Taxation. The parties agree that, with respect to VAT or other applicable taxation: (a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.
Appears in 9 contracts
Samples: Terms and Conditions of Supply, Terms and Conditions of Supply, Terms and Conditions of Supply
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
(a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.
Appears in 7 contracts
Samples: Terms and Conditions of Supply, Terms and Conditions of Supply, Terms and Conditions of Supply
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
(a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx Sandvik to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx Sandvik will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.
Appears in 5 contracts
Samples: Terms and Conditions of Supply, Terms and Conditions of Supply, Terms and Conditions of Supply
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
(a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx Sandvik to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.
Appears in 4 contracts
Samples: Terms and Conditions of Supply, Terms and Conditions of Supply, Terms and Conditions of Supply
Taxation. The parties agree that14.1 Income tax on profits or gains derived from the Joint Operations hereunder, shall be at the rate of 40% of profit and gains as determined and assessed in accordance with respect the provisions of the Income-Tax Ordinance, 2001 (No. XLIX of 2001) hereinafter referred to VAT or other applicable taxation:as the "Ordinance" and the rules contained in Part I of the Fifth Schedule to the Ordinance, (hereinafter referred to as the "Fifth Schedule") as in force on the Effective Date.
(a) prices are quoted on a VAT-exclusive basis; (b) if in 14.2 Where any jurisdiction VAT is payable by Xxxxxxx Expenditure allocable to a tax authority Surrendered Area or to the drilling of a dry hole is deemed to be lost under rule 2(2) of the Fifth Schedule, such Expenditure shall be allowable as provided in rule 2(3) of the Fifth Schedule in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated Expenditure in question and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation respective Working Interest at the time such Expenditure was incurred in the Area in the relevant operation; provided, that, in accordance with clause (3) of Clause 9.3(bSchedule to the Regulation of Mines and Oilfields and Mineral Development (Government Control) together with any penalties and interest imposed on Sandvik by a tax authority Act, 1948 (hereinafter referred to as the ("Schedule to Regulations"), all Expenditures deemed to have been lost in relation to that supply terms of Goods; and (frule 2(2) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will said Schedule to Regulations shall be entitled allowed to enter be set off against all the premises other income of the Purchaser Working Interest Owners (including leased premisesother than dividend income) at accruing or arising from or under any time (separate business or undertaking or this Agreement or from any other past, present or future agreement of the Working Interest Owners with THE PRESIDENT for Petroleum exploration and production or from any other activity, on a fully consolidated basis in accordance with rule 2(3) ( ) of the Fifth Schedule.
14.3 Depreciation shall be allowed to the extent permissible by Law) to recover possession Working Interest Owners in accordance with the provisions of the Goods Ordinance and in particular, the Third Schedule thereof.
14.4 In case of any disagreement in respect of taxation matters arising from any of the provisions of this Agreement including its Annexes, and the provisions now in effect of the Ordinance, and the Fifth Schedule thereof, read in conjunction with the Regulation of Mines and Oilfields and Mineral Development (Government Control) Act, 1948 as amended that are subject to Clause 10.1in force on the Effective Date, then the provisions of the Ordinance in force on the Effective Date shall prevail.
Appears in 3 contracts
Samples: Petroleum Concession Agreement, Petroleum Concession Agreement, Petroleum Concession Agreement
Taxation. (a) All payments of or in respect of principal and interest on the Notes and other amounts, if any, hereunder shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or other governmental charges (or interest on any of the foregoing) of whatsoever nature (collectively, “Taxes”) imposed, levied, collected, withheld or assessed by, within or on behalf of Brazil, the Cayman Islands or any political subdivision thereof having power to tax (“Taxing Jurisdiction”), unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the amounts received by the Noteholders or the Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts of (x) principal and interest that would have been receivable in respect of the Notes in the case of the Noteholders, or (y) pursuant to Section 8.5, in the case of the Trustee, in the absence of such withholding or deduction. The parties agree thatIssuer will not, however, pay any Additional Amounts in connection with any Tax that is imposed due to any of the following (“Excluded Additional Amounts”):
(i) the Noteholder or beneficial owner has some connection (present or former) with the Taxing Jurisdiction other than merely holding the Notes or receiving principal or interest payments on the Notes (such as citizenship, nationality, residence, domicile, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the Taxing Jurisdiction);
(ii) any tax imposed on, or measured by, net income;
(iii) the Noteholder or beneficial owner fails to comply with any certification, identification or other reporting requirements concerning its nationality, residence, identity or connection with the Taxing Jurisdiction, if (i) such compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or a part of the Tax, (ii) the Noteholder or beneficial owner is able to comply with such requirements without undue hardship and (iii) at least 30 calendar days prior to the first payment date with respect to VAT which such requirements under the applicable law, regulation, administrative practice or other applicable taxation:treaty shall apply, the Issuer has notified all Noteholders that they will be required to comply with such requirements;
(aiv) prices the Noteholder fails to present (where presentation is required) its Note within 30 calendar days after the Issuer has made available to the Noteholder a payment of principal or interest, provided that the Issuer will pay Additional Amounts which such Noteholder would have been entitled to had the Note owned by such Noteholder been presented on any day (including the last day) within such 30-day period;
(v) any estate, inheritance, gift, value added, use or sales taxes or any similar Taxes;
(vi) where any Additional Amounts are quoted imposed on a VAT-exclusive basispayment on the Notes to an individual and are required to be made pursuant to Council Directive 2003/48/EC of the Council of the European Union on the taxation of savings income in the form of interest payments (or any Directive otherwise implementing the conclusions of the Economic and Financial Council of Ministers of the member states of the European Union (“ECONFIN”) Council meetings of November 26 and 27, 2000, December 13, 2001 and January 31, 2003) or any law implementing or complying with, or introduced in order to conform to, any such Directive;
(vii) where the Noteholder or beneficial owner could avoid any Additional Amounts by requesting that a payment on the Notes be made by, or presenting the relevant Notes for payment to, another Paying Agent located in a Member State of the European Union; or
(viii) any combination of the foregoing.
