No Responsibility for Tax Returns Sample Clauses

No Responsibility for Tax Returns. Notwithstanding anything herein to the contrary, while X.X. Xxxxxx shall provide the Customer with information regarding taxable events in the United States in relation to the Customer and/or the Funds, X.X. Xxxxxx is not responsible for preparing or filing any tax reports or returns on behalf of the Shareholders or the Funds except as expressly set forth in this Agreement.

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No Responsibility for Tax Returns. Notwithstanding anything herein to the contrary, while __________ shall provide the Trust with information regarding taxable events in the United States in relation to the Trust and/or the Funds, __________ is not responsible for preparing or filing any tax reports or returns on behalf of the Shareholders or the Funds except as expressly set forth in this Agreement.

No Responsibility for Tax Returns. Notwithstanding anything herein to the contrary, while the Administrative Agent shall provide the Trust with information regarding taxable events in the United States in relation to the Trust, the Administrative Agent shall not be responsible for preparing or filing any tax reports or returns on behalf of the Trust or the Shareholders, except as expressly set forth in this Agreement.

No Responsibility for Tax Returns. While X.X. Xxxxxx may provide the Customer with information regarding taxable events in the United States in relation to the Customer, X.X. Xxxxxx is not responsible for preparing or filing any tax reports or returns on behalf of the Customer. The tax services provided by X.X. Xxxxxx shall be limited to those tax services expressly set forth in Schedule 1 (Scope of Services) (“Tax Services”). X.X. Xxxxxx is authorized to use of a third-party vendor to provide some or all of the Tax Services (“tax services provider”) and Customer agrees that any claims in connection with the Tax Services shall be asserted against X.X. Xxxxxx (subject to the terms of this Agreement) and not the tax services provider. Customer hereby waives its right to assert a claim or commence proceedings against X.X. Xxxxxx’x tax service provider in connection with the Tax Services and acknowledges that X.X. Xxxxxx’x tax service provider accepts no responsibility or liability to Customer in connection with the Tax Services.

No Responsibility for Tax Returns. X.X. Xxxxxx is not responsible for filing any tax reports or returns on behalf of the Customer. The tax services provided by X.X. Xxxxxx shall be limited to those tax services expressly listed in Schedule 1 (Scope of Services) (“Tax Services”). X.X. Xxxxxx is authorized to provide some or all of the Tax Services through use of a third-party vendor and Customer agrees that any claims in connection with the Tax Services shall be asserted against X.X. Xxxxxx (subject to the terms of this Agreement) and not the third- party vendor. Customer hereby waives its right to assert a claim or commence proceedings against X.X. Xxxxxx’x tax service provider in connection with the Tax Services and acknowledges that X.X. Xxxxxx’x tax service provider accepts no responsibility or liability to Customer in connection with the Tax Services. (a) X.X. Xxxxxx shall maintain, and shall procure that its subcontractors, delegates and agents maintain, such records and documents as are required by Applicable Law applicable to X.X. Xxxxxx and such subcontractors, delegates and agents in the provision of the Services. X.X. Xxxxxx is authorized to maintain such records and documents on magnetic tape or disc, or on any other mechanical or electronic system; provided that they are capable of being reproduced in legible form in accordance with Applicable Laws applicable to X.X. Xxxxxx as a service provider under this Agreement. (b) X.X. Xxxxxx will, upon reasonable written notice, allow the Customer and the Investment Adviser (and/or the Customer’s auditors and independent public accountants if required for their examination of books and records pertaining to the Customer's affairs) reasonable access to the records of X.X. Xxxxxx relating to the Customer. (c) The Customer shall reimburse X.X. Xxxxxx for the reasonable cost of copying, collating and researching archived information.

Related to No Responsibility for Tax Returns

Responsibility for Taxes This provision supplements Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Service Recipient, the ultimate liability for all income tax, excise tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Withholding Taxes. (c) Finally, the Participant agrees to pay to the Company or the Service Recipient, any amount of the Withholding Taxes that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Withholding Taxes. (d) Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.
No Responsibility for Recitals, Etc The recitals contained herein and in the Notes (except in the Trustee’s certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes authenticated and delivered by the Trustee in conformity with the provisions of this Indenture.