Irish Stamp Duty Sample Clauses

Irish Stamp Duty. Parent shall seek confirmation from the Irish Revenue Commissioners that, on the basis that the Merger and the vesting in the holders of Company Shares of the Stock Consideration Portion of the Merger Consideration shall occur by operation of the DGCL, no Irish stamp duty shall apply on the issuance to the holders of Company Shares of the Stock Consideration Portion of the Merger Consideration pursuant to the Merger.
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Irish Stamp Duty. The Company may require, as a condition to the registration of any transfer of a Warrant, evidence from the transferor or intended transferee, which is satisfactory to the Company, that any Irish stamp duty liability arising on such transfer has been duly paid (and any instrument of transfer, as the case may be, has been duly stamped for Irish stamp duty purposes) or that the proposed transfer is otherwise exempt from such duty.
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Irish Stamp Duty. (i) The Parties acknowledge and agree that no Irish stamp duty is expected to arise with respect to this Agreement or any ancillary documentation executed in connection with the sale and purchase of the Transferred Assets (an “Instrument”). Such expectation is based on the agreed assumptions – (x) any Instrument does not fall within the charging provisions set out in the Stamp Duties Consolidation Act 1999 (the “SDCA”); (y) title to the Transferred Inventory passes by delivery in accordance with the provisions of this Agreement and without any further instrument of conveyance or assignment; or (z) to the extent an Instrument is within the charging provisions, no Irish stamp duty will arise as a result of the fact that the relevant Transferred Assets fall within the definition of “intellectual property” as that term is defined in section 101 of the SDCA (the “Agreed Stamp Duty Assumptions” and individually an 37 “Agreed Stamp Duty Assumption”). (ii) If notwithstanding the expectation of the Parties and the Agreed Stamp Duty Assumptions set out above, it is determined that a charge to Irish stamp duty (including any interest, surcharge or penalty) arises in connection with the sale and purchase of the Transferred Assets (an “Irish Stamp Duty Liability”), the Parties agree that responsibility for such liability shall be allocated on the following basis – (A) if an action is taken by a Party which causes an Agreed Stamp Duty Assumption to be incorrect, that Party shall be responsible for any resulting Irish Stamp Duty Liability; and (B) to the extent an Irish Stamp Duty Liability arises in any other circumstance, Elan and Biogen Idec agree to share such liability on a 50 / 50 basis. (iii) The Parties note and agree that Biogen Idec will be the accountable person under Irish stamp duty law to the extent an Irish Stamp Duty Liability arises. To the extent that it is asserted that the sale and purchase of any of the Transferred Assets gives rise to an Irish Stamp Duty Liability (a “Claim”), each Party agrees to notify the other upon becoming aware of a Claim. (iv) The conduct of any Claim shall be governed by the following provisions: (A) Biogen Idec shall have the right to control the conduct of any Claim. Biogen Idec shall keep Elan well informed on a reasonably current basis of the progress of any such Claim and shall permit Elan to participate (at its own expense) in the preparation of any correspondence to be submitted to the Irish Revenue Commissioners rela...
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Irish Stamp Duty. Complete review and consideration of Irish Stamp Duty implications.
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Related to Irish Stamp Duty

  • Stamp Duty The State shall exempt the following instruments from any stamp duty which, but for the operation of this clause, would or might be assessed as chargeable on them:

  • COSTS AND STAMP DUTY Each party shall bear its own costs in relation to the preparation and administration of this Agreement. The Recipient is responsible for paying any stamp duty payable on this Agreement and on any transaction undertaken or instrument or other document executed to give effect to any provision of this Agreement.

  • Stamp Duties As at the date of this Agreement, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of any Finance Document.

  • TAXES AND STAMP DUTIES The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Agreement.

  • Extra Duty A. All extra duty activities and responsibilities for which no additional compensation is paid, but which are normally considered a part of the school's program, shall be on a voluntary basis only. B. Any unit member receiving compensation for extra- duty activity shall consider time devoted to the activity as an addition to the regular duty day and shall assume his/her share of all nonteaching, non-compensated duties on an equitable basis assumed by the other faculty members within the duty day.

  • Court Duty Section 1. After due notice to the EMPLOYER, employees subpoenaed to serve as a witness in cases arising from or during the performance of their official duties, or called and selected for jury duty, shall be allowed their regular compensation at their current BASE PAY RATE for the period the court duty requires their absence from work duty, plus any expenses paid by the court. Such employees, so compensated, shall not be eligible to retain jury duty pay or witness fees and shall turn any such pay or fees received over to the EMPLOYER. If an employee is excused from jury duty prior to the end of their work shift, they shall return to work as directed by the EMPLOYER or make arrangement for a LEAVE OF ABSENCE. Section 2. Any absence, whether voluntary or by legal order to appear or testify in private litigation, not in the status of an employee but as a plaintiff or defendant, shall not qualify for leave under this Article and shall be charged against accumulated leave or be without pay.

  • REQUIRED FOR PART 2 JOC - PRICING OF Regular Hours Coefficient What is your regular hours coefficient for the RS Means Price Book? (FAILURE TO RESPOND PROHIBITS PART 2 JOC EVALUATION)

  • JOC - PRICING OF Regular Hours Coefficient What is your regular hours coefficient for the RS Means Price Book? (FAILURE TO RESPOND PROHIBITS PART 2 JOC EVALUATION)

  • English Translation (This is the signature page of Share Transfer Framework Agreement on transferring 68.258% of shares of Xxxxxxxx 0 Road and its overseas Affiliates. This Agreement is signed by Xxxxxx, Xxx Xxx, Xxxx, Xxxx Xxxxx, Xxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxx, Xxxx Xxxx, Xxx Xxx, Xxx Xxxxx, Xxx, Xxxx Xxxxx, Suzhou Green Pine Growth Partnership, Shenzhen Capital Group Co., Ltd, Beijing Gamease Age Digital Technology Co., Ltd., Xxxxxxxx.xxx Limited as well as Shenzhen 7 Road.) Xxxxxxxx.xxx Limited Authorized representative: Xxx Xxxx Signed by:

  • Light Duty Where the injured employee's treating physician authorized by the County recommends light-duty assignment, it will be the responsibility of the appointing authority to arrange suitable light duty. Department of Human Resources may provide staff technical assistance to find a suitable light-duty assignment, one which accommodates the particular restrictions provided by the treating physician.

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