Liability for Stamp Duty Sample Clauses

Liability for Stamp Duty. The Seller agrees with the Buyer and the Operating Agent that if the Seller (or any Affiliate) causes executed originals or counterparts of any of the Custody Documents to be brought into the United Kingdom, or executed originals or counterparts of any of the Custody Documents are brought into the United Kingdom in any of the circumstances contemplated in Clause 6(F), the Seller will pay and hold itself responsible for and will seek no indemnity from the Buyer or the Operating Agent in respect of Stamp Duty, provided always that the Seller shall not pay or be responsible for any penalty or interest on late presentation arising from any failure on the part of the Buyer or the Operating Agent to present any executed original or counterpart of any Custody Document for stamping within 30 days after it has first been brought into the United Kingdom. Each of the parties to this Agreement agrees that, except to the extent that the Seller is liable to pay Stamp Duty in accordance with the foregoing, the liability to pay Stamp Duty in respect of a Custody Document shall be borne by the party which brings, or causes the bringing of, the executed original or counterpart of the relevant Custody Document into the United Kingdom.
Sample 1
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Liability for Stamp Duty. Each of the Sellers and the Offer Agent (a "Relevant Party") agrees with the Buyer and the Operating Agent that if a Relevant Party (or any of its Affiliates) causes executed originals or counterparts of any of the Custody Documents to be brought into the United Kingdom, or executed originals or counterparts of any of the Custody Documents are brought into the United Kingdom in any of the circumstances contemplated in Clause 6(F), such Relevant Party will pay and hold itself responsible for and will seek no indemnity from the Buyer or the Operating Agent in respect of Stamp Duty that may be required by the Buyer or the Operating Agent to be paid, provided always that no Relevant Party shall pay or be responsible for any penalty arising from any failure on the part of the Buyer or the Operating Agent to present any executed original or counterpart of any Custody Document for stamping within 30 days after it has first been brought into the United Kingdom. Each of the parties to this Deed agrees that, except to the extent that a Relevant Party is liable to pay Stamp Duty in accordance with the foregoing, the liability to pay Stamp Duty in respect of a Custody Document shall be borne by the party which brings, or causes the bringing of, the executed original or counterpart of the relevant Custody Document into the United Kingdom.
Sample 1

Related to Liability for Stamp Duty

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • Responsibility for Filing Tax Returns Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date. Buyer shall permit the Interest Owners to review and comment on each such Tax Return described in the preceding sentence prior to filing.

  • Liability for Subcustodians (a) Subject to Section 7.1(b), Bank shall be liable for direct losses incurred by Customer that result from:

  • Liability for Deficiency If any sale or other disposition of Collateral by Secured Party or any other action of Secured Party hereunder results in reduction of the Obligations, such action will not release Debtor from its liability to Secured Party for any unpaid Obligations, including costs, charges and expenses incurred in the liquidation of Collateral, together with interest thereon, and the same shall be immediately due and payable to Secured Party at Secured Party's address set forth in the opening paragraph hereof.

  • Litigation; Regulatory Action (a) Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding.

  • Liability for Damages Nothing in this Section shall preclude the Borrower or any Lender from asserting against any LC Issuing Bank any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (A) the willful misconduct or gross negligence of such LC Issuing Bank in determining whether a request presented under any Letter of Credit issued by it complied with the terms thereof or (B) such LC Issuing Bank's failure to pay under any such Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions thereof.

  • Liability for Certain Acts The Manager shall perform their duties as Manager in good faith, in a manner that they reasonably believe to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. Manager who so performs the duties as Manager shall not have any liability by reason of being or having been a Manager of the Company. Manager does not, in any way, guarantee the return of the Member' Capital Contributions or a profit for the Member from the operations of the Company. Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

  • Compliance with Laws; Payment of Taxes and Liabilities (a) Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each other Loan Party to comply, with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all taxes and other governmental charges against it or any collateral, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require any Loan Party to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any collateral, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of the collateral to satisfy such claim.

  • Liability for Acts and Omissions of Foreign Subcustodians The Custodian shall be liable to a Fund for any loss or damage to such Fund caused by or resulting from the acts or omissions of any Foreign Subcustodian to the extent that, under the terms set forth in the subcustodian agreement between the Custodian or a Domestic Subcustodian and such Foreign Subcustodian, the Foreign Subcustodian has failed to perform in accordance with the standard of conduct imposed under such subcustodian agreement and the Custodian or Domestic Subcustodian recovers from the Foreign Subcustodian under the applicable subcustodian agreement.

  • Liability for Collateral So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

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