Common use of Currency and Taxes Clause in Contracts

Currency and Taxes. A. Vistana shall bear and be responsible for all taxes, duties and deductions (including any sales, value added, use, excise, gross receipts, income, goods and service taxes, stamp or other duties, fees, deductions, withholdings or other payments, and including penalties and interest as a result of failure to comply) (collectively, “Taxes”) levied on, deducted or withheld from, or assessed or imposed on any payments or reimbursements made by Vistana to Starwood or its designee (including Reimbursable Expenses) under this Agreement by any Governmental Authority or imposed on Starwood or its designee due to any such payments or reimbursements, other than corporate net income taxes imposed as a result of (i) Starwood or its designee, as applicable, being organized under the laws of, or having its principal office in, the jurisdiction imposing such tax or (ii) a present or former connection between Starwood or its designee, as applicable, and the jurisdiction imposing the tax (other than any connection arising from Starwood or its designee, as applicable, having executed, delivered, become a party to, performed its obligations under, received payments under, engaged in any other transaction pursuant to or enforced this Agreement) (collectively, “Connection Income Taxes”). If Starwood or its designee pays such amounts due, then Vistana must reimburse Starwood for all payments of such Taxes Starwood or its designee makes so that the amount of Vistana’s payments that Starwood retains after payment of the applicable Taxes equals the full amount of the payments Vistana was required to make under this Agreement had the Tax not been imposed upon Starwood. All amounts payable pursuant to this Agreement or any related agreement between Starwood (or its designee) and Vistana are exclusive of any such Taxes. For clarification, if Taxes (other than Connection Income Taxes) are required to be deducted or withheld from any payment or reimbursement under this Agreement (including payments pursuant to this Section 3.4) to Starwood or its designee, Vistana shall gross-up or increase such payment so that Starwood or its designee receives the same amount that it would have received if no Taxes were applicable. To the extent any Applicable Law requires or allows deduction, payment or withholding of Taxes to be paid by the paying party directly to a Governmental Authority, the paying party must account for and pay such amounts promptly and provide to the other party receipts or other proof of such payment promptly upon request of the other party. B. Vistana shall be responsible for and administer payment of all stamp duties and other Taxes or charges imposed with respect to the execution or registration of this Agreement. C. Vistana and its Affiliates must promptly pay when due all Taxes levied or assessed against Vistana and its Affiliates by any Tax authority relating to the Licensed Vacation Ownership Properties and the Licensed Business, Vistana, its Affiliates, this Agreement, the payment obligations hereunder or otherwise in connection with the operation of the Licensed Vacation Ownership Properties or the Licensed Business. D. All amounts payable to Starwood shall be invoiced in U.S. Dollars unless Starwood otherwise designates the currency of the jurisdiction in which the Entity issuing the relevant invoice is located or in which the expense was incurred. The exchange rate shall be set each month by Starwood as taken from an international reporting service and applied to substantially all Starwood Lodging Facilities. Payment shall be due within thirty (30) days of delivery of the invoice (unless this Agreement expressly provides otherwise), and made in the currency of the invoice in immediately available funds, at the location designated by Starwood from time to time. Starwood may require that any such payments be made through electronic debit/credit transfer of funds programs specified by Starwood from time to time, and Vistana shall pay such fees and costs and do such things as Starwood deems necessary or advisable to effect such transfers of funds. Vistana shall use all available means to obtain any Approvals necessary to make payments in the currency and to the location designated in accordance with this Section 3.

Appears in 3 contracts

Samples: License, Services and Development Agreement (Starwood Hotel & Resorts Worldwide, Inc), License, Services and Development Agreement (Vistana Signature Experiences, Inc.), Separation Agreement (Starwood Hotel & Resorts Worldwide, Inc)

