Mexican VAT Sample Clauses

Mexican VAT. (a) The definition of Preliminary Purchase Price in Annex A of the Agreement is hereby amended by deleting the word "and" after the second comma in subsection (iii) and by inserting the following as a new subsection after subsection (iv): ", and (v) minus, an amount equal to the Mexican VAT."
Sample 1
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Mexican VAT. (i) No later than ten (10) Business Days prior to the Closing Date, Purchaser shall deliver a written notice (specifying that such notice is being delivered pursuant to this Section 6.3(a)) (i) identifying in reasonable detail which Purchased Assets and Assumed Liabilities held by the applicable Seller Entity in Mexico should be transferred to the Purchaser outside of Mexico (such assets, the “Mexican Exported Assets”, and, the purchase of the Mexican Exported Assets by Purchaser pursuant to this Agreement, the “Mexican Exported Assets Purchase”) and (ii) confirming that Purchaser intends to treat the Mexican Exported Assets Purchase as an export sale under Mexican VAT Laws subject to a zero percent (0%) Mexican VAT rate. Seller shall cause the relevant Seller Entity to (1) deliver to Purchaser a valid VAT invoice (such valid invoice, the “Mexican Exported VAT Receipt”) with respect to the Mexican Exported Assets Purchase, which Mexican Exported VAT Receipt shall be prepared in a manner consistent with the Allocation Principles and shall reflect a zero Mexican VAT amount due based on a zero percent (0%) Mexican VAT rate, and (2) any other documentation reasonably required under applicable Law to establish the status of the Mexican Exported Asset Purchase as an export sale for purposes of applicable Mexican Tax Law (provided that Seller (or its applicable Affiliate) is legally permitted to deliver such documentation). Purchaser shall not, and shall cause its Affiliates not to, take any position on any Tax Return (except to the extent otherwise required as a result of the resolution of a Tax audit or similar Tax Proceeding in accordance with the immediately succeeding sentence or any other Tax Proceeding) or otherwise take any action, in each case, inconsistent with the treatment of the Mexican Exported Assets Purchase as an export sale under Mexican VAT Laws unless Seller has previously notified Purchaser in writing that Mexican VAT has been assessed on Seller or any of its Affiliates with respect to the Mexican Exported Assets Purchase and that Seller does not intend to challenge such assessment. If the treatment of the Mexican Exported Asset Purchase as an export sale under Mexican VAT Laws is subject to a challenge by any Taxing Authority in connection with a Tax audit or any similar Tax Proceeding against Purchaser or any of its Affiliates, the provisions of Section 6.5 (other than Section 6.5(g)) shall apply, mutatis mutandis, with respect to such Tax ...
Sample 1
Mexican VAT. Considering that the Purchased Assets include goods that were acquired in Mexican territory or that were permanently imported into Mexico for customs purposes, as well as goods that were temporarily imported into Mexico for customs purposes and continue to be under such customs regime using the Seller’s (or its Affiliate’s) Maquila Program, the parties agree to carry out all necessary steps in order to ensure that the qualifying transactions contemplated under this Agreement satisfy the customs scheme known as “virtual transfers” in accordance with the Mexican Customs Act and the Trade and Customs Miscellaneous Rules, all as applicable on the Closing Date, including the filing of one or more export summary or “pedimento” (export customs declaration) by Seller or its Affiliates as needed and one or more import summary or “pedimento” (import customs declaration) by Purchaser or its Affiliates, the addition of any necessary information or notes in the Tax invoices to be issued by Seller or its Affiliates, and the identification of the number of the Maquila Program of the Mexican entity to which the relevant Purchased Assets will be physically delivered or sold in Mexico. If on the Closing Date it is not possible to carry out a virtual transfer in accordance with the preceding sentence, the parties agree to use their reasonable best efforts, under the terms of the Mexican legislation, including the Value Added Tax Act and Customs Act and their applicable rules, to carry out transactions contemplated under this Agreement in the most efficient way to reduce or mitigate the amount of Mexican VAT imposed on the purchase and transfer of the Purchased Assets pursuant to this Agreement. The parties agree that Purchaser will be responsible for the payment of any Mexican import duties arising from the purchase and virtual importation of the Purchased Assets that are being sold and transferred in accordance with this Agreement, except to the extent such import duties were required to have been previously paid by Seller or any of its Affiliates upon the prior importation of such Purchased Assets (for which Seller shall be responsible).
Sample 1

Related to Mexican VAT

  • Value Added Tax (a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

  • FEDERAL EXCISE TAX A. Any taxes (including (i) any taxes based on or imposed on, in whole or in part, the Reinsurer's net income or (ii) any excise taxes under Section 4371 of the Internal Revenue Code of 1986, as amended (the "Code") with respect to the business covered under this Contract) imposed by any governmental entity in respect of amounts paid to the Reinsurer under this Contract will be the responsibility of the Reinsurer and the Company shall have no liability therefor. The Reinsurer will allow the Company to deduct, for the purpose of paying Federal Excise Tax the applicable percentage of any premium payable hereon (as imposed under Section 4371 of the Code) to the extent such premium is subject to such tax. Without limiting the foregoing, the Reinsurer shall indemnify and hold harmless the Company and the Insured against any excise taxes imposed under Section 4371 of the Code with respect to the business covered under this Contract except to the extent any penalties applied or interest arising from the Company's negligence.

  • VAT (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

  • Value added taxes The Rent and other amounts payable by LESSEE under this Lease are exclusive of any value added tax, turnover tax or similar tax or duty.

  • Consolidated Net Worth Borrower will at the end of each fiscal quarter maintain Consolidated Net Worth in an amount of not less than the sum of (i) $625,000,000 plus (ii) fifty percent (50%) of the aggregate Consolidated Net Income, if positive, for the period beginning January 1, 2005 and ending on the last day of such fiscal quarter.

  • Excise Tax Payments (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code")), or distribution to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all such taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that the Executive shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Executive in bad faith.

  • DAC TAX 14.1 The parties to this Agreement agree to the following provisions pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations effective December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended:

  • Excise Tax Payment If, in connection with a Change in Control, the Internal Revenue Service asserts, or if the Executive or the Company is advised in writing by an established accounting firm, that any payment in the nature of compensation to, or for the benefit of, the Executive from the Company (or any successor in interest) constitutes an “excess parachute payment” under Section 280G of the Code, whether paid pursuant to this Agreement or any other agreement, and including property transfers pursuant to securities and other employee benefits that vest upon a Change in Control (collectively, the “Excess Parachute Payments”) the Company shall pay to the Executive, on demand, a cash sum equal to the amount of excise tax due under Section 4999 of the Code on the entire amount of the Excess Parachute Payments (excluding any payment pursuant to this Section VI(H)(3)) (the "Gross-up Amount"). The payment of the "Gross-up Amount" due to the Executive under this Section VI(H)(3) shall be paid as soon as reasonably possible following demand of payment by the Executive, but in no event later than December 31 of the year following the year (A) any tax is paid to the Internal Revenue Service regarding this Section VI(H)(3) or (B) any tax audit or litigation brought by the Internal Revenue Service or other relevant taxing authority related to this Section VI(H)(3) is completed or resolved.

  • Consolidated Tangible Net Worth (i) The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • 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

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