Responsibility for Tax Liabilities Sample Clauses

Responsibility for Tax Liabilities. Except as may otherwise be expressly provided in this Agreement, the Company shall not be responsible in any way for any income or other tax liabilities of the Executive due in connection with the receipt by the Executive of any compensation, benefits or perquisites from the Company.
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Responsibility for Tax Liabilities. With effect from Completion, each of the Parties shall comply with its obligations in Schedule 8 (Tax Indemnity).
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Responsibility for Tax Liabilities. It is the intent of the Parties that, except as otherwise provided herein, Viking shall be responsible for Taxes imposed on, with respect to or attributable to the SpinCo Business for any Pre-Distribution Period, and that Parent and SpinCo shall be responsible for Taxes imposed on, with respect to or attributable to the SpinCo Business for any Post-Distribution Period. In accordance with such intent:
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Responsibility for Tax Liabilities pravo da odbaci učešće u povećanju kapitala novčanim ulozima u ime Investitora, osim ako investitor nije naložio da tako postupi. U slučajevima kada RSI Global Investiciono društvo odluči da učestvuje u povećanju kapitala novčanim ulozima kreditiranjem Investitora u okviru dužnosti potrebne pažnje, Investitor će biti u obavezi da uplati u gotovini i jednokratno iznos dospio usljed uplaćenog povećanja kapitala zajedno sa zateznom kamatom koja se obračuna na ovaj iznos u okviru principa neizvršenja i u skladu sa članom 18.1 u roku od 2 (dva) xxxxx xxxx od xxxx korišćenja. Navedeni iznos, koji se ne plaća u gotovini, RSI Global Investiciono društvo izmiruje po službenoj dužnosti, prodajom onoliko finansijskih instrumenta koliko je potrebno, bez potrebe za dodatnim obaveštavanjem. Propisi kojima se reguliše tržište kapitala u vezi sa glasanjem preko punomoćnika rezervisani su za ostvarivanje glasačkih prava u vezi sa finansijskim instrumentima. U slučaju da na računu nema dovoljno sredstava, RSI Global Investiciono društvo ima pravo da ne realizuje isplatu, iako je to u korist investitora, pod uslovom da obavesti investitora najbržom sredstvom komunikacije koji smatra najprikladnijim, čak i ako je investitor dao jasne instrukcije.
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Responsibility for Tax Liabilities. The Investor is responsible for the timely payment of all Tax Liabilities related to the Transactions realized within the scope of this Agreement in accordance with the relevant legislation. In the event that any tax authority of Montenegro levies and accrues any tax liability to Finveo acting as the Investor due to any Financial Instrument traded within the framework of this Agreement at the date of transaction or retroactively, the Investor agrees and undertakes to pay Finveo the relevant tax amount demanded immediately and in cash after being notified about this tax debt and receiving the relevant documents. The Investor shall fully compensate any damages and losses that Finveo may incur due to the failure of the Investor to transfer the funds required for the payment of the Tax Liabilities and Finveo in this regard.
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Responsibility for Tax Liabilities. (a) Seller shall be responsible for and shall pay (or cause to be paid) any liability for (i) Taxes of the Company for (x) any taxable period ending on or before the Closing Date or (y) the Pre-Closing Straddle Period, (ii) income Taxes that the Company is liable for (including under Treasury Regulation section 1.1502-6 or any similar provision of state, local, or non-U.S. applicable law) as a result of being a member of a Seller Group on or prior to the Closing Date or (iii) income Taxes that the Company is liable for as a result of the Section 338(h)(10) Election; provided, however, that Seller shall not be responsible for and shall not be required to pay (or cause to be paid) any liability for (A) Taxes reflected as current liabilities for the purposes of determining the final Net Working Capital, (B) Taxes attributable to the transactions occurring (or deemed to occur) on the Closing Date but after the Closing (other than those transactions (1) occurring in the ordinary course of business of the Company that would have been occurring regardless of the Closing or (2) deemed to occur as a result of the Section 338(h)(10) Election), (C) Taxes attributable to transactions or services occurring on the Closing Date in connection with agreements entered into by the Company with other Persons at the request or direction of Buyer (other than this Agreement, documents entered into pursuant to this Agreement, and agreements entered into solely to satisfy the liabilities of the Company accrued prior to the Closing), (D) Taxes as a result of a Section 338 Election (for avoidance of doubt, not the Section 338(h)(10) Election) or (E) Transfer Taxes for which Buyer is responsible under Section 10.6 (Taxes described in clauses (A) through (E), “Excluded Taxes”).
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Responsibility for Tax Liabilities. The Investor is responsible for the timely payment of all Tax Liabilities related to the Transactions realized within the scope of this Agreement in accordance with the relevant legislation. In the event that any tax authority of Republic of Montenegro levies and accrues any tax liability to Beta Investments acting as the investor’s due to any Financial Instrument traded within the framework of this Agreement at the date of transaction or retroactively, the Investor agrees and undertakes to pay Beta Investments the relevant tax amount demanded immediately and in cash after being notified about this tax debt and receiving institucijama za ili u ime Investitora. 15.2. U vezi sa plaćanjem transakcionih troškova koje treba da pokrije investitor, Beta Investments je ovlašćen da naplaćuje takve iznose xx xxxxxx investitora kreditiranjem Računa investitora bez potrebe da prima dodatna uputstva ili potvrde od Investitora. U slučaju da na xxx transakcije nije moguće u potpunosti ili delimično naplatiti transakcione troškove sa računa investitora, investitor xx xxxxx da deponuje potreban iznos na računima investitora ili da direktno uplati Beta Investments najkasnije u roku od 2 (dva) radna xxxx xxxxx obaveštenja Beta Investments-a. ČLAN 16 - PORESKE OBAVEZE INVESTITORA 16.1. Odgovornost za poreske obaveze: Investitor je odgovoran za blagovremeno plaćanje svih poreskih obaveza u vezi sa transakcijama realizovanim u okviru ovog sporazuma u skladu sa relevantnim propisima. U slučaju da bilo koji poreski organ Republike Crne Xxxx naplaćuje i obračunava bilo kakvu poresku obavezu Beta Investments koji deluje kao predstavnik investitora u vezi xx xxxx kojim finansijskim instrumentom koji se trguje u okviru ovog sporazuma na xxx transakcije ili retroaktivno, Investitor pristaje i obavezuje se da će Beta Investments platiti odgovarajući iznos poreza koji je zahtijevan odmah i u gotovini nakon što je obavešten o ovom poreskom dugu i primio
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Responsibility for Tax Liabilities 
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Related to Responsibility for Tax Liabilities

  • Responsibility for Taxes This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income 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 Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards or any aspect of the Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan 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 his or her obligations in connection with the Tax-Related Items.

  • Liability for Taxes (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

  • Responsibility for Filing Tax Returns (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Indemnity for Taxes The Borrowers hereby indemnify and agree to hold each Creditor Party harmless from and against all taxes other than Non-indemnified Taxes levied on such Creditor Party (including, without limitation, taxes imposed on any amounts payable under this Clause 23.5) paid or payable by such person, whether or not such taxes or other taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which such Creditor Party makes written demand therefore specifying in reasonable detail the nature and amount of such taxes or other taxes.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Liability for Transfer Taxes The Stockholder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares received in connection with the transactions contemplated hereby, or interests therein (other than the receipt of the Merger Consideration by the Stockholder pursuant to the Merger Agreement) within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. The Stockholder hereby grants a security interest in 50% of its Company Shares received in the Merger to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 6.05 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Stockholder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Allocation of Tax Liability In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners in proportion to their respective Sharing Ratios. The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and then to pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

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