Taxes Increased Costs Protection and Illegality Section 3.01.
PAYMENTS, TAXES, AND DUTIES (a) Unless otherwise provided, terms of payment shall be net thirty (30) days from latest of the following: (1) LOCKHEED XXXXXX'x receipt of SELLER's proper invoice; (2) scheduled delivery date of the Work; or (3) actual delivery of the Work at the final destination.
(b) Each payment made shall be subject to reduction to the extent of amounts which are found by LOCKHEED XXXXXX or SELLER not to have been properly payable, and shall also be subject to reduction for overpayments. SELLER shall promptly notify LOCKHEED XXXXXX of any such overpayments and remit the amount of the overpayment except as otherwise directed by LOCKHEED XXXXXX.
(c) LOCKHEED XXXXXX shall have a right of setoff against payments due or at issue under this Contract or any other Contract between the parties.
(d) Payment shall be deemed to have been made as of the date of mailing LOCKHEED XXXXXX'x payment or electronic funds transfer.
(e) Unless otherwise specified, prices include all applicable federal, state, and local taxes, duties, tariffs, and similar fees imposed by any government, all of which shall be listed separately on the invoice.
Export Taxes Neither Party shall adopt or maintain any duty, tax, or other charge on the export of any good to the territory of the other Party, unless the duty, tax, or charge is also adopted or maintained on the good when destined for domestic consumption.
Increased Costs Break Funding Payments Taxes Illegality Section 5.01 Increased Costs 39 Section 5.02 Break Funding Payments 40 Section 5.03 Taxes 40 Section 5.04 Mitigation Obligations; Replacement of Lenders 43 Section 5.05 Illegality 44
Goods and Services Tax (GST (a) For the purposes of clause 9:
New Taxes Any taxes not in effect as of the Effective Date enacted by a Governmental Authority or the Town, to be effective after the Effective Date with respect to All-Requirements Power Supply, or any Governmental Rule enacted and effective after the Effective Date resulting in application of any existing tax for the first time to Participating Consumers.
Net Payments; Taxes (a) All payments made by any Credit Party hereunder will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income, net profits or any franchise tax based on net income or net profits, and any branch profits tax of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein or due to failure to provide documents under Section 4.04(b), all such taxes “Excluded Taxes”) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges to the extent imposed on taxes other than Excluded Taxes (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes” and “Taxation” shall be applied accordingly). The Borrower will furnish to the Facility Agent within 45 days after the date of payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender.
(b) Each Lender agrees (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish to the Borrower any information as reasonably requested by the Borrower that may be necessary to establish any available exemption from, or reduction in the amount of, any Taxes; provided, however, that nothing in this Section 4.04(b) shall require a Lender to disclose any confidential information (including, without limitation, its tax returns or its calculations). The Borrower shall not be required to indemnify any Lender for Taxes attributed to such Lender’s failure to provide the required documents under this Section 4.04(b).
(c) If the Borrower pays any additional amount under this Section 4.04 to a Lender and such Lender determines in its sole discretion exercised in good faith that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender shall pay to the Borrower an amount that such Lender shall, in its sole discretion exercised in good faith, determine is equal to the net benefit, after tax, which was obtained by such Lender in such year as a consequence of such Tax Benefit; provided, however, that (i) any Lender may determine, in its sole discretion exercised in good faith consistent with the policies of such Lender, whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any Tax Benefit with respect to which such Lender has made a payment to the Borrower pursuant to this Section 4.04(c) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 4.04 without any exclusions or defenses and (iii) nothing in this Section 4.04(c) shall require any Lender to disclose any confidential information to the Borrower (including, without limitation, its tax returns).
Goods and Services Tax You shall be responsible for all goods and services tax and all other taxes imposed on or payable in respect of any amount required to be paid under this Agreement. We may debit the amount of such tax to your Card Account.
Value Added Tax (VAT 6.1 The parties agree that the following circumstances are present and applicable to the sale:
6.1.1 The parties agree that the business is sold as a going concern in terms of Section 11(1)(e) of the VAT Act 89 of 1991.
6.1.2 Both the Purchaser and the Seller are registered for Value Added Tax in terms of the VAT Act at the date of signature of this agreement.
6.1.3 The business hereby sold will be an income earning activity on the date of transfer.
6.1.4 The business is capable of separate operation and all the assets necessary for the carrying on of the business as a separate income earning activity, are disposed of by the Seller to the Purchaser and the parties agree that the consideration agreed upon is inclusive of VAT at the rate of 0% (zero percent).
6.2 If, for any reason whatsoever, the Commissioner rules that the sale of the business is not zero- rated for VAT purposes (“the Commissioner’s ruling”) –
6.2.1 the Purchaser shall, in addition to the purchase consideration, be liable to pay to the Seller such VAT as the Commissioner may levy in respect of the sale of the business;
6.2.2 the Purchaser shall pay the aforesaid VAT to the Sellers as and when the Seller is required to account for that VAT to the Commissioner, and the Seller will have a claim against the Purchaser for the amount of VAT to be paid to the Commissioner;
6.2.3 the Purchaser shall be entitled, in the name of the Seller, to take all and any such steps as may be reasonably necessary in order to dispute the Commissioner’s ruling, and the Seller shall give to the Purchaser all such reasonable assistance as the Purchaser may require from the Seller in this regard;
6.2.4 the parties record that if the Purchaser exercises its right to object to and to contest the Commissioner’s ruling and if the Commissioner nevertheless requires that the VAT which he has levied in respect of the sale of the business should be paid to him immediately, the Purchaser shall pay such VAT to the Seller in accordance with 6.2.2 above; and
6.2.5 if the Purchaser pays the VAT in question to the Commissioner and if the Seller thereafter recover that VAT or a portion thereof as a result of the steps taken by the Purchaser in contesting the Commissioner’s ruling, the Seller shall refund the amount recovered by it to the Purchaser within 2 (two) business days after the Seller so recovered the VAT or the relevant portion thereof.
Import/Export a) Purchase orders issued pursuant to this contract shall specify the applicable International Commercial Terms of Sale (Incoterms) and the United States importer of record for all items procured under this contract.
b) In performing the obligations of this contract, both Parties will comply with all applicable export, import and sanctions laws, regulations, orders, and authorizations, as they may be amended from time to time, applicable to the export (including re-export) or import of goods, software, technology, or technical data (Items) or services, including without limitation the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control (collectively, Export/Import Laws).
c) The Party conducting the export or import shall obtain all export or import authorizations which are required under the Export/Import Laws for said Party to execute its obligations under this contract. Each Party shall reasonably cooperate and exercise reasonable efforts at its own expense to support the other Party in obtaining any necessary licenses or authorizations required to perform its obligations under this contract. Reasonable cooperation shall include providing reasonably necessary documentation, including import, end-user and retransfer certificates.
d) The Party providing Items or services under this contract shall, upon request, notify the other Party of the Items or services’ export classification (e.g., the Export Control Classification Numbers or United States Munitions List [USML] category and subcategory) as well as the export classification of any components or parts thereof if they are different from the export classification of the Item at issue. The Parties acknowledge that this representation means that an official capable of binding the Party providing such Items or services knows or has otherwise determined the proper export classification. Each Party agrees to reasonably cooperate with the other in providing, upon request of the other Party, documentation or other information that supports or confirms this representation