(b) if in any jurisdiction VAT is payable The Issuer will (i) make such withholding or deduction on its payments of principal and interest on the Notes as required by Xxxxxxx the relevant Taxing Jurisdiction and (ii) remit the full amount withheld or deducted to a tax the relevant taxing authority in relation accordance with applicable law. Upon written request from the Trustee, the Issuer will furnish to the supply Trustee, within five Business Days after the delivery of such written request, certified copies of Tax receipts or, if such receipts are not obtainable, documentation reasonably satisfactory to the Trustee evidencing such payment by the Issuer. Upon written request of the GoodsNoteholders to the Trustee, Servicescopies of such receipts or other documentation, or Digital Servicesas the case may be, an amount equal to such VAT will be calculated and charged made available to the Purchaser as an additional amount; Noteholders.
(c) At least 10 Business Days prior to each Interest Payment Date for the Notes, if the Issuer is obligated to pay Additional Amounts with respect to such payment, the Issuer, as applicable, will deliver to the extent Trustee an Officers’ Certificate stating that a payment Additional Amounts will be payable, the amounts so payable and setting forth such other information as the Trustee shall reasonably require for tax purposes. The Issuer covenants to a party under indemnify the Trustee and any other Paying Agents for, and to hold each harmless against, any loss, liability or expense reasonably incurred without negligence, bad faith or willful misconduct on their part, arising out of or in connection with actions taken or not taken by any of them in reliance on any certificate furnished to them pursuant to this paragraph or the Contract is calculated failure to furnish any such certificate. The obligations of the Issuer under the preceding sentence shall survive the resignation or removal of the Trustee, the Registrar or any Paying Agent. Any certificate required by reference to, or as a specified percentage of, another amount or revenue stream, that payment this Section to be provided to the Trustee and any other Paying Agent shall be calculated by reference to, or as a specified percentage ofdeemed to be duly provided if telecopied to the Trustee and such other Paying Agent. Upon written request from the Trustee, the amount Issuer shall provide the Trustee with documentation evidencing the payment of Taxes in respect of which the Issuer has paid any Additional Amounts. Copies of such documentation shall be made available by the Trustee to the Noteholders or revenue stream exclusive of VAT; the other Paying Agents, as applicable, upon written request therefor.
(d) The Issuer will, upon the written request of any Noteholder or beneficial owner of a Note, indemnify and hold harmless and reimburse such Noteholder for the amount of any Taxes of any nature imposed by any Taxing Jurisdiction (other than any such Taxes with respect to Excluded Additional Amounts for which the Noteholder would not have been entitled to receive additional amounts pursuant to any of the conditions described in addition to Section 2.16(a)) so imposed on, and without limiting the abovepaid by, where such Noteholder as a sale result of Goods is treated as not subject to VAT any payment of principal or interest on the basis Note, so that the Purchaser net amount received by such Noteholder after such reimbursement would not be less than the net amount the Noteholder would have received if such Taxes would not have been imposed or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation levied and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; so paid.
(e) if The Issuer shall promptly pay when due any present or future stamp, administrative, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in a Taxing Jurisdiction from the Purchaser fails execution, delivery, enforcement or registration of each Note or any other document or instrument referred to provide herein or therein. The Issuer shall indemnify and make whole the requested documentation within the period of time requestedNoteholders for any present or future stamp, court or the documentation is not of the standard required documentary taxes or any other excise or property taxes, charges or similar levies payable by the relevant tax authority, or the documentation indicates that: Issuer as provided in this clause (ie) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required paid by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and such Noteholders.
(f) All references in this Clause 9.3 will continue Indenture to apply after expiry principal, interest, and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable under this Section with respect to such principal, interest, or termination other amounts. The foregoing obligations shall survive any termination, defeasance or discharge of the Contract. Laws, Xxxxxxx will be entitled to enter Notes and this Indenture.
(g) If the premises of the Purchaser (including leased premises) Issuer shall at any time (be required to pay Additional Amounts to Noteholders pursuant to the extent permissible terms of this Indenture, the Issuer will use its reasonable endeavors to obtain an exemption from the payment of (or otherwise avoid the obligation to pay) the Tax, which has resulted in the requirement that it pay such Additional Amounts.
(h) If the Trustee or a Noteholder is entitled to an exemption from or reduction of Taxes with respect to payments under this Indenture, the Trustee or such Noteholder (as applicable) shall provide to the Issuer, as reasonably requested by Lawthe Issuer (who shall provide the Trustee or the Noteholder, as the case may be, the relevant documentation, forms and instructions prescribed by applicable law), such documentation as will permit payments under this Indenture to be made without withholding or at a reduced rate; provided, however, if any documentation or form referred to in this subsection (h) required the disclosure of information that the Trustee or the Noteholder, as the case may be, reasonably considers to recover possession of be confidential, the Goods that are subject Trustee or such Noteholder shall give notice thereof to Clause 10.1the Issuer and shall not be obligated to include in such documentation or form such confidential information.
Appears in 3 contracts
Samples: Indenture (Ambev S.A.), Indenture (InBev Corporate Holdings Inc.), Indenture (American Beverage Co Ambev)
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
: (a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- cross-border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik Xxxxxxx is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.
Appears in 2 contracts
Samples: Terms and Conditions of Supply, Terms and Conditions of Supply
Taxation. The parties agree that14.1 Income tax on profits or gains derived from the Joint Operations hereunder, shall be at the rate of 40% of profit and gains as determined and assessed in accordance with respect the provisions of the Income-Tax Ordinance, 2001 (No. XLIX of 2001) hereinafter referred to VAT or other applicable taxation:as the "Ordinance" and the rules contained in Part I of the Fifth Schedule to the Ordinance, (hereinafter referred to as the "Fifth Schedule") as in force on the Effective Date.
(a) prices are quoted on a VAT-exclusive basis; (b) if in 14.2 Where any jurisdiction VAT is payable by Xxxxxxx Expenditure allocable to a tax authority Surrendered Area or to the drilling of a dry hole is deemed to be lost under rule 2(2) of the Fifth Schedule, such Expenditure shall be allowable as provided in rule 2(3) of the Fifth Schedule in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated Expenditure in question and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation respective Working Interest at the time such Expenditure was incurred in the Area in the relevant operation; provided, that, in accordance with clause (3) of Clause 9.3(bSchedule to the Regulation of Mines and Oilfields and Mineral Development (Government Control) together with any penalties and interest imposed on Sandvik by a tax authority Act, 1948 (hereinafter referred to as the ("Schedule to Regulations"), all Expenditures deemed to have been lost in relation to that supply terms of Goods; and (frule 2(2) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will said Schedule to Regulations shall be entitled allowed to enter be set off against all the premises other income of the Purchaser Working Interest Owners (including leased premisesother than dividend income) at accruing or arising from or under any time (separate business or undertaking or this Agreement or from any other past, present or future agreement of the Working Interest Owners with THE PRESIDENT for Petroleum exploration and production or from any other activity, on a fully consolidated basis in accordance with rule 2(3) ( ) of the Fifth Schedule.