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Currency and Taxes. A. Vistana shall bear All amounts payable to Licensor or Licensee or their respective Affiliates under this Agreement, the Electronic Systems License Agreement, and be responsible the Design Review Addendum and, except as expressly otherwise agreed to by the parties, any other payments required for all taxesservices provided to Licensee or its Affiliates by Licensor or its Affiliates pursuant to this Agreement, duties and deductions including those provided under Section 11.2 (including any sales, value added, use, excise, gross receipts, income, goods and service taxes, stamp judgment or other duties, fees, deductions, withholdings or other payments, and including penalties and interest as a result of failure to complyarbitral award) must be paid in United States Dollars (collectively, “TaxesPayment Obligations) ). B. Licensee and its Affiliates must promptly pay when due all Taxes levied onor assessed against Licensee and its Affiliates by any Tax authority relating to the Projects and the MVW Xxxx-Xxxxxxx Business, deducted or withheld fromLicensee, its Affiliates, this Agreement, the Payment Obligations, or in connection with the operation of the Projects or the MVW Xxxx-Xxxxxxx Business. C. Subject to Section 3.8.D., Licensor and its Affiliates must promptly pay when due all Taxes levied or assessed against Licensor and its Affiliates by any Tax authority relating to the Projects and the MVW Xxxx-Xxxxxxx Business, Licensor, its Affiliates, this Agreement, the Payment Obligations, or imposed on in connection with the operation of the Projects or the MVW Xxxx-Xxxxxxx Business. D. Except with respect to the Royalty Fees required to be paid under Section 3.1, any payments amount to be paid or reimbursements made by Vistana to Starwood or its designee (including Reimbursable Expenses) reimbursed under this Agreement by to Licensor or Licensee or their respective Affiliates, for reimbursable expenses, including Travel Expenses, shall be made free and clear and without deduction for any Governmental Authority or imposed on Starwood or its designee due to any such payments or reimbursements, other than corporate net income taxes imposed as a result of (i) Starwood or its designee, as applicable, being organized under the laws of, or having its principal office in, the jurisdiction imposing such tax or (ii) a present or former connection between Starwood or its designee, as applicable, and the jurisdiction imposing the tax (other than any connection arising from Starwood or its designee, as applicable, having executed, delivered, become a party to, performed its obligations under, received payments under, engaged in any other transaction pursuant to or enforced this Agreement) (collectively, “Connection Income Taxes”). If Starwood or its designee pays such amounts due, then Vistana must reimburse Starwood for all payments of such Taxes Starwood or its designee makes so that the amount actually received in respect of Vistana’s payments that Starwood retains such payment (after payment of the applicable Taxes Taxes) equals the full amount of the payments Vistana was required to make under this Agreement had the Tax not been imposed upon Starwood. All amounts payable pursuant to this Agreement or any related agreement between Starwood (or its designee) and Vistana are exclusive of any such Taxes. For clarification, if Taxes (other than Connection Income Taxes) are required stated to be deducted or withheld from any payment or reimbursement under this Agreement (including payments pursuant to this Section 3.4) to Starwood or its designee, Vistana shall gross-up or increase payable in respect of such payment so that Starwood or its designee receives the same amount that it would have received if no Taxes were applicablepayment. To the extent any Applicable Law requires or allows deduction, payment or withholding of Taxes to be paid by the paying party directly to a Governmental Authoritygovernmental authority, the paying party must account for and pay such amounts promptly and provide to the other receiving party receipts or other proof of such payment promptly upon request of the other partyreceipt. B. Vistana shall be responsible for and administer payment of all stamp duties and other Taxes or charges imposed with respect to the execution or registration of this Agreement. C. Vistana and its Affiliates must promptly pay when due all Taxes levied or assessed against Vistana and its Affiliates by any Tax authority relating to the Licensed Vacation Ownership Properties and the Licensed Business, Vistana, its Affiliates, this Agreement, the payment obligations hereunder or otherwise in connection with the operation of the Licensed Vacation Ownership Properties or the Licensed Business. D. All amounts payable to Starwood shall be invoiced in U.S. Dollars unless Starwood otherwise designates the currency of the jurisdiction in which the Entity issuing the relevant invoice is located or in which the expense was incurred. The exchange rate shall be set each month by Starwood as taken from an international reporting service and applied to substantially all Starwood Lodging Facilities. Payment shall be due within thirty (30) days of delivery of the invoice (unless this Agreement expressly provides otherwise), and made in the currency of the invoice in immediately available funds, at the location designated by Starwood from time to time. Starwood may require that any such payments be made through electronic debit/credit transfer of funds programs specified by Starwood from time to time, and Vistana shall pay such fees and costs and do such things as Starwood deems necessary or advisable to effect such transfers of funds. Vistana shall use all available means to obtain any Approvals necessary to make payments in the currency and to the location designated in accordance with this Section 3.

Appears in 2 contracts

Samples: License Agreement (Marriott Vacations Worldwide Corp), License, Services and Development Agreement (Marriott Vacations Worldwide Corp)

