Responsibility for Paying Taxes; Generally Sample Clauses

Responsibility for Paying Taxes; Generally. (i) Visa shall be responsible for any sales, service, value-added, use, excise, consumption, and any other taxes and duties on the goods or services it purchases, consumes or uses in providing the Services, including taxes imposed on Visa’s acquisition or use of such goods or services and the amount of tax is measured by Visa’s costs in acquiring such goods or services. (ii) Unless JPMC provides Visa with a valid and applicable exemption certificate or as otherwise provided in this Section, JPMC will be responsible for sales, use, excise, services, consumption and other taxes or duties (excluding value added tax) that are assessed on the provision of the Services and for which Visa invoices JPMC before the expiration of the applicable JPMC statutory period for assessment of deficiencies. Visa agrees to indemnify JPMC for any penalties and interest arising from Visa’s failure to collect or remit such tax. (iii) Except when separately identified by Schedule or as otherwise provided in this Section, JPMC will be responsible for value-added taxes that are assessed on the provision of the Services (including the reimbursement of expenses), any particular goods provided to JPMC by Visa, its Affiliates or subcontractors, or the charges for such goods or Services. If a value added tax is later assessed against Visa due to a change in law or otherwise, on the provision of the Services, however levied or assessed, except for assessments levied against the Visa for administrative errors by the Visa (e.g. incorrect calculation of the quantum of VAT due), to the extent Visa may not recover or obtain a credit for such tax, both Parties will negotiate in good faith and agree on a commercial resolution to this issue to their mutual satisfaction. Failing an agreement between the Parties on such adjustment, JPMC reserves the right to terminate the affected Schedules in accordance with Section 6.2 of the Master Agreement (Termination for Convenience). (iv) When Services are specifically identified in the Schedule as being subject to value-added taxes, Visa will be responsible for levying such taxes on the provision of the Services and JPMC will be responsible for paying those taxes in addition to the consideration payable. (v) Any taxes assessed, as determined by JPMC, on the provision of the Services resulting from Visa relocating or rerouting the delivery of Services for Visa's convenience to, from or through a location other than the location approved by JPMC as of the ef...
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Responsibility for Paying Taxes; Generally. (a) (i) The Parties acknowledge that MasterCard may purchase goods or services from third parties in connection with the provision of Services to JMPC. MasterCard shall be responsible for any sales, service, value-added, use, excise, consumption, and any other taxes or duties on such purchases, including taxes imposed on MasterCard’s acquisition or use of such goods or services.

Related to Responsibility for Paying Taxes; Generally

  • Responsibility for Payment The Company shall not be responsible for the payment of time used by an employee in the investigation and settlement of a grievance.

  • Responsibility for Charges 4.1 CBB shall be responsible for and pay to Verizon all charges for any Telecommunications Services provided by Verizon or provided by persons other than Verizon and billed for by Verizon, that are ordered, activated or used by CBB, CBB Customers or any other persons, through, by means of, or in association with, Telecommunications Services provided by Verizon to CBB pursuant to this Resale Attachment. 4.2 Upon request by CBB, Verizon will provide for use on resold Verizon retail Telecommunications Service dial tone lines purchased by CBB such Verizon retail Telecommunications Service call blocking and call screening services as Verizon provides to its own end user retail Customers, where and to the extent Verizon provides such Verizon retail Telecommunications Service call blocking services to Verizon’s own end user retail Customers. CBB understands and agrees that certain of Verizon’s call blocking and call screening services are not guaranteed to block or screen all calls and that notwithstanding CBB’s purchase of such blocking or screening services, CBB’s end user Customers or other persons ordering, activating or using Telecommunications Services on the resold dial tone lines may complete or accept calls which CBB intended to block. Notwithstanding the foregoing, CBB shall be responsible for and shall pay Verizon all charges for Telecommunications Services provided by Verizon or provided by persons other than Verizon and billed for by Verizon in accordance with the terms of Section 4.1 above.

  • 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.

  • Responsibility for Filing Tax Returns (a) Sellers shall prepare, or cause to be prepared, in a timely manner, all income Tax Returns of each Acquired Company that are due after the Closing with respect to any taxable period ending prior to or ending on and including the Closing Date; provided, however, that any such Tax Return shall be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of each Acquired Company. Sellers shall deliver to Buyer draft copies of each such Tax Return prior to the date for filing that Tax Return. Sellers shall make all changes in each such Tax Return reasonably requested by Buyer. Buyer shall cause each such Tax Return to be appropriately signed and filed, and Sellers shall pay to each Acquired Company any Taxes due from such Acquired Company on that Tax Return. (b) Buyer shall after the Closing prepare and file, or cause to be prepared and filed, Tax Returns of each Acquired Company for any period beginning prior to the Closing Date and ending after the Closing Date (a “Straddle Period”). Any such Tax Return shall be prepared by treating items on that Tax Return in a manner consistent with the prior Tax Returns of each Acquired Company. Buyer shall deliver to Sellers draft copies of each such Tax Return at least thirty (30) days prior to the date for filing that Tax Return. Buyer shall make all changes in each such Tax Return reasonably requested by Sellers. Sellers shall pay to each Acquired Company the Taxes due for the period prior to and including the Closing Date from such Acquired Company on that Tax Return.