14.3 Depreciation shall be allowed to the extent permissible by Law) to recover possession Working Interest Owners in accordance with the provisions of the Goods Ordinance and in particular, the Third Schedule thereof.
14.4 In case of any disagreement in respect of taxation matters arising from any of the provisions of this Agreement including its Annexes, and the provisions now in effect of the Ordinance, and the Fifth Schedule thereof, read in conjunction with the Regulation of Mines and Oilfields and Mineral Development (Government Control) Act, 1948 as amended that are subject to Clause 10.1in force on the Effective Date, then the provisions of the Ordinance, the Fifth Schedule thereof, and the said Regulations in force on the Effective Date shall prevail.
Appears in 2 contracts
Samples: Petroleum Concession Agreement, Petroleum Concession Agreement
Taxation. The parties agree that3.1. All payments by a Guarantor under this Agreement shall be made in full and without deduction or withholding for or on account of any Taxes, except as otherwise provided in this Section 3.1. If a Guarantor is required by applicable laws to deduct or withhold Taxes from or in respect of any payments to a Creditor under this Agreement, then: (a) such Guarantor shall make such deductions and withholdings; (b) such Guarantor shall pay the full amount deducted or withheld to the appropriate Governmental Authority in accordance with respect applicable law; (c) such Guarantor shall promptly furnish such Creditor evidence that the Tax deduction or withholding has been made and paid to VAT the appropriate Governmental Authority; and (d) to the extent the primary obligor would be required to pay such additional amounts under the agreement governing such Financial Indebtedness, the sum payable to such Creditor shall be increased by such additional sums as necessary (“Additional Amounts”) so that after making all required deductions and withholdings of Taxes (including deductions and withholdings of Taxes applicable to additional sums payable under this subclause (d)) such Creditor receives an amount equal to the sum it would have received had no such deductions or other applicable taxationwithholdings of Taxes been made; provided, however, that the foregoing obligation to pay Additional Amounts will not apply on account of any Tax which is payable:
(a) prices are quoted otherwise than by deduction or withholding from payments of principal of, any premium, if any, or interest on the Financial Indebtedness for which such Guarantor is making a VAT-exclusive basis; payment hereunder;
(b) if by reason of such Creditor having, or having had, some personal or business connection with the country in any jurisdiction VAT which such Guarantor is payable organized and not merely by Xxxxxxx to a tax authority in relation to the supply reason of the Goods, Servicesfact that payments are, or Digital Servicesfor the purposes of taxation are deemed to be, an amount equal to from sources in, or secured in, such VAT will be calculated and charged to the Purchaser as an additional amount; country;
(c) to the extent that by a paying agent from a payment to a party under or in connection with the Contract is calculated by reference toof principal, premium, if any, or as a specified percentage ofinterest on any such Financial Indebtedness, if such payment could have been made by another amount paying agent on behalf of the Debtor without such deduction or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; withholding;
(d) by reason of such Creditor’s present or former status as a personal holding company, foreign personal holding company, a passive foreign investment company or a controlled foreign corporation for U.S. tax purposes or a corporation which accumulates earnings to avoid U.S. federal income tax, and not merely by reason of the fact that payments in addition respect of the guaranteed Financial Indebtedness for which such Guarantor is making a payment hereunder are, or for purposes of taxation are deemed to and without limiting be, derived from sources in, or are secured in the abovecountry in which such Guarantor is organized;
(e) by reason of such Creditor’s past or present status as the actual or constructive owner of 10% or more of the combined voting power of all classes of stock of Delhaize Group entitled to vote;
(f) with respect to payments that are, where or for the purposes of taxation are deemed to be, from Belgian source, by reason of such Creditor’s past or present status as a sale non-Qualifying Creditor. For purposes of Goods this sub-clause (f) a “Qualifying Creditor” means a Creditor which is treated as not subject to VAT entitled on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by Belgian domestic law or applicable income tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser treaties, to receive Belgian source payments without deduction or its freight forwarder without the written approval withholding for or an account of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.Belgian Tax;
Appears in 2 contracts
Samples: Cross Guarantee Agreement, Cross Guarantee Agreement (Delhaize Group)
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
(a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable All payments by Xxxxxxx to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party Lessee under or in connection with the Contract Transaction Documents will be made without set-off or counterclaim, free and clear of and without deduction or withholding for or on account of any Taxes (other than Lessor Taxes) unless such deduction or withholding is calculated required by reference to, law in which event (but subject always to Clause 6.1(b)) Lessee shall:
(i) deduct or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, withhold the amount or revenue stream exclusive of VAT; legally required;
(dii) in addition pay to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation relevant Government Entities within the period for payment permitted by applicable law the amount of time requestedthe deduction or withholding; and
(iii) furnish to Lessor or the relevant Indemnitee after each payment an official receipt of the relevant Government Entities involved (or other evidence reasonably acceptable to Lessor or such Indemnitee) for all amounts so deducted or withheld.
(b) If Lessee is compelled by law to make any payment under or in connection with the Transaction Documents subject to any Tax (other than a Lessor Tax) and Lessor does not actually receive for its own benefit on the due date a net amount equal to the full amount provided for under the Transaction Documents, Lessee will pay all necessary additional amounts to ensure receipt by Lessor of the full amount so provided for.
6.2 Lessee will on demand pay and indemnify the Indemnitees against all Taxes (other than Lessor Taxes) levied or imposed against or upon Lessor or Lessee or any other Indemnitee and relating to or attributable to Lessee, the Transaction Documents, including the payments due under the Transaction Documents, or the documentation is not Aircraft directly or indirectly in connection with the importation, exportation, registration, ownership, leasing, sub-leasing, wet-leasing, purchase, delivery, possession, use, operation, repair, maintenance, overhaul, transportation, landing, storage, presence or redelivery of the standard required Aircraft or any part thereof or any rent, receipts, insurance proceeds, income or other amounts arising therefrom.
