Shares), and that any interest, additions and penalties that arise as a result of the Purchaser’s failure to timely and properly pay such Taxes shall be borne exclusively by the Purchaser.
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Costs and Tax. The costs, expenses, and taxes levied on in the negotiation, preparation, execution and delivery of this Agreement shall be borne respectively by Buyer and Seller.
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Related to Costs and Tax

  • Costs and Taxes Each Party shall bear its own costs and taxes arising out of the negotiation, preparation and execution of this Agreement.

  • Fees and Taxes 8.1 All fees payable to Oracle are due within thirty (30) days from the invoice date. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value-added or other similar taxes imposed by applicable law that Oracle must pay based on the Services You ordered, except for taxes based on Oracle’s income. Also, You will reimburse Oracle for reasonable expenses related to providing any Professional Services. Fees for Services listed in an order are exclusive of taxes and expenses. 8.2 You understand that You may receive multiple invoices for the Services You ordered. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at xxxx://xxxxxx.xxx/contracts. 8.3 You agree and acknowledge that You have not relied on the future availability of any Services, programs or updates in entering into the payment obligations in Your order; however, the preceding does not relieve Oracle of its obligation during the Services Period to deliver Services that You have ordered per the terms of this Agreement.

  • Costs, Expenses and Taxes (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

  • Fees, Expenses and Taxes Customer shall pay or reimburse MLBFS for: (i) all Uniform Commercial Code filing and search fees and expenses incurred by MLBFS in connection with the verification, perfection or preservation of MLBFS' rights hereunder or in the Collateral or any other collateral for the Obligations; (ii) any and all stamp, transfer and other taxes and fees payable or determined to be payable in connection with the execution, delivery and/or recording of this Loan Agreement or any of the Additional Agreements; and (iii) all reasonable fees and out-of-pocket expenses (including, but not limited to, reasonable fees and expenses of outside counsel) incurred by MLBFS in connection with the collection of any sum payable hereunder or under any of the Additional Agreements not paid when due, the enforcement of this Loan Agreement or any of the Additional Agreements and the protection of MLBFS' rights hereunder or thereunder, excluding, however, salaries and normal overhead attributable to MLBFS' employees. Customer hereby authorizes MLBFS, at its option, to either cause any and all such fees, expenses and taxes to be paid with a WCMA Loan, or invoice Customer therefor (in which event Customer shall pay all such fees, expenses and taxes within 5 Business Days after receipt of such invoice). The obligations of Customer under this paragraph shall survive the expiration or termination of this Loan Agreement and the discharge of the other Obligations.

  • Expenses and Taxes The Borrowers agree (a) to pay or reimburse the Administrative Agent and the other Agents for all reasonable and out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents (including reasonable expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses), and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one primary counsel to the Agents and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty, and (b) to pay or reimburse the Administrative Agent, the other Agents and each Lender for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including, without duplication of Indemnified Taxes or Other Taxes paid or indemnified pursuant to Sections 3.01 and 3.04, any proceeding under any Debtor Relief Law or in connection with any workout or restructuring and all documentary taxes associated with the Facilities), including the fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, the other Agents and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and of special counsel for each relevant specialty and, in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction for each Lender or group of Lenders or Agents subject to such conflict), in each case without duplication for any amounts paid (or indemnified) under Section 3.01. The foregoing costs and expenses shall include, without duplication of Indemnified Taxes or Other Taxes paid or indemnified pursuant to Sections 3.01 and 3.04, all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid within 30 days after invoiced or demand therefor (with a reasonably detailed invoice with respect thereto) (except for any such costs and expenses incurred prior to the Closing Date, which shall be paid on the Closing Date to the extent invoiced at least 5 Business Days prior to the Closing Date). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent after any applicable grace periods have expired, in its sole discretion and the Borrowers shall, on a joint and several basis, immediately reimburse the Administrative Agent, as applicable.

  • Rates and Taxes Municipal tax, surcharges, Multistoried Building Tax, Water Tax and other levies in respect of the Building and/or the Premises save those separately assessed in respect of any unit.

  • Attorney Costs, Expenses and Taxes The Borrower agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

  • Transfer Fees and Taxes If any of the Common Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.

  • Prices and Taxes Prices will be as quoted in writing by HP or, in the absence of a written quote, as set out on our website, customer-specific portal, or HP published list price at the time an order is submitted to HP. Prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling) unless otherwise quoted. If a withholding tax is required by law, please contact the HP order representative to discuss appropriate procedures. HP will charge separately for reasonable out-of-pocket expenses, such as travel expenses incurred in providing professional services.

  • Insurance and Taxes The Consultant agrees to arrange for the Consultant's own liability, disability, health, and workers' compensation insurance, and that of the Consultant's employees, if any. The Consultant further agrees to be responsible for the Consultant's own tax obligations accruing as a result of payments for services rendered under this Agreement, as well as for the tax withholding obligations with respect to the Consultant's employees, if any. It is expressly understood and agreed by the Consultant that should the Company for any reason incur tax liability or charges whatsoever as a result of not making any withholdings from payments for services under this Agreement, the Consultant will reimburse and indemnify the Company for the same.

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