Mexican Taxes. (a) All Tax Returns that are required to be filed on or before the date of Closing for, by, on behalf of or with respect to the Companies have been timely filed with the appropriate foreign, federal, state and local authorities and all Taxes shown to be due and payable on such Tax Returns or related to such Tax Returns have been timely paid in full.
Mexican Taxes. All payments of principal, premium and interest in respect of each Note or the Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges or penalties or interest related thereto of whatever nature imposed, levied, collected, withheld or assessed by or within Mexico or any political subdivision or taxing authority thereof or therein ("Mexican Taxes"), unless such withholding or deduction is required by law or by regulation. In the event that any such withholding or deduction in respect of principal, premium or interest is so required, the Issuers or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by each holder of any Note of such amounts as would have been received by such holder with respect to such Note or Guarantee, as applicable, had no such withholding or deduction been required, except that no Additional Amounts shall be payable for or on account of:
Mexican Taxes. Neither North American nor North American Mexican Affiliate shall bill Client, and Client shall not be responsible, for payments for Xxxxcan value added taxes paid by North American Mexican Affiliate to Mexican taxing authorities and attributable to Client's operations pursuant to this Agreement in connection with any purchases in excess of $500.00; provided, however, if such taxes are later determined to be non-refundable, non-creditable or non-deductible to North American or North American Mexican Affiliate (as applicable), Client shall reimburse North American for all such taxes. Client shall reimburse North American for Mexican income taxes paid by North American Mexican Affiliate and attributable solely to Client's operations in Mexico under this Agreement; provided that North American causes North American Mexican Affiliate to elect the transfer pricing safe harbor set forth in the Competent Authority Agreement dated October 27, 1999 between the United States and Mexico and in article 216-Bis of the Mexican Income Tax Law or any successor provision with regard to Mexican income taxes or such other method which, in North American's reasonable judgment, subject to Client's prior written consent (not to be unreasonably withheld, conditioned or delayed), is most favorable to Client, such as an advance pricing agreement ("APA"). At present time Mexican Income for such purpose is calculated to be the product of the greater of 6.9% of the assets, including all U.S. and Mexican assets deployed in the Facility or the aggregate Mexican operating expenses multiplied by 0.065 ("Mexican Income"). The Mexican income and profit sharing tax is then computed by multiplying the Mexican Income by 0.45. The foregoing notwithstanding, any increase in Mexican taxes as specified above which applies to Client's operations as a result of any change in the existing tax laws, including but not limited to the method for calculating Mexican Income, an increase in the tax rate, the substitution of an asset tax for the Mexican income tax or the imposition of an asset tax for maquiladoras, the imposition of any new tax analogous to the foregoing in application, shall be reimbursed to North American by Client to the extent (i) North American Mexican Affiliate properly pays any such changed tax attributable to Client's operations pursuant to this Agreement and (ii) North American provides Client with notice of such changed tax laws together with documentation reflective of the same a...
Mexican Taxes. Notwithstanding any provision to the contrary in this Agreement, Rockwood Sellers shall not be required to pay or indemnify Purchaser Indemnified Parties from and against, and Purchasers shall be solely responsible for, any Taxes imposed upon the sale of the Purchased IP and the Purchased Equity and any other transaction that occurs pursuant to this Agreement that are imposed by Mexico or any political subdivision or taxing authority thereof or therein.