(a) If and to the extent that any sums payable to an Indemnitee by Lessee under any Transaction Document by way of indemnity or under this Clause 6 are insufficient, by reason of any Taxes (other than Lessor Taxes) payable in respect of those sums, for the Indemnitee to discharge the corresponding liability to the relevant tax third party (including any Taxation authority), or to reimburse the documentation indicates that: Indemnitee for the cost incurred by it to a third party (including any Taxation authority) Lessee will pay to that Indemnitee such sum as will after the Tax liability has been fully satisfied leave the Indemnitee with the same amount as it would have been entitled to receive in the absence of that Tax liability together with interest on the amount of the deficit at the rate of interest stated in Clause 5.5 in respect of the period commencing on the date on which the payment of taxation is finally due until payment by Lessee (both before and after judgment).
(b) If and to the extent that any sums constituting (directly or indirectly) an indemnity to an Indemnitee but paid by Lessee to any person other than an Indemnitee are treated as taxable in the hands of an Indemnitee, Lessee will pay to that Indemnitee such sum as will after the Tax liability has been fully satisfied indemnify that Indemnitee to the same extent as it would have been indemnified in the absence of such Tax liability together with interest on the amount payable by Lessee under this Clause 6.3(b) at the rate of interest stated in Clause 5.5 in respect of the period commencing on the date on which the payment of taxation is finally due until payment by Lessee (both before and after judgment).
6.4 Lessee will promptly pay:
(a) all licence and registration fees, Taxes (other than Lessor Taxes) and other amounts of any nature imposed by any Government Entity upon or with respect to the Aircraft including without limitation the importation, leasing, possession, use, operation or return of the Aircraft;
(b) all rent, fees, charges, Taxes (other than Lessor Taxes) and other amounts in respect of any premises where the Aircraft or any Part thereof is located from time to time; and
(c) any and all charges incurred during the Term in connection with (i) the Goods were not moved cross-border and/or furnishing, issue or provision of information, directions and other facilities in connection with the navigation or movement of aircraft (including the control or movement of vehicles in any part of an airport used for the movement of aircraft) and (ii) the Goods were not moved cross-border within landing, parking or taking off of aircraft at airports or for the period of time required by law use of, or tax authority practice; and/or services provided at, airports (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder including, without the written approval of Sandviklimitation, the Purchaser will pay all charges due to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. LawsSENEAM), Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (except to the extent permissible such payment is being contested in good faith by Law) appropriate proceedings, in respect of which adequate reserves have been provided by Lessee and the non-payment of which does not give rise to recover possession any risk of the Goods Aircraft or any interest therein being sold, forfeited, arrested, detained or otherwise lost or of civil or criminal liability on the part of any Indemnitee.
6.5 Lessee shall promptly pay any stamp or other documentary duties and Taxes (other than Lessor Taxes), and any notarial, translation or similar fees, to which this Agreement or any other Transaction Document (other than any Mortgage) may be subject, or which is necessary for purposes of registration of this Agreement and the Xxxx of Sale with the Air Authority and Lessee shall pay to Lessor on demand the amount of Losses which Lessor may incur as a result of any delay by Lessee in paying the same or any omission by the Lessee to pay the same.
6.6 If Lessee is liable to gross-up or indemnify under Clause 6.1 or Clause 6.2, then, without in any way limiting, reducing or otherwise qualifying any rights of any Indemnitee or any obligations of Lessee under this Clause 6, Lessor shall:
(a) promptly upon becoming aware of the liability arising notify Lessee thereof; and
(b) in consultation in good faith with Lessee, for a period of up to thirty (30) days from the date of such notification, take such steps at the expense of Lessee as may be open to it to mitigate the effects of such circumstances on Lessee, including, if requested by Lessee, the filing of any Tax form or return which any Indemnitee is legally able to file; provided that are subject neither Lessor nor any Indemnitee shall be under any obligation to take or continue to take any such action or other steps if an Event of Default has occurred and is continuing or if it is satisfied, in its absolute discretion, to do so would interfere with the right of Lessor or such Indemnitee to arrange its affairs (tax or otherwise) in whatever manner it thinks fit or oblige Lessor or such Indemnitee to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax, or have a material adverse effect on its business, or operations or financial condition or reputation or the financial basis under which, inter alia, the Transaction Documents have been entered into or would entail any cost or expense to Lessor or that Indemnitee (unless, in the case of any cost or expense, Lessor or that Indemnitee shall have been indemnified or otherwise secured to its satisfaction) or is otherwise prejudicial to it.
6.7 If any Indemnitee in good faith determines that it has realised a tax benefit (by way of deduction, credit or otherwise) as a result of any payment for which Lessee is responsible under this Clause 10.16, Lessor shall pay or use all reasonable endeavours to procure that the relevant Indemnitee pays to Lessee as soon as practicable after the tax benefit has been realised, an amount which the Indemnitee determines will ensure that (after taking into account of the payment itself) such Indemnitee is in no better and no worse position than it would have been if the deduction had not applied.
Appears in 2 contracts
Samples: Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)
Taxation. The parties agree thatAll payments made in respect of the Notes or the Guarantees shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by or within any Relevant Jurisdiction or any jurisdiction through which payment is made (together with respect Relevant Jurisdictions, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law. In that event, the Issuer or (as the case may be) the relevant Guarantor, in each case including any successor entity of the Issuer or of any Guarantor, shall pay such additional amounts (“Additional Amounts”) so as to VAT result in the receipt by the Noteholders of such amounts as would have been received by them if no such withholding or other applicable taxationdeduction had been required. However, the obligation to pay Additional Amounts shall not apply to:
(a) prices are quoted any present or future tax, assessment or other governmental charge that would not have been so imposed but for:
(i) the existence of any present or former connection between the Noteholder or beneficial owner of such Note and the Relevant Taxing Jurisdiction other than merely holding such Note, or receiving of amounts in respect of the Note or Guarantees, or enforcing the Note or Guarantees; or
(ii) the presentation by the Noteholder of any Note, where presentation is required, for payment on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx to a tax authority in relation to date more than 30 days after the supply later of the Goodsdate on which payment became due and payable or the date on which payment thereof is duly provided for, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) except to the extent that a the Noteholder would have been entitled to such Additional Amounts if it had presented such Note for payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VATon any date within such 30-day period; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or or
(iii) the Goods were moved failure of the Noteholder or beneficial owner to comply with a timely request of the Issuer or a Guarantor, as the case may be, to provide information to the Issuer or such Guarantor, as the case may be, concerning the nationality, residence or identity of the holder or beneficial owner of that Note, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Amounts would otherwise have been payable to such holder or beneficial owner; or
(iv) the presentation of any Note for payment, where presentation is required, where the payment can be made without such withholding or deduction by the presentation of the Note for payment to at least one other paying agent;
(b) any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments on or in respect of any Note or Guarantee;
(d) any withholding or deduction that is imposed on a party payment to an individual and that is required to be made pursuant to the European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to such Directives;
(e) any combination of the items listed above; or
(f) any payment to a Noteholder who is a fiduciary, a partnership, a limited liability company or other than the Purchaser or its freight forwarder without the written approval sole beneficial owner of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (payment to the extent permissible that such payment would be required by Lawthe laws of the Relevant Taxing Jurisdiction (or any political subdivision thereof) to recover possession be included in the income, for tax purposes, of a beneficiary or settlor with respect to the Goods fiduciary, a member of that are subject partnership, an interestholder in a limited liability company or a beneficial owner who would not have been entitled to Clause 10.1the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the holder thereof. Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, or Make-Whole Amount in respect of, any Note or under any Guarantees, such mention shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
Appears in 2 contracts
Samples: Trust Deed (Sibanye Gold LTD), Trust Deed (Gold Fields LTD)
Taxation. 7.1 The parties agree thatIssuer shall make all payments to be made by it without any Tax Deduction, with unless a Tax Deduction is required by law.