Currency and Taxes. A. Vistana shall bear and be responsible for all taxes, duties and deductions (including any sales, value added, use, excise, gross receipts, income, goods and service taxes, stamp or other duties, fees, deductions, withholdings or other payments, and including penalties and interest as a result of failure to comply) (collectively, “Taxes”) levied on, deducted or withheld from, or assessed or imposed on any payments or reimbursements made by Vistana to Starwood or its designee (including Reimbursable Expenses) under this Agreement by any Governmental Authority or imposed on Starwood or its designee due to any such payments or reimbursements, other than corporate net income taxes imposed as a result of (i) Starwood or its designee, as applicable, being organized under the laws of, or having its principal office in, the jurisdiction imposing such tax or (ii) a present or former connection between Starwood or its designee, as applicable, and the jurisdiction imposing the tax (other than any connection arising from Starwood or its designee, as applicable, having executed, delivered, become a party to, performed its obligations under, received payments under, engaged in any other transaction pursuant to or enforced this Agreement) (collectively, “Connection Income Taxes”). If Starwood or its designee pays such amounts due, then Vistana must reimburse Starwood for all payments of such Taxes Starwood or its designee makes so that the amount of Vistana’s payments that Starwood retains after payment of the applicable Taxes equals the full amount of the payments Vistana was required to make under this Agreement had the Tax not been imposed upon Starwood. All amounts payable pursuant to this Agreement or any related agreement between Starwood (or its designee) and Vistana are exclusive of any such Taxes. For clarification, if Taxes (other than Connection Income Taxes) are required to be deducted or withheld from any payment or reimbursement under this Agreement (including payments pursuant to this Section 3.4) to Starwood or its designee, Vistana shall gross-up or increase such payment so that Starwood or its designee receives the same amount that it would have received if no Taxes were applicable. To the extent any Applicable Law requires or allows deduction, payment or withholding of Taxes to be paid by the paying party directly to a Governmental Authority, the paying party must account for and pay such amounts promptly and provide to the other party receipts or other proof of such payment promptly upon request of the other party. B. Vistana shall be responsible for and administer payment of all stamp duties and other Taxes or charges imposed with respect to the execution or registration of this Agreement. C. Vistana and its Affiliates must promptly pay when due all Taxes levied or assessed against Vistana and its Affiliates by any Tax authority relating to the Licensed Vacation Ownership Properties and the Licensed Business, Vistana, its Affiliates, this Agreement, the payment obligations hereunder or otherwise in connection with the operation of the Licensed Vacation Ownership Properties or the Licensed Business. D. All amounts payable to Starwood shall be invoiced in U.S. Dollars unless Starwood otherwise designates the currency of the jurisdiction in which the Entity issuing the relevant invoice is located or in which the expense was incurred. The exchange rate shall be set each month by Starwood as taken from an international reporting service and applied to substantially all Starwood Lodging Facilities. Payment shall be due within thirty (30) days of delivery of the invoice (unless this Agreement expressly provides otherwise), and made in the currency of the invoice in immediately available funds, at the location designated by Starwood from time to time. Starwood may require that any such payments be made through electronic debit/credit transfer of funds programs specified by Starwood from time to time, and Vistana shall pay such fees and costs and do such things as Starwood deems necessary or advisable to effect such transfers of funds. Vistana shall use all available means to obtain any Approvals necessary to make payments in the currency and to the location designated in accordance with this Section 3.

Appears in 1 contract

Samples: Separation Agreement (Starwood Hotel & Resorts Worldwide, Inc)

