Determinations and Responsibilities Sample Clauses

Determinations and Responsibilities. Representative shall be the Party responsible for determining and complying with the requirements of the Internal Revenue Service (IRS) and applicable state and local tax laws with respect to reporting and withholding on Holders receiving disbursements made pursuant to this Agreement. Representative will instruct the Disbursing Agent with respect to any and all tax reporting and withholding by (i) specifying in writing the amount of any withholding prior to any disbursement, (ii) instructing the Disbursing Agent in writing as to the specific version(s) of information return(s) to be filed and distributed (e.g. IRS 1099, 1042, etc.), (iii) furnishing any information required in such information returns that the Disbursing Agent may reasonably request, and (iv) furnishing any guidance or direction in writing as may be reasonably requested by the Disbursing Agent, other than with respect to the allocation of Payment Amounts, which shall be provided by Representative. The Disbursing Agent has no direct knowledge of the recipients of the payments and is not in a position to characterize the nature of the payments made to recipients for tax purposes.
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Determinations and Responsibilities. Consistent with this Article 15, the Issuer shall be the party responsible for determining and complying with the requirements of the Internal Revenue Service and applicable state and local tax laws with respect to reporting and withholding on the Noteholder, subject to the Issuer’s covenant in Section 15.2 to treat all interest (including PIK Amounts) paid on the Notes as eligible for the exemption from U.S. federal withholding tax under Section 871(h) of the Code or Section 881(c) of the Code with respect to payments of “portfolio interest”. In furtherance of the foregoing, the Issuer shall inform the Collateral Agent with respect to any and all tax withholding undertaken by the Issuer in connection with amounts held in the Collection Account and the Issuer shall timely and properly file all information returns required to be filed in respect of payments made on the Notes (including, but not limited to, IRS Form 1099 and IRS Form 1042, as applicable). The Note Parties, the Purchasers and each Person who is from time to time a Noteholder shall treat the Notes as securities for all purposes, including securities laws and U.S. federal income tax purposes.
Sample 1

Related to Determinations and Responsibilities

  • Role and Responsibilities During the Employment Period, the Executive shall serve as Chief Commercial Officer of the Company, and shall perform such employment duties as are usual and customary for such position. The Executive shall report directly to the Chief Executive Officer of the Company. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s position as Chief Commercial Officer of the Company. In the event that the Executive serves in any one or more such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination, provided that the Executive otherwise remains employed under and performs the services contemplated by this Agreement.

  • Position and Responsibilities During the term of Executive’s employment hereunder, Executive agrees to serve as an Executive Vice President of the Bank. Executive shall perform administrative and management services for the Bank which are customarily performed by persons in a similar executive officer capacity. During said period, Executive also agrees to serve as an officer and director of any subsidiary of the Bank or the Company, if elected.

  • Roles and Responsibilities The project team shall comprise personnel from Intel and lmpinj. Intel shall: • Assign a project lead to provide project guidance and responses to Impinj’s questions and who has the authority to accept Impinj deliverables • To the extent Intel deems necessary or desirable, assign engineering resources on a full or part-time basis and provide the name of Intel’s engineering lead at SOW signing • Travel to lmpinj facilities as Intel deems necessary or desirable for engineering meetings and review of contract deliverables Impinj shall: • Assign a technical project lead acceptable to Intel who shall have the authority to execute all deliverable commitments • Assign engineering resources on a full or part-time basis and provide the name of lmpinj’s engineering lead at SOW signing • Travel to Intel facilities as necessary for engineering meetings and review of deliverables • Use commercially reasonable efforts to demonstrate performance of the Xxxxxxxx *** that meets or exceeds the specifications included in Appendix A • Impinj shall not be responsible of ***

  • Fund Responsibilities 3.1. The management and control of the Fund are vested exclusively in the Fund’s governing body (e.g., the board of directors or trustees for a Fund that is a mutual fund or the Trustee for a Fund that is a collective trust, as applicable) and such officers and agents as may be appointed by the board from time to time, subject to the terms and provisions of the Fund’s Governing Documents. The Fund’s governing body and the duly appointed officers and agents appointed by the governing body on behalf of the Fund will make all decisions, perform all management functions relating to the operation of the Fund and shall authorize all Transactions. Without limiting the foregoing, the Fund shall:

  • Term Position and Responsibilities (a) Term of Employment. ------------------ Unless the Employee's employment shall sooner terminate pursuant to Section 6, the Employer shall employ the Employee for a term commencing on April 1, 1997 and ending on March 31, 1998 (the "Initial Term"), and the Employee's employment shall continue thereafter at will.

  • Position, Duties and Responsibilities During the Term of Employment, Executive shall be employed and serve as the Chief Executive Officer of the Company Group (together with such other position or positions consistent with Executive’s title as the Board shall specify from time to time) and shall have such duties and responsibilities commensurate with such title, including managing the day-to-day business activities of the Company (subject to operating guidelines and budgets established by the Board from time to time). Executive also agrees to serve as an officer and/or director of any other member of the Company Group, in each case without additional compensation.

  • Powers and Responsibilities (i) Executive shall use Executives best efforts to faithfully perform the duties of his employment and shall perform such duties as are usually performed by a person serving in Executive’s position with a business similar in size and scope as the Company and such other additional duties as may be prescribed from time to time by the Company which are reasonable and consistent with the Company’s operations, taking into account officer’s expertise and job responsibilities. Executive agrees to devote Executive’s full business time and attention to the business and affairs of the Company. Executive shall serve on such boards and in such offices of the Company or its subsidiaries as the Company’s Board of Directors reasonably requests without additional compensation.

  • Positions, Duties and Responsibilities (A) During the Term of Agreement, the Executive shall serve as Senior Vice President and Chief Financial Officer of the Company; shall have the authority, duties and responsibilities customarily exercised by an individual serving in those positions in a corporation of the size and nature of the Company; shall perform such duties relating to the management and operations of the Company, consistent with the foregoing, as may from time to time be assigned to him by the Chief Executive Officer of the Company (the "CEO"); shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; and shall report solely and directly to the CEO.

  • Duties and Responsibilities (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any other Person by reason of this Agreement.

  • ALPS’ Responsibilities In connection with its performance of TA Web, ALPS shall:

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