Parties’ Responsibility. Distributing shall be entitled to prepare and file, or cause to be prepared and filed, when due (taking into account any applicable extensions) any Distributing Separate Returns. SpinCo shall be entitled to prepare and file, or cause to be prepared and filed, when due (taking into account any applicable extensions) any SpinCo Separate Returns. In the case of Joint Returns, the Party (or its Affiliate) required under applicable law to prepare and file such Joint Return shall prepare, or cause to be prepared, such Joint Returns. If the Party required by law to prepare a Distributing Federal Consolidated Income Tax Return for taxable years 2022 and 2023 incurs any reasonable out-of-pocket costs to retain the services of a Third Party in preparing such Tax Returns, the other Party shall reimburse the Responsible Party for fifty percent (50%) of all such costs no later than fifteen (15) Business Days following the receipt of a statement setting forth the amount of such payment or payments (together with reasonable evidence thereof).
Parties’ Responsibility. Subject to Section 7.01, Seller, or a relevant Subsidiary of Seller, as applicable, is and shall remain solely responsible for all Tax matters and Liabilities arising from or relating to the Business or the Assets before the Closing Date. Purchaser, or a relevant Subsidiary of Purchaser, as applicable, shall be solely responsible for all Tax matters and Liabilities arising from or relating to the Business or the Assets on and after the Closing Date. In the case of any Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Business for the portion of the Straddle Period before the Closing Date shall be determined based on an interim closing of the books as though the Taxable period of Seller, or its Subsidiary, as applicable, ended on the calendar day immediately preceding the Closing Date. The amount of other Taxes of the Business for the portion of the Straddle Period up to the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the calendar day immediately preceding the Closing Date and the denominator of which is the number of days in such Straddle Period. The parties shall cooperate with each other concerning all Tax matters, including the filing of all material federal, state, local and foreign Tax Returns and other governmental filings associated therewith.
Parties’ Responsibility. 10.1. In case the User violates the terms of the Agreement, the legislation of Turkey, the legislation of the country of the User's location, morality, or in case of collusion with other Users in order to violate the terms of the Agreement, the Service has the right to block or delete the User's Personal account, to prohibit or restrict access to certain or all functions of the System using the User's Personal account.
10.2. In case of violation of the repayment period provided by the Service to the User under the Tools loan agreement, the Service blocks the User's Personal account until the specified Tools are returned. The Service has the right to make the User pay a penalty in the amount of 1% (one percent) of the Tools provided to the User under the Loan Agreement for each day of delay.
10.3. In case the Service detects cases of the User’s violation of clause 7.3 of the Agreement, the Service has the right to delete the User's personal account and claim damages. Prior to the removal of the User's Personal account, the Service has the right to set the limits for placing orders, not to execute the User's orders, as well as to make him undergo the identification procedure.
10.4. The Service is not responsible for the operation of the Site and/or the System and does not guarantee its smooth operation. The Service does not guarantee the safety of information posted on the Site and / or in the System, and the possibility of uninterrupted access to information about Orders and transactions, the ability to publish Orders and conclude Transactions.
10.5. The User uses the Site and the System in the form in which they are presented, at their own risk. The Service does not guarantee the User to achieve any results due to the use of the Site and/or the System.
10.6. The Service does not guarantee that the Site and the System meet the User's requirements, that access to the Site and/or the System will be provided continuously, quickly, reliably and without errors.
Parties’ Responsibility. Art. 24. The incompliance and /or inadequate compliance of the obligations taken by any parties signatory to the present Mandate Agreement draws the responsibility of the default party. Art. 25. The party which determined the termination of the Mandate Agreement due to wrongful incompliance and/or wrongful inadequate incompliance of the obligations taken, is responsible towards the other party by covering all damages generated by the termination of the Mandate Agreement.
Parties’ Responsibility. Subject to Section 7.01, Seller, or a relevant Subsidiary of Seller, as applicable, is and shall remain solely responsible for all Tax matters arising from or relating to the Business, ICX and/or the Transferred Assets through the Closing. Purchaser, or a relevant Subsidiary of Purchaser, as applicable, shall be solely responsible for all Tax matters arising from or relating to the Business, ICX and/or the Transferred Assets after the Closing. In the case of any Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Business, ICX and/or the Transferred Assets for the portion of the Straddle Period up to and through the Closing shall be determined based on an interim closing of the books as though the Taxable period of the Business ended on the Closing. The amount of other Taxes of the Business for the portion of the Straddle Period up to and through the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. The parties shall cooperate with each other concerning all Tax matters.
