Common use of Indirect Taxes Clause in Contracts

Indirect Taxes. Amounts payable under this Agreement do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties. If any taxing authority imposes a VAT, GST, sales, use, service, consumption, business or similar Tax with respect to the work undertaken under this Agreement, then Xxxxxxx agrees to pay that amount if specified in a valid invoice or supply exemption documentation. For avoidance of doubt, Morphic will not be entitled to pass on to Xxxxxxx, and Xxxxxxx will not be obligated to pay or bear, any Tax that is based on Morphic’s real, personal or intangible property (whether owned or leased), corporate structure, franchise, continuing business operations, income, gross receipts, capital stock, net worth or imposed with respect to Morphic’s engagement of employees or independent contractors or that Morphic incurs upon engaging any Subcontractor to perform its obligations under this Agreement, in whole or in part, to any affiliated or non-affiliated Third Party. Morphic is solely responsible, to the extent required by Applicable Law, for identifying, billing and collecting the Taxes payable by Xxxxxxx in all relevant federal, state, county, municipal and other taxing jurisdictions and for filing all required tax returns in a timely manner. To the extent that Morphic does not provide Xxxxxxx a valid invoice (i.e., an invoice compliant with this Agreement and the rules and regulations of the jurisdiction of both Morphic and Xxxxxxx, including separate identification of the Tax where legally required), Morphic will be responsible for any penalty resulting directly from such noncompliance. The Parties will cooperate in good faith to minimize taxes to the extent legally permissible.

Indirect Taxes. Amounts payable under this Agreement do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties. If any taxing authority imposes a VAT, GST, sales, use, service, consumption, business or similar Tax tax with respect to the work undertaken under this Agreement, then Xxxxxxx agrees to pay that amount if specified in a valid invoice or supply exemption documentation. For avoidance of doubt, Morphic Dyadic will not be entitled to pass on to Xxxxxxx, and Xxxxxxx will not be obligated to pay or bear, any Tax tax that is based on MorphicDyadic’s real, personal or intangible property (whether owned or leased), corporate structure, franchise, continuing business operations, income, gross receipts, capital stock, net worth or imposed with respect to MorphicDyadic’s engagement of employees or independent contractors or that Morphic Dyadic incurs upon engaging subcontracting any Subcontractor to perform its obligations under this Agreementwork hereunder, in whole or in part, to any affiliated Affiliate or non-affiliated Third Party. Morphic Dyadic is solely responsible, to the extent required by Applicable Law, for identifying, billing billing, and collecting the Taxes taxes payable by Xxxxxxx in all relevant federal, state, county, municipal and other taxing jurisdictions and for filing all required tax returns in a timely manner. To the extent that Morphic Dyadic does not provide Xxxxxxx a valid invoice (i.e., an invoice compliant with this Agreement and the rules and regulations of the jurisdiction of both Morphic Dyadic and Xxxxxxx, including separate identification of the Tax tax where legally required), Morphic will Dyadic shall be responsible for any penalty resulting directly from such noncompliance. The Parties will cooperate in good faith to minimize taxes to the extent legally permissible.

Indirect Taxes. Amounts payable under this Agreement do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties. If any taxing authority imposes a VAT, GST, sales, use, service, consumption, business or similar Tax with respect to the work undertaken under this Agreement, then Xxxxxxx agrees to pay that amount if specified in a valid invoice or supply exemption documentation. For avoidance of doubt, Morphic Licensor will not be entitled to pass on to Xxxxxxx, and Xxxxxxx will not be obligated to pay or bear, any Tax that is based on MorphicLicensor’s real, personal or intangible property (whether owned or leased), corporate structure, franchise, continuing business operations, income, gross receipts, capital stock, net worth or imposed with respect to MorphicLicensor’s engagement of employees or independent contractors or that Morphic Licensor incurs upon engaging subcontracting any Subcontractor to perform its obligations work under this Agreement, in whole or in part, to any affiliated or non-affiliated Third Partythird party. Morphic Licensor is solely responsible, to the extent required by Applicable Lawapplicable law, for identifying, billing billing, and collecting the Taxes payable by Xxxxxxx in all relevant federal, state, county, municipal and other taxing jurisdictions and for filing all required tax returns in a timely manner. To the extent that Morphic Licensor does not provide Xxxxxxx a valid invoice (i.e., an invoice compliant with this Agreement and the rules and regulations of the jurisdiction of both Morphic Licensor and Xxxxxxx, including separate identification of the Tax where legally required), Morphic Licensor will be responsible for any penalty resulting directly from such noncompliance. The Parties will cooperate in good faith to minimize taxes Taxes to the extent legally permissible. CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

Indirect Taxes. Amounts payable under this Agreement do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties. If any taxing authority imposes a VAT, GST, sales, use, service, consumption, business or similar Tax tax (any such tax, an “Indirect Tax”) with respect to the work undertaken under this Agreement, then Xxxxxxx Cidara agrees to pay that amount if specified in a valid invoice or supply exemption documentation. For avoidance of doubt, Morphic Xxxxxxx will not be entitled to pass on to XxxxxxxCidara, and Xxxxxxx Cidara will not be obligated to pay or bear, any Tax tax that is based on Morphic’s Xxxxxxx’x real, personal or intangible property (whether owned or leased), corporate structure, franchise, continuing business operations, income, gross receipts, capital stock, net worth or imposed with respect to Morphic’s Xxxxxxx’x engagement of employees or independent contractors or that Morphic Xxxxxxx incurs upon engaging subcontracting any Subcontractor to perform its obligations under this Agreementwork hereunder, in whole or in part, to any affiliated Affiliate or non-affiliated Third Party. Morphic Xxxxxxx is solely responsible, to the extent required by Applicable Law, for identifying, billing billing, and collecting the Taxes any Indirect Tax payable by Xxxxxxx Cidara with respect to payments under this Agreement in all relevant federal, state, county, municipal and other taxing jurisdictions and for filing all required tax returns in a timely manner. To the extent that Morphic Xxxxxxx does not provide Xxxxxxx Cidara a valid invoice (i.e., an invoice compliant with this Agreement and the rules and regulations of the jurisdiction jurisdictions of both Morphic Cidara and Xxxxxxx, including separate identification of the Tax tax where legally required), Morphic will Xxxxxxx shall be responsible for any penalty resulting directly from such noncompliance. The Parties will cooperate in good faith to minimize taxes to the extent legally permissible.