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Currency and Taxes. A. Vistana shall bear (a) All amounts payable to Licensor or Licensee or their respective Affiliates under this Agreement, the Hotel Reservation System Services Agreement, the Gold Passport Participation Agreement, the Carmel Hotel Franchise Agreement, the Sublicense Agreements, and be responsible the Hyatt Technical Services Consulting Agreements and, except as expressly otherwise agreed to by the parties, any other payments required for all taxesservices provided to Licensee, duties and deductions its Permitted Affiliates or Permitted Sublicensees by Licensor or its Affiliates pursuant to this Agreement (including any judgment or arbitral award) must be paid in United States Dollars (collectively, “Payment Obligations”). With respect to amounts requiring conversion to United States Dollars, such amounts shall be calculated and converted using the exchange rate as reported by the Wall Street Journal or such other financial institution as the parties may agree in writing, as follows: (i) when calculating the Royalty Fees, such amounts shall be converted using the exchange rate in effect on the date such payment is due, or if payments are invoiced, the date of Licensor’s invoice, which shall be sent in accordance with its normal business practices; (ii) when calculating the amounts due to Licensor or Licensee under this Agreement in respect of reimbursable expenses incurred in currencies other than United States Dollars, such amounts shall be converted using the exchange rate in effect on the date such reimbursable expenses were incurred, and (iii) when calculating overdue payments and related interest payable to Licensor under this Agreement, these amounts shall be converted using the exchange rate that will yield the greatest United States Dollars in effect either (x) in accordance with the payment dates specified for such amounts in this Agreement or (y) at the time of payment. (b) Licensee, its Permitted Affiliates and Permitted Sublicensees must promptly pay when due all Taxes levied or assessed against Licensee and its Permitted Affiliates by any Tax authority relating to the Projects and the Licensed Business, Licensee, its Permitted Affiliates, Permitted Sublicensees, this Agreement, the Payment Obligations or in connection with the operation of the Projects or the Licensed Business. Subject to Sections 3.6(c) and (d) below and to the extent the failure to pay such Taxes has an adverse effect on Licensee, Licensor and its Affiliates shall promptly pay when due all Taxes levied or assessed directly against it or any of its Affiliates by any Tax authority relating to this Agreement or the Payment Obligations. (c) If any gross receipts, sales, value added, use, excise, gross receipts, income, goods and service taxes, stamp value added or other duties, fees, deductions, withholdings or other payments, and including penalties and interest as a result of failure similar tax is imposed upon Licensor due to comply) (collectively, “Taxes”) levied on, deducted or withheld from, or assessed or imposed on any payments or reimbursements made by Vistana payment Licensee makes to Starwood or its designee (including Reimbursable Expenses) Licensor under this Agreement by any Governmental Authority or imposed on Starwood or its designee due to any such payments or reimbursements, other than corporate net (but not Licensor’s own income taxes imposed as a result of (itaxes) Starwood or its designee, as applicable, being organized under the laws of, or having its principal office in, the jurisdiction imposing such tax or (ii) a present or former connection between Starwood or its designee, as applicable, and the jurisdiction imposing the tax (other than any connection arising from Starwood or its designee, as applicable, having executed, delivered, become a party to, performed its obligations under, received payments under, engaged in any other transaction pursuant to or enforced this Agreement) (collectively, “Connection Income Taxes”). If Starwood or its designee Licensor pays such amounts due, then Vistana Licensee must reimburse Starwood Licensor for all payments of such Taxes Starwood or its designee taxes Licensor makes so that the amount of VistanaLicensee’s payments that Starwood Licensor retains after payment of paying the applicable Taxes taxes equals the full amount of the payments Vistana Licensee was required to make under this Agreement had the Tax tax not been imposed upon StarwoodLicensor. All amounts payable pursuant to this Agreement or any related agreement between Starwood Licensor (or its designeeAffiliate) and Vistana Licensee are exclusive of any such Taxestaxes. For clarificationAccordingly, if Taxes applicable, and to the extent Licensee is aware of such tax payments to be made by Licensor, Licensee’s payments shall, in addition, include an amount equal to any and all such taxes imposed by law on any payments to be made pursuant to this Agreement or any related agreement. Licensor shall reasonably cooperate with Licensee, at Licensee’s cost, with respect to attempts by Licensee to negotiate with the applicable Governmental Authority for an exemption of the Licensed Business from such taxes imposed by law on such payments. (other than Connection Income Taxesd) are Except with respect to the Royalty Fees required to be deducted paid under this Article 3, any amount to be paid or withheld from any payment or reimbursement reimbursed under this Agreement (to Licensor or Licensee or their respective Affiliates, for reimbursable expenses, including payments pursuant to this Section 3.4) to Starwood Travel Expenses, shall be made free and clear and without deduction for any Taxes or its designee, Vistana shall gross-up or increase withholding of Taxes so that the amount actually received in respect of such payment so that Starwood or its designee receives (after payment of Taxes) equals the same full amount that it would have received if no Taxes were applicablestated to be payable in respect of such payment. To the extent any Applicable Law requires or allows deduction, payment or withholding of Taxes to be paid by the paying party directly to a Governmental Authority, the paying party must account for and pay such amounts promptly and provide to the other receiving party receipts or other proof of such payment promptly upon request of the other partyreceipt. B. Vistana shall be responsible for and administer payment of all stamp duties and other Taxes or charges imposed with respect to the execution or registration of this Agreement. C. Vistana and its Affiliates must promptly pay when due all Taxes levied or assessed against Vistana and its Affiliates by any Tax authority relating to the Licensed Vacation Ownership Properties and the Licensed Business, Vistana, its Affiliates, this Agreement, the payment obligations hereunder or otherwise in connection with the operation of the Licensed Vacation Ownership Properties or the Licensed Business. D. All amounts payable to Starwood shall be invoiced in U.S. Dollars unless Starwood otherwise designates the currency of the jurisdiction in which the Entity issuing the relevant invoice is located or in which the expense was incurred. The exchange rate shall be set each month by Starwood as taken from an international reporting service and applied to substantially all Starwood Lodging Facilities. Payment shall be due within thirty (30) days of delivery of the invoice (unless this Agreement expressly provides otherwise), and made in the currency of the invoice in immediately available funds, at the location designated by Starwood from time to time. Starwood may require that any such payments be made through electronic debit/credit transfer of funds programs specified by Starwood from time to time, and Vistana shall pay such fees and costs and do such things as Starwood deems necessary or advisable to effect such transfers of funds. Vistana shall use all available means to obtain any Approvals necessary to make payments in the currency and to the location designated in accordance with this Section 3.

Appears in 1 contract

Samples: Master License Agreement (Interval Leisure Group, Inc.)

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