Parties’ Responsibility. (1) Subject to Section 5.19, Section 5.16(2) and except as provided in the Loaned Employee Agreement, the Vendor and the Vendor Affiliates will be responsible for and bear and discharge any and all costs, obligations, Taxes and liabilities, in the case of each Transferred Employee accrued up to the Employee Start Date (including all liabilities arising from matters occurring at or prior to such Employee Start Date) for or in respect of the employment in the Purchased Business of such Transferred Employee. Without limiting the generality of the foregoing:
(a) the Vendor shall, and shall cause the Vendor Affiliates to, pay and remain liable for any and all liability for claims of Transferred Employees under applicable workers' compensation Laws that were existing as at, or accrued to the Employee Start Date including claims filed after such time but only to the extent that such claims are: (x) based on accidents, injuries or illnesses incurred prior to such time, or (y) determined by applicable workers' compensation Laws that relate to such Transferred Employee's employment with the Vendor or a Vendor Affiliate in the period prior to such time, but excluding any liabilities with respect to reemployment obligations imposed on the Purchaser pursuant to such Laws that may apply to such Transferred Employees; provided that this Section 5.16 shall not operate to preclude the apportionment of liability between the Vendor or the Vendor Affiliates on the one hand and the Purchaser or the Purchaser Affiliates on the other hand, in accordance with applicable workers' compensation Laws;
(b) the Vendor shall, and shall cause the Vendor Affiliates to, in a manner consistent with applicable workers' compensation Laws, pay and shall remain liable for any and all workers' compensation assessments, penalties, fines, levies, charges, surcharges or other amounts that may be assessed with respect to Transferred Employees before or after the Employee Start Date but only to the extent that such assessments, penalties, fines, levies, charges, surcharges or other amounts are attributable to the period prior to the Employee Start Date;
(c) the Vendor shall, and shall cause the Vendor Affiliates to, remain responsible for the adjudication of claims by Transferred Employees under the Employee Plans.
(2) Notwithstanding any provision in the Loaned Employment Agreement, the Purchaser will be responsible for and bear and discharge any and all costs, obligations, Taxes and liabilities rel...
Parties’ Responsibility. 3.1. Parties bear responsibility for fulfilling the terms and conditions under this Contract pursuant to the legislation of Ukraine.
3.2. Parties shall not bear responsibility for full or partial non-fulfillment terms and conditions under this Contract if the non-fulfillment would result from force majeure, such as flooding, fire hazard, earthquake and other Acts of God, hostilities, changes in legislation of Ukraine and other causes which emerged after signing of this Contract and the Parties could not anticipate and prevent with the help of reasonable actions (force- majeure).
Parties’ Responsibility. 4.1. For failure or improper performance of its obligations under this Agreement, the Parties bear responsibility in accordance with the current legislation of the Russian Federation.
4.2. The Exhibitor bears responsibility for performance of the obligations under the Contract-offer in accordance with the legislation of the Russian Federation and the provisions of points 6.3 and 6.5 of the Contract-offer.
4.3. Each Party undertakes not to disclose, without the prior written consent of the other Party, any information relating to the conditions of this Agreement, during the term of this Contract and after its termination, if the only requirement for such disclosure is not made by competent state bodies in cases provided by the legislation of the Russian Federation.
4.4. In case of payment terms violation, the Organizer is entitled to present to the Exhibitor a penalty in amount of 0.1% of the invoice amount for each day of delay. These requirements are set by the Organizer by means of the direction to the Exhibitor of the official letter.
Parties’ Responsibility. 4.1. In accordance with the present contract, EMS is responsible only to The Sender.
4.2. In case of loss of an item of mail or of loss of enclosure (part of enclosure) through EMS's fault, EMS refund to The Sender the sum in an amount of two tariffs for sending this item of mail.
4.3. Damage, loss of enclosure (part of enclosure) is fixed while handing to an addressee in the presence EMS's worker. In this case the statement on the loss (damage) of the enclosure is compiled.
4.4. Claims connected with non - execution or improper execution by EMS of its commitments in accordance with the contract can be laid within the following periods: |X| for items of domestic mail - within 6 months since the date of reception of the item of mail; |X| for items of international mail - within 3 months since the date of reception of the item of mail.
4.5. EMS is released from the responsibility in cases foreseen by the legislation. Including:
4.5.1. EMS bears no responsibility for loss or damage of enclosure, if the integrity of packing and seals (leads) was not infringed, and also if the fact of the loss of enclosure (part of enclosure) was established after handing the item of mail to an addressee.
4.5. 2EMS bears no responsibility for indirect losses or profit missed by The Sender of whatever origin thereof.
Parties’ Responsibility. 7.1. The Seller is entitled to demand the Buyer to pay the penalty in the amount of % of the amount failed to be timely paid for each delay day for payment deadline violation by the Buyer within the current Agreement terms, provided for in clause 4.2 of the current Agreement.
7.2. The Seller is entitled to unilaterally terminate the Agreement and demand the Buyer to compensate for losses, including lost profits in case of the payment deadlines violation by over days.
7.3. The Parties shall be liable by the USA applicable laws in the event of default or improper performance by the Parties of other obligations, provided for in the current Agreement.