  • Leave With Pay for Family-Related Responsibilities (a) For the purpose of this clause, “family” is defined as: (i) spouse (including common law spouse resident with the employee); (ii) children (including xxxxxx children, children of legal or common-law partner and xxxx of the employee); (iii) parents (including step-parents or xxxxxx parents), father-in-law, mother-in-law; (iv) brother, sister, step-brother, step-sister; (v) grandparents and grandchildren of the employee; (vi) any relative, residing in the employee’s household or with whom the employee permanently resides; or (vii) any relative for whom the employee has a duty of care, irrespective of whether they reside with the employee. (b) The total leave with pay which may be granted under this clause shall not exceed thirty-seven decimal five (37.5) hours in a fiscal year. (c) At the request of an employee, leave with pay for family related responsibilities may be granted as follows: (i) to take a dependent family member for medical or dental appointments, or for appointments with school authorities or adoption agencies; the employee who requests a leave pursuant to this clause should make every reasonable effort to schedule these appointments to minimize or preclude his or her absence from work; (ii) for the temporary care of a sick member of the employee's family and to provide the employee with time to make alternate care arrangements where the illness is of a longer duration; (iii) for needs directly related to the birth or adoption of his or her child; (iv) to attend school functions, if the supervisor was notified of the functions as far in advance as possible; (v) to provide for the employee’s child in the case of an unforeseeable closure of the school or daycare facility; (vi) seven decimal five (7.5) hours out of the thirty-seven decimal five (37.5) hours stipulated in paragraph (b) above may be used to attend an appointment with a legal or paralegal representative for non-employment related matters, or with a financial or other professional representative, if the supervisor was notified of the appointment as far in advance as possible.

  • No Responsibility for Loans, Recitals, etc Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower's or any such guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Agent at such time, but is voluntarily furnished by the Borrower to the Agent (either in its capacity as Agent or in its individual capacity).

  • RESPONSIBILITY FOR AWARDS The Supplier acknowledges that each Contracting Body is independently responsible for the conduct its award of Call-Off Contracts under this Framework Agreement and that the Authority is not responsible or accountable for and shall have no liability whatsoever in relation to: 6.1 the conduct of Other Contracting Bodies in relation to this Framework Agreement; or 6.2 the performance or non-performance of any Call-Off Contracts between the Supplier and Other Contracting Bodies entered into pursuant to this Framework Agreement.

  • Responsibility for Property Except as expressly set forth in Section 3.25, Contractor shall limit its operations to the Stage 2 Site. Contractor shall plan and conduct its operations so that neither Contractor nor any of its Subcontractors or Sub-subcontractors shall (i) enter upon lands (other than the Stage 2 Site and Off-Site Rights of Way and Easements) or waterbodies in their natural state unless authorized by the appropriate owner or entity; (ii) close or obstruct any utility installation, highway, waterway, harbor, road or other property unless Permits are obtained and authorized by the appropriate entity or authority; or (iii) disrupt or otherwise interfere with the operation of any portion of any pipeline, telephone, conduit or electric transmission line, ditch, navigational aid, dock or structure unless otherwise specifically authorized by the appropriate entity or authority. The foregoing includes damage arising from performance of the Work through operation of Construction Equipment or stockpiling of materials. If damage occurs to Subproject 1 or Subproject 2 prior to substantial completion of such applicable Subproject 1 or Subproject 2, liability for such damage shall be governed by the Stage 1 EPC Agreement.

  • Responsibility for Costs The Servicer is responsible for collection from such Borrower of any recording or similar costs or expenses incidental to the granting of relief with respect to a delinquent Mortgage Loan.

  • Performing Agency Responsibility for System Agency’s Termination Costs If the System Agency terminates the Contract for cause, the Performing Agency shall be responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Performing Agency. These costs include, but are not limited to, the costs of procuring a substitute vendor and the cost of any claim or litigation attributable to Performing Agency’s failure to perform any Work in accordance with the terms of the Contract.

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