No Taxation Sample Clauses

No Taxation. Neither the Acquiring Company, the Target, nor the stockholders of the Acquiring Company will recognize any gain or loss as a result of the Transaction.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
No Taxation. None of the holders of the Securities, the Underwriters or the Trustee will be deemed resident, domiciled, carrying on a business or subject to taxation in Bermuda or Singapore on an overall income basis solely by the execution, delivery, performance or enforcement of this Agreement or the issuance or sale of the Securities or by virtue of the ownership or transfer of Securities or the receipt of payments under this Agreement.
Sample 1
No Taxation. Assuming the Initial Purchasers are not otherwise subject to Israeli taxation by the conduct of their business activities, (A) the sale and delivery to the Initial Purchasers of the Securities as contemplated in this Agreement and the sale and delivery of the Securities by the Initial Purchasers to subsequent purchasers as contemplated in this Agreement, are not subject to any tax imposed by Israel or any political subdivision or taxing authority thereof or therein any or stamp or other issuance or transfer tax, duty, capital gain tax or withholding tax imposed by federal law, the laws of any state, or any political subdivision thereof, or any taxing authority in any jurisdiction, except for the Israeli stamp taxes applicable to the issuance of the Securities to be sold by the Company under this Agreement (which will be paid by the Company at the Closing Time, or promptly and on a timely basis after the Closing Time, to the extent required by, and in accordance with, Israeli law) and (B) except as disclosed in the Offering Memorandum, (1) payments under the Securities will not be subject to withholding tax imposed under the laws of Israel or any political subdivision or taxing authority thereof or therein and (2) the proceeds from any sale or other disposition of securities will not be subject to any capital gains, withholding or other taxes imposed by Israel or any political subdivision or taxing authority thereof or therein.
Sample 1
No Taxation. Assuming the Underwriters are not otherwise subject to Israeli taxation by the conduct of their business activities, the sale and delivery to the Underwriters of the Securities as contemplated in this Agreement and the sale and delivery of the Securities by the Underwriters to subsequent purchasers as contemplated in this Agreement, are not subject to any tax imposed by Israel or any political subdivision thereof or any stamp or other issuance or transfer tax, duty, capital gain tax or withholding tax imposed by federal law, the laws of any state, or any political subdivision thereof, or any taxing authority in any jurisdiction, except for (i) the Israeli stamp taxes applicable to the issuance of the Securities to be sold by the Company under this Agreement (which will be paid by the Company at the Closing Time, or immediately after the Closing Time, to the extent required by, and in accordance with, Israeli law) and (ii) any New York State stock transfer tax payable upon the sale and delivery of the Securities by the Selling Shareholders to the Underwriters (which will be paid by the applicable Selling Shareholder at the Closing Time, or immediately after the Closing Time, to the extent required by, and in accordance with, New York State law).
Sample 1
No Taxation. Centers will, and will require Program Participants to, use best efforts, to the extent allowed by applicable agreements, such as those signed with host governments, and other applicable laws, to ensure that the use of the Window 1, 2 and 3 Funds will be free from any taxation or fees imposed under local laws. Responsibility to Inform. The Participating Centers will promptly inform the Lead Center and System Organization, and the Lead Center will promptly inform the System Organization, should substantial deviation from the CGIAR Research supported with Window 1, 2 and 3 Funds develop. No Discrimination against Persons with Disabilities. Centers will not, and will require Program Participants, to agree not to discriminate against persons with disabilities in the implementation of activities financed by the Window 1, 2 and 3 Funds, and to make every effort to respect the principles of the UN Convention on the Rights of Persons with Disabilities in performing such activities. To that end, and to the extent this goal can be accomplished within the scope of the objectives of the CGIAR Research, the System Organization, Centers and any Program Participants involved in an activity financed by the Window 1, 2 and 3 Funds should demonstrate a comprehensive and consistent approach for including men, women and children with disabilities consistent with such principles: (1) respect for inherent dignity, individual autonomy including the freedom to make one's own choices, and independence of persons; (2) non-discrimination; (3) full and effective participation and inclusion in society; (4) respect for difference and acceptance of persons with disabilities as part of human diversity and humanity; (5) equality of opportunity; (6) accessibility; (7) equality between men and women; and (8) respect for the evolving capacities of children with disabilities.
Sample 1
No Taxation. No stamp duty, stamp duty reserve tax, capital duty or any similar issuance or transfer tax or duty and any related costs, fines, penalties or interest (if any) whether of Denmark, or elsewhere is payable by the Company, the Underwriters or the subscribers in connection with the issue, offer and delivery of the Preemptive Rights and the New Shares to subscribers procured by the Underwriters or, failing which, to the Underwriters themselves.
Sample 1
No Taxation. The System Organization will, and will require Centers and Program Participants to, use best efforts, to the extent allowed by applicable agreements, such as those signed with host governments, and other applicable laws, to ensure that the use of the Window 1, 2 and 3 Funds will be free from any taxation or fees imposed under local laws. Responsibility to Inform. The System Organization will promptly inform Funders through the System Council should substantial deviation from the CGIAR Research supported with Window 1, 2 and 3 Funds develop and will require Centers to inform it of the same.
Sample 1
AutoNDA by SimpleDocs

Related to No Taxation

  • Taxation The Depositary will, and will instruct the Custodian to, forward to the Company or its agents such information from its records as the Company may reasonably request to enable the Company or its agents to file the necessary tax reports with governmental authorities or agencies. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Securities. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable law. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained. If the Company (or any of its agents) withholds from any distribution any amount on account of taxes or governmental charges, or pays any other tax in respect of such distribution (i.e., stamp duty tax, capital gains or other similar tax), the Company shall (and shall cause such agent to) remit promptly to the Depositary information about such taxes or governmental charges withheld or paid, and, if so requested, the tax receipt (or other proof of payment to the applicable governmental authority) therefor, in each case, in a form satisfactory to the Depositary. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if such information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary or the Custodian, as applicable. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax liability. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise.

  • No Tax Advice Neither Plaintiff, Class Counsel, Defendant nor Defense Counsel are providing any advice regarding taxes or taxability, nor shall anything in this Settlement be relied upon as such within the meaning of United States Treasury Department Circular 230 (31 CFR Part 10, as amended) or otherwise.

  • Amended Tax Returns Neither Buyer nor any Affiliate shall (or shall cause or permit the Company or any Subsidiary to) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company or any Subsidiary with respect to any taxable period ending on or before March 31, 2005 or with respect to any taxable period that begins before and ends after March 31, 2005 without the written consent of the Seller Parent, which consent shall not be unreasonably withheld or delayed.

  • Tax Unless specified otherwise in the Proclamation of sale, if the sale of this property is subjected to Tax, such Tax will be payable and borne by the Purchaser.

  • Assessment 29) The Secretary of State will notify the appropriate body for assessment purposes about the Academy.

  • Assessments There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!