7.2 The Issuer shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Representative accordingly. Similarly, the Representative shall notify the Issuer on becoming so aware in respect of a payment payable to VAT or other applicable taxation:any Holder.
(a) prices are quoted on 7.3 If a VAT-exclusive basis; (b) if in any jurisdiction VAT Tax Deduction is payable required by Xxxxxxx law to a tax authority in relation to be made by the supply Issuer, the amount of the Goods, Services, or Digital Services, payment due from the Issuer shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that which would have been due if no Tax Deduction had been required.
7.4 A payment shall not be calculated increased under paragraph 7.3 above by reference toreason of a Tax Deduction on account of Tax imposed by France, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT if on the basis that date on which the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: payment falls due:
(i) the Goods were payment could have been made to the relevant Holder without a Tax Deduction if such Holder had been a Qualifying Holder, but on that date that Holder is not moved cross-border and/or or has ceased to be a Qualifying Holder other than as a result of any change after the date it became a Holder under the Issue Documents in (or in the interpretation, administration, or application of) any law or double taxation agreement, or any published practice or published concession of any relevant taxing authority; or
(ii) the Goods were relevant Holder is a Treaty Holder and the Issuer is able to demonstrate that the payment could have been made to the Holder without the Tax Deduction had that Holder complied with its obligations under paragraph 7.7 below, provided that the exclusion for changes after the date a Holder became a Holder under this Agreement in paragraph 7.4 (i) above shall not moved crossapply in respect of any Tax Deduction on account of Tax imposed by France on a payment made to a Holder if such Tax Deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Holder in a financial institution situated in a Non-border within the period Cooperative Jurisdiction or because such Holder is incorporated, domiciled, established, or acting through a Participation Office situated, in a Non-Cooperative Jurisdiction. However, no such additional amounts shall be payable with respect to any OCABSA to a Holder (or to a third party on behalf of time required such Xxxxxx) who is liable to such taxes or duties in respect of such OCABSA by law or tax authority practice; and/or (iii) the Goods were moved by a party reason of his having some connection with France other than merely being the Purchaser or its freight forwarder without holder of the written approval of Sandvik, OCABSA.
7.5 If the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik Issuer is required to account to make a tax authority Tax Deduction, the Issuer shall make that Tax Deduction and any payment required in accordance connection with that Tax Deduction within the operation time allowed and in the minimum amount required by law.
7.6 Within thirty (30) days of Clause 9.3(b) together making either a Tax Deduction or any payment required in connection with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of Tax Deduction, the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (Issuer shall deliver to the extent permissible by LawRepresentative the payment evidence satisfactory to the Representative (acting reasonably) that the Tax Deduction has been made or (as applicable) any appropriate payment paid to recover possession of the Goods that are subject to Clause 10.1relevant taxing authority.
Appears in 1 contract
Samples: Ocabsa Issue Agreement (Abivax S.A.)
Taxation. The parties agree thatAll payments in respect of the Notes and Coupons payable by or on behalf of the Issuer or the Guarantor (if applicable) shall be made free and clear of, with and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, collected, withheld, assessed or levied by or on behalf of, in the case of Piraeus PLC, the United Kingdom or, in the case of Piraeus Bank, the Hellenic Republic and, in the case of Piraeus Bank issuing Notes through an Issuing Branch situated in a jurisdiction other than the Hellenic Republic, the jurisdiction where such Issuing Branch is situated and, in the case of Piraeus Bank guaranteeing Notes issued by Piraeus PLC, the United Kingdom or, in each case, any political subdivision thereof or any authority or agency therein or thereof having power to tax (in each case, a “Taxing Jurisdiction”), unless such withholding or deduction of such Taxes is required by law. In that event, the Issuer or, as the case may be, the Guarantor shall pay such additional amounts in respect to VAT of interest and, in respect of the Senior Preferred Liquidity Notes only, in respect of principal and premium, as may be necessary in order that the net amounts received by the holders of the Notes or other applicable taxationCoupons after such withholding or deduction shall equal the respective amount of interest (and, in respect of the Senior Preferred Liquidity Notes only, principal and premium) which would otherwise have been receivable in respect of the Notes or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable in respect of any Note or Coupon:
(ai) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT the holder of which is payable by Xxxxxxx to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal liable to such VAT will taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with the United Kingdom, or, as the case may be, the Hellenic Republic, or, as the case may be, the jurisdiction in which the Issuing Branch is situated other than the mere holding of such Note or Coupon; or
(ii) presented for payment by or on behalf of a Noteholder or Couponholder who would not be calculated and charged liable or subject to such withholding or deduction if he were to comply with any statutory requirement or to make a declaration of non-residence or other similar claim for exemption but fails to do so; or
(iii) presented for payment more than thirty days after the Purchaser Relevant Date (as an additional amount; (c) defined below), except to the extent that the relevant Noteholder or Couponholder would have been entitled to such additional amounts on presenting the same for payment on the expiry of such period of thirty days; or
(iv) presented for payment in Greece (in the case of Piraeus Bank unless Piraeus Bank issues Notes through an Issuing Branch situated in a payment jurisdiction other than the Hellenic Republic, in which case the reference to a party under or in connection with the Contract is calculated by reference to, or Greece shall be construed as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (dto such other jurisdiction) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation United Kingdom (in the case of Piraeus PLC). If Extended Gross-Up is not of specified as being applicable in the standard required by the relevant tax authorityapplicable Final Terms, or the documentation indicates that: exceptions (i) the Goods were not moved cross-border and/or ), (ii) the Goods were and (iv) above shall not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal apply to any VAT for Noteholder or Couponholder regarding interest payments under Notes the Issuer of which Sandvik is required Piraeus Bank if such payments to account to a tax authority in accordance with Non-Greek Legal Persons, at the operation of Clause 9.3(b) together with any penalties and time the relevant interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Lawspayment, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1income tax withholding under the laws of the Hellenic Republic.