Indirect Taxes. Amounts payable under this Agreement do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties. If any taxing authority imposes a VAT, GST, sales, use, service, consumption, business or similar Tax with respect to the work undertaken under this Agreement, then Xxxxxxx agrees xgrees to pay that amount if specified in a valid invoice or supply exemption documentation. For avoidance of doubt, Morphic Licensor will not be entitled to pass on to Xxxxxxx, and Xxxxxxx will xill not be obligated to pay or bear, any Tax that is based on MorphicLicensor’s real, personal or intangible property (whether owned or leased), corporate structure, franchise, continuing business operations, income, gross receipts, capital stock, net worth or imposed with respect to MorphicLicensor’s engagement of employees or independent contractors or that Morphic Licensor incurs upon engaging subcontracting any Subcontractor to perform its obligations work under this Agreement, in whole or in part, to any affiliated or non-affiliated Third Partythird party. Morphic Licensor is solely responsible, to the extent required by Applicable Lawapplicable law, for identifying, billing billing, and collecting the Taxes payable by Xxxxxxx in xn all relevant federal, state, county, municipal and other taxing jurisdictions and for filing all required tax returns in a timely manner. To the extent that Morphic Licensor does not provide Xxxxxxx a x valid invoice (i.e., an invoice compliant with this Agreement and the rules and regulations of the jurisdiction of both Morphic Licensor and Xxxxxxx, including separate identification of the Tax where legally required), Morphic Licensor will be responsible for any penalty resulting directly from such noncompliance. The Parties will cooperate in good faith to minimize taxes Taxes to the extent legally permissible.

Indirect Taxes. Amounts payable under this Agreement do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties. If any taxing authority imposes a VAT, GST, sales, use, service, consumption, business or similar Tax tax (any such tax, an “Indirect Tax”) with respect to the work undertaken under this Agreement, then Xxxxxxx agrees to pay that amount if specified in a valid invoice or supply exemption documentation. For avoidance of doubt, Morphic Cidara will not be entitled to pass on to Xxxxxxx, and Xxxxxxx will not be obligated to pay or bear, any Tax tax that is based on MorphicCidara’s real, personal or intangible property (whether owned or leased), corporate structure, franchise, continuing business operations, income, gross receipts, capital stock, net worth or imposed with respect to MorphicCidara’s engagement of employees or independent contractors or that Morphic Cidara incurs upon engaging subcontracting any Subcontractor to perform its obligations under this Agreementwork hereunder, in whole or in part, to any affiliated Affiliate or non-affiliated Third Party. Morphic Cidara is solely responsible, to the extent required by Applicable Law, for identifying, billing billing, and collecting the Taxes any Indirect Tax payable by Xxxxxxx with respect to payments under this Agreement in all relevant federal, state, county, municipal and other taxing jurisdictions and for filing all required tax returns in a timely manner. To the extent that Morphic Cidara does not provide Xxxxxxx a valid invoice (i.e., an invoice compliant with this Agreement and the rules and regulations of the jurisdiction jurisdictions of both Morphic Cidara and Xxxxxxx, including separate identification of the Tax tax where legally required), Morphic will Cidara shall be responsible for any penalty resulting directly from such noncompliance. The Parties will cooperate in good faith to minimize taxes to the extent legally permissible.

Indirect Taxes. Amounts payable under this Agreement do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties. If any taxing authority imposes a VAT, GST, sales, use, service, consumption, business or similar Tax tax with respect to the work undertaken under this Agreement, then Xxxxxxx agrees to pay that amount if specified in a valid invoice or supply exemption documentation. For avoidance of doubt, Morphic Mersana will not be entitled to pass on to Xxxxxxx, and Xxxxxxx will not be obligated to pay or bear, any Tax tax that is based on MorphicMersana’s real, personal or intangible property (whether owned or leased), corporate structure, franchise, continuing business operations, income, gross receipts, capital stock, net worth or imposed with respect to MorphicMersana’s engagement of employees or independent contractors or that Morphic Mersana incurs upon engaging subcontracting any Subcontractor to perform its obligations under this Agreementwork hereunder, in whole or in part, to any affiliated or non-affiliated Third Partythird party. Morphic Mersana is solely responsible, to the extent required by Applicable Law, for identifying, billing billing, and collecting the Taxes taxes payable by Xxxxxxx in all relevant federal, state, county, municipal and other taxing jurisdictions and for filing all required tax returns in a timely manner. To the extent that Morphic Mersana does not provide Xxxxxxx a valid invoice (i.e., an invoice compliant with this Agreement and the rules and regulations of the jurisdiction of both Morphic Mersana and Xxxxxxx, including separate identification of the Tax tax where legally required), Morphic will Mersana shall be responsible for any penalty resulting directly from such noncompliance. The Parties will cooperate in good faith to minimize taxes to the extent legally permissible.