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. 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. 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. 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.
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. 3.1.Parties bear responsibility for fulfilling the terms and conditions under this Contract pursuant to the legislation of Ukraine.
Parties’ Responsibility. 8.1. The Seller shall:
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.
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.
Parties’ Responsibility. Each party agrees to be responsible and assume liability for its own wrongful or negligent acts and omissions, and those of its officers, agents and employees to the extent required by law. No term or condition of this Agreement shall be construed or interpreted as a waiver, either express or implied, of the notice requirements, immunities, rights, benefits, defenses, limitations and protections available to Client under Texas law.