Appears in 1 contract
Samples: Fiscal Agency Agreement
Taxation. The parties agree that, with respect to VAT 20.1 All sums due under this Agreement:
20.1.1 are exclusive of any value added tax (or similar sales tax) which shall be payable in addition by ViraGenics on the rendering by the Institute of any appropriate value added tax or other applicable taxationinvoice and, provided always that the Institute has promptly provided ViraGenics with all relevant invoices, ViraGenics shall pay any costs, interest and penalties due by reason of late payment of any such value added tax (or similar sales tax);
20.1.2 shall be made in full without deduction of taxes charges and other duties (including any withholding or other income taxes) that may be imposed except where ViraGenics is required by law to make such deduction or withholding, in which event ViraGenics shall:
20.1.2.1 ensure that the deduction or withholding does not exceed the minimum amount legally required;
20.1.2.2 forthwith pay to the Institute such additional amount as shall result in the net amount received by the Institute being equal to the amount which would have been received by the Institute had no such deduction or withholding been made ;
20.1.2.3 pay to the applicable taxation or other authorities within the period for payment permitted by law the full amount of the deduction or withholding (including, but without prejudice to the generality of the foregoing, the full amount of any deduction or withholding from any additional amount paid pursuant to this sub-clause);
20.1.2.4 furnish to the Institute, within the period for payment permitted by law, either (a) prices are quoted on a VAT-exclusive basis; an official receipt of the applicable taxation or other authorities for all amounts deducted or withheld as aforesaid or (b) if such receipts are not issued by the taxation or other authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding; and
20.1.2.5 co-operate in all respects necessary to permit the Institute to take advantage of such double taxation agreements as may be available.
20.2 If any jurisdiction VAT is payable stamp taxes, registration taxes, turnover taxes, or other taxes, duties or governmental charges are levied on this Agreement by Xxxxxxx reason of its execution or performance, other than those identified in clause 20.1 above, it shall be the responsibility of ViraGenics to a tax authority pay all such taxes when due, provided always that the Institute shall provide ViraGenics with all reasonable assistance in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment same. Such taxes shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to other amounts payable by ViraGenics and without limiting shall not be set off against any of the amounts due to the Institute under this Agreement.
20.3 ViraGenics agrees to release and indemnify the Institute from and against all liability of whatever nature arising directly out of ViraGenics' failure duly and timeously to pay and discharge any of the above-mentioned taxes. The Institute shall notify ViraGenics of any such claim and ViraGenics shall control any defence arising from any such claim, where a sale of Goods is treated as not subject to VAT on the basis provided always that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, Institute has provided ViraGenics with assistance in all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1material respects.
Appears in 1 contract
Samples: Development, License and Collaboration Agreement (Viragen Inc)
Taxation. The parties agree that14.1 Income tax on profits or gains drived from the Joint Operations hereunder, shall be at the rate of 40% of profit and gains as determined and assessed in accordance with respect the provisions of the Income-Tax Ordinance, 2001 (No. XLIX of 2001) hereinafter referred to VAT or other applicable taxation:as the "Ordinance" and the rules contained in Part I of the Fifth Schedule to the Ordinance, (hereinafter referred to as the "Fifth Schedule") as in force on the Effective Date.
(a) prices are quoted on a VAT-exclusive basis; (b) if in 14.2 Where any jurisdiction VAT is payable by Xxxxxxx Expenditure allocable to a tax authority Surrendered Area or to the drilling of a dry hole is deemed to be lost under Rule 2(2) of the Fifth Schedule, such Expenditure shall be allowable as provided in rule 2(3) of the Fifth Schedule in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated Expenditure in question and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation respective Working Interest at the time such Expenditure was incurred in the Area in the relevant operation; provided, that, in accordance with clause (3) of Clause 9.3(bSchedule to the Regulation of Mines and Oilfields and Mineral Development (Government Control) together with any penalties and interest imposed on Sandvik by a tax authority Act, 1948 (hereinafter referred to as the ("Schedule to Regulations"), all Expenditures deemed to have been lost in relation to that supply terms of Goods; and (fRule 2(2) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will said Schedule to Regulations shall be entitled allowed to enter be set off against all the premises other income of the Purchaser Working Interest Owners (including leased premisesother than dividend income) at accruing or arising from or under any time (separate business or undertaking or this Agreement or from any other past, present or future agreement of the Working Interest Owners with THE PRESIDENT for Petroleum exploration and production or from any other activity, on a fully consolidated basis in accordance with Rule 2(3) ( ) of the Fifth Schedule.
14.3 Depreciation shall be allowed to the extent permissible by Law) to recover possession Working Interest Owners in accordance with the provisions of the Goods Ordinance and in particular, the Third Schedule thereof.
14.4 In case of any disagreement in respect of taxation matters arising from any of the provisions of this Agreement including its Annexes, and the provisions now in effect of the Ordinance, and the Fifth Schedule thereof, read in conjunction with the Regulation of Mines and Oilfields and Mineral Development (Government Control) Act, 1948 as amended that are subject to Clause 10.1in force on the Effective Date, then the provisions of the Ordinance, the Fifth Schedule thereof, and the said Regulations in force on the Effective Date shall prevail.
Appears in 1 contract
Samples: Petroleum Concession Agreement
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
(a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, it to do (at the Purchaser’s cost) in order to:
10.4.1. ensure that the Security Interest arising under the Contract is Perfected and otherwise effective; and
10.4.2. assist Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at exercise any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1right in connection with Xxxxxxx'x Security Interest.
Appears in 1 contract
Samples: Terms and Conditions of Supply
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
: (a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx Sandvik to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- cross-border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.Clause
Appears in 1 contract
Samples: Terms and Conditions of Supply
Taxation. The parties agree thatAll payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes, the Receipts and the Coupons or under the Guarantees shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the jurisdiction of its incorporation or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer or, as the case may be, the Guarantor shall pay such additional amounts as shall result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to VAT any Note, Receipt or other applicable taxationCoupon:
(a) prices are quoted Other connection: to, or to a third party on behalf of, a VAT-exclusive basis; holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of his having some connection with, in the case of payments by a Guaranteed Issuer, the relevant Guaranteed Issuer’s jurisdiction of incorporation or, in the case of payments by the Guarantor, Hong Kong other than the mere holding of the Note, Receipt or Coupon or
(b) if in any jurisdiction VAT is payable by Xxxxxxx Lawful avoidance of withholding: to, or to a third party on behalf of, a holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in relation to the supply of place where the Goodsrelevant Note (or the Certificate representing it), Services, Receipt or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; Coupon is presented for payment or
(c) Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the thirtieth such day or
(d) Payment to individuals: where such withholding or deduction is imposed on a payment to a party under an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26–27th November, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in connection with the Contract is calculated by reference order to conform to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; such Directive or
(e) if Payment by another Paying Agent: (except in the Purchaser fails case of Registered Notes) presented for payment by or on behalf of a holder who would have been able to provide avoid such withholding or deduction by presenting the requested documentation within the period of time requestedrelevant Note, Receipt or the documentation is not Coupon to another Paying Agent in a Member State of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1European Union.
Appears in 1 contract
Samples: Offering Circular
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
: (a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx Sandvik to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- cross-border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax / customs authority practicedecision; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.
Appears in 1 contract
Samples: Terms and Conditions of Supply
Taxation. (a) The parties agree thatLessee will on demand pay and indemnify each Indemnitee against all Taxes (other than Lessor Taxes) levied or imposed against or upon the Indemnitee or the Lessee or on any payments to such Indemnitee or imposed against the Aircraft, any Engine or any Part and relating to or attributable to the Lessee, this Agreement or the Aircraft, any Engine or any Part directly or indirectly in connection with the importation, exportation, registration, abandonment, ownership, leasing, sub-leasing, pooling, purchase, delivery, possession, use, operation, repair, condition, maintenance, modification, overhaul, transportation, landing, storage, presence, transfer of title, other disposition or redelivery of the Aircraft or any part thereof or any rent, receipts, insurance proceeds, income or other amounts arising therefrom or otherwise with respect to VAT the transactions contemplated hereby and the performance by the parties under this Agreement and the related operative documents.
(b) If an Indemnitee shall actually realize any Tax savings (by way of refund, deduction or other applicable taxation:
credit) in respect of any amount with respect to which the Lessee shall have made a payment (or increased payment) pursuant to Clause 5.6, 5.10 or 8.4, or shall have indemnified such Indemnitee pursuant to sub-clause (a) prices are quoted on above, and such Tax savings shall not have been taken into account previously in calculating any indemnity payment made by the Lessee, then such Indemnitee shall pay to the Lessee the amount of such Tax savings (together with, in the case of a VATrefund, any interest received thereon) PROVIDED HOWEVER that such Indemnitee shall not be obliged to make any payment to the Lessee pursuant to this sub-exclusive basis; clause (b) if in any jurisdiction VAT is payable by Xxxxxxx to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that the amount of any Tax savings in respect of which such payment is to be made (other than any portion thereof comprising interest on a refund) would exceed the aggregate amount of all prior payments made by the Lessee to, on behalf of, or as indemnification of, such Indemnitee under this Agreement for Taxes less the amount of all prior payments made pursuant to this sub-clause (b) in respect of such Tax savings and PROVIDED FURTHER that should any Tax savings with respect to which an Indemnitee shall have made a payment under this Clause 5.7 subsequently be disallowed or reduced, the Lessee shall, on demand, refund such amount together with interest at LIBOR from the date which is the later of the date of disallowance or the date payment was demanded. Such Indemnitee shall have the right to arrange its Tax affairs in whatever manner it sees fit; provided that each Indemnitee shall act in good faith to claim any refund, deduction or credit to which it is entitled and which, if allowed by the applicable taxing authority, would result in a required payment from such Indemnitee to the Lessee or a reduction in the amount of a payment to a party such Indemnitee from the Lessee under this Clause 5 and would not adversely affect such Indemnitee. Except to the extent provided in Clause 5.9 or Clause 5.16, the Lessee shall not have the right to require any Indemnitee to disclose its Tax filing information.
(c) The Lessee shall hold each Indemnitee harmless on an After Tax Basis for any Taxes that result in whole or in connection with part from any acts of the Contract is calculated by reference to, Lessee or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; permitted user under Clauses 8.15 and 8.16.
(d) in addition to and without limiting the above, where a sale The Provisions of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or 5.7 and Clauses 5.8, 5.9, 5.10, 5.12, 5.16, 8.15 and 8.16 shall survive the termination of this Agreement and the Contract. Lawsrelated operative documents, Xxxxxxx will be entitled to enter and shall continue in full force and effect beyond the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1Expiry Date.
Appears in 1 contract
Samples: Lease Agreement (Western Pacific Airlines Inc /De/)
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
: (a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx Sandvik to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- cross-border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-cross- border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.
Appears in 1 contract
Samples: Terms and Conditions of Supply
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
(a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable All payments by Xxxxxxx to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party Lessee under or in connection with the Contract Transaction Documents will be made without set-off or counterclaim, free and clear of and without deduction or withholding for or on account of any Taxes (other than Lessor Taxes) unless such deduction or withholding is calculated required by reference to, law in which event (but subject always to Clause 6.1(b)) Lessee shall:
(i) deduct or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, withhold the amount or revenue stream exclusive of VAT; legally required;
(dii) in addition pay to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation relevant Government Entities within the period for payment permitted by applicable law the amount of time requestedthe deduction or withholding; and
(iii) furnish to Lessor or the relevant Indemnitee after each payment an official receipt of the relevant Government Entities involved (or other evidence reasonably acceptable to Lessor or such Indemnitee) for all amounts so deducted or withheld.
(b) If Lessee is compelled by law to make any payment under or in connection with the Transaction Documents subject to any Tax (other than a Lessor Tax) and Lessor does not actually receive for its own benefit on the due date a net amount equal to the full amount provided for under the Transaction Documents, Lessee will pay all necessary additional amounts to ensure receipt by Lessor of the full amount so provided for.
6.2 Lessee will on demand pay and indemnify the Indemnitees against all Taxes (other than Lessor Taxes) levied or imposed against or upon Lessor or Lessee or any other Indemnitee and relating to or attributable to Lessee, the Transaction Documents, including the payments due under the Transaction Documents, or the documentation is not Aircraft directly or indirectly in connection with the importation, exportation, registration, ownership, leasing, sub-leasing, wet-leasing, purchase, delivery, possession, use, operation, repair, maintenance, overhaul, transportation, landing, storage, presence or redelivery of the standard required Aircraft or any part thereof or any rent, receipts, insurance proceeds, income or other amounts arising therefrom.
(a) If and to the extent that any sums payable to an Indemnitee by Lessee under any Transaction Document by way of indemnity or under this Clause 6 are insufficient, by reason of any Taxes (other than Lessor Taxes) payable in respect of those sums, for the Indemnitee to discharge the corresponding liability to the relevant tax third party (including any Taxation authority), or to reimburse the documentation indicates that: Indemnitee for the cost incurred by it to a third party (including any Taxation authority) Lessee will pay to that Indemnitee such sum as will after the Tax liability has been fully satisfied leave the Indemnitee with the same amount as it would have been entitled to receive in the absence of that Tax liability together with interest on the amount of the deficit at the rate of interest stated in Clause 5.5 in respect of the period commencing on the date on which the payment of taxation is finally due until payment by Lessee (both before and after judgement).
(b) If and to the extent that any sums constituting (directly or indirectly) an indemnity to an Indemnitee but paid by Lessee to any person other than an Indemnitee are treated as taxable in the hands of an Indemnitee, Lessee will pay to that Indemnitee such sum as will after the Tax liability has been fully satisfied indemnify that Indemnitee to the same extent as it would have been indemnified in the absence of such Tax liability together with interest on the amount payable by Lessee under this Clause 6.3(b) at the rate of interest stated in Clause 5.5 in respect of the period commencing on the date on which the payment of taxation is finally due until payment by Lessee (both before and after judgement).
6.4 Lessee will promptly pay:
(a) all licence and registration fees, Taxes (other than Lessor Taxes) and other amounts of any nature imposed by any Government Entity upon or with respect to the Aircraft including without limitation the importation, leasing, possession, use, operation or return of the Aircraft;
(b) all rent, fees, charges, Taxes (other than Lessor Taxes) and other amounts in respect of any premises where the Aircraft or any Part thereof is located from time to time; and
(c) and all charges incurred during the Term in connection with (i) the Goods were not moved cross-border and/or furnishing, issue or provision of information, directions and other facilities in connection with the navigation or movement of aircraft (including the control or movement of vehicles in any part of an airport used for the movement of aircraft) and (ii) the Goods were not moved cross-border within landing, parking or taking off of aircraft at airports or for the period of time required by law use of, or tax authority practice; and/or services provided at, airports (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder including, without the written approval of Sandviklimitation, the Purchaser will pay all charges due to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. LawsSENEAM), Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (except to the extent permissible such payment is being contested in good faith by Law) appropriate proceedings, in respect of which adequate reserves have been provided by Lessee and the non-payment of which does not give rise to recover possession any risk of the Goods Aircraft or any interest therein being sold, forfeited, arrested, detained or otherwise lost or of civil or criminal liability on the part of Lessor, the Security Trustee or any Lender.
6.5 The Lessee shall promptly pay any stamp or other documentary duties and Taxes (other than Lessor Taxes), and any notarial, translation or similar fees, to which this Agreement or any other Transaction Document (other than any Mortgage) may be subject, or which is necessary for purposes of registration of this Agreement with the Air Authority and the Lessee shall pay to the Lessor on demand the amount of Losses which the Lessor may incur as a result of any delay by the Lessee in paying the same or any omission by the Lessee to pay the same.
6.6 If Lessee is liable to gross-up or indemnify under Clause 6.1 or Clause 6.2, then, without in any way limiting, reducing or otherwise qualifying any rights of any Indemnitee or any obligations of Lessee under this Clause 6, Lessor shall:
(a) promptly upon becoming aware of the liability arising notify Lessee thereof; and
(b) in consultation in good faith with Lessee, for a period of up to thirty (30) days from the date of such notification, take such steps at the expense of Lessee as may be open to it to mitigate the effects of such circumstances on Lessee, including, if requested by Lessee, the filing of any Tax form or return which any Indemnitee is legally able to file; provided that are subject neither Lessor nor any Indemnitee shall be under any obligation to take or continue to take any such action or other steps if an Event of Default has occurred and is continuing or if it is satisfied, in its absolute discretion, to do so would interfere with the right of Lessor or such Indemnitee to arrange its affairs (tax or otherwise) in whatever manner it thinks fit or oblige Lessor or such Indemnitee to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax, or have a material adverse effect on its business, or operations or financial condition or reputation or the financial basis under which, inter alia, the Transaction Documents have been entered into or would entail any cost or expense to Lessor or that Indemnitee (unless, in the case of any cost or expense, Lessor or that Indemnitee shall have been indemnified or otherwise secured to its satisfaction) or is otherwise prejudicial to it.
6.7 If any Indemnitee in good faith determines that it has realised a tax benefit (by way of deduction, credit or otherwise) as a result of any payment for which Lessee is responsible under this Clause 10.16, Lessor shall pay or use all reasonable endeavours to procure that the relevant Indemnitee pays to Lessee as soon as practicable after the tax benefit has been realised, an amount which the Indemnitee determines will ensure that (after taking into account of the payment itself) such Indemnitee is in no better and no worse position than it would have been if the deduction had not applied.
Appears in 1 contract
Samples: Aircraft Lease Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)
Taxation. The parties agree that(a) Except as provided below, Unibanco will make all payments of principal, redemption amount, and interest on the Notes without withholding or deducting any present or future taxes, duties, assessments or other governmental charges of any nature (“Tax”) imposed by Brazil, the Cayman Islands or, in the event Unibanco appoints paying agents in a jurisdiction other than Luxembourg, by the jurisdictions of such paying agents, or in each case, any political subdivision or governmental authority of those jurisdictions having the power to tax (each a “Taxing Jurisdiction”). If Unibanco is required by law to withhold or deduct any such Tax, except as provided below, Unibanco will pay the Noteholders any additional amounts necessary to ensure that they receive the same amount as they would have received without such withholding or deduction (“