Inclusions and Exclusions from Unit Prices Sample Clauses

Inclusions and Exclusions from Unit Prices. The Unit Prices include all (a) Product packaging, (b) licensing fees, royalties and similar charges, (c) labor and other internal overhead costs incurred by Vivint in making transportation arrangements pursuant to Section 5.1.2, (d) all Warranties, and (e) all Basic Services. Vivint Solar will be solely responsible for the payment of all applicable sales or use Taxes that accrue in connection with the purchase of the Products under this Agreement (except Taxes included in Carriers’ invoices relating to shipping), and will indemnify Vivint from damages resulting from the failure to make these payments. Vivint shall provide Vivint Solar with reasonable assistance in determining amounts payable for sales or use Taxes, provided such assistance does not result in Vivint incurring out-of-pocket costs to third parties. The Unit Prices exclude all transportation charges payable by Vivint Solar pursuant to Section 5.1.2, and such amounts relating to each shipment shall be listed as a separate line item on the Invoice accompanying the shipment pursuant to Section 4.3.
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Inclusions and Exclusions from Unit Prices. Except as otherwise set forth in this Section 3.2 or in Exhibit A, the Unit Price includes all Taxes (other than U.S., State and local Taxes imposed on the sale or use of the Products), Product packaging, the Warranty, licensing fees, royalties or other similar charges of any and all kinds imposed with respect to the provision of any Products or otherwise with respect to the transactions contemplated hereby, including any increases in any of the same during the term of this Agreement. The Unit Prices and Contract Amount do not include all: (i) U.S. state and local Taxes imposed on the sale or use of the Products; and (ii) freight, transportation, shipping, transit insurance and similar costs and charges to ship the Products from the Delivery Point to the Destination Point. Responsibility for payment of Taxes is described further in Section 3.9.
Inclusions and Exclusions from Unit Prices. Except as otherwise set forth in this Section 3.2 or in Exhibit A, the Unit Price includes all Taxes (other than U.S., State and local Taxes imposed on the sale or use of the Products), Product packaging, the Warranty, licensing fees, royalties or other similar charges of any and all kinds imposed with respect to the provision of any Products or otherwise with respect to the transactions contemplated hereby, including any increases in any of the same during the term of this Agreement. The Unit Prices and Contract Amount do not include all: (i) U.S. state and local Taxes imposed on the sale or use of the Products; and (ii) freight, transportation, shipping, transit insurance and similar costs and charges to ship the Products from the Delivery Point to the Destination Point. Responsibility for payment of Taxes is described further in Section 3.9. Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with three asterisks (***) to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

Related to Inclusions and Exclusions from Unit Prices

  • EXCLUSIONS AND LIMITATIONS 3.1 The Director shall not be entitled to be indemnified by the Company under the terms of the indemnity in clause 2.1 in relation to any Liability which is incurred by him:

  • Exclusions from General Release Excluded from the Release and Waiver are any claims or rights arising pursuant to this Agreement and any claims or rights that cannot be waived by law, as well as Executive’s right to file a charge with an administrative agency or participate in any agency investigation, including with the Equal Employment Opportunity Commission. Executive is, however, waiving the right to recover any money in connection with a charge or investigation and the right to recover any money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency, except where such waivers are prohibited by law.

  • Other Provisions Applicable to Adjustments The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock into which this Warrant is exercisable and the Current Warrant Price provided for in Section 4:

  • Special Provisions Applicable to LIBOR Rate (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above).

  • Other Provisions applicable to Adjustments under this Section The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4:

  • General Provisions Applicable to Loans 49 5.1 Fees............................................................. 49 5.2 Interest Rates and Payment Dates................................. 50 5.3

  • Exclusions from Indemnification Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:

  • Limitations Applicable to Section 16 Persons Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

  • Other Provisions Applicable to Adjustments Under this Section 4. The following provisions shall be applicable to the making of adjustments in the Warrant Price hereinbefore provided in Section 4:

  • Certifications From Banks and Participants; USA PATRIOT Act (a) Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act.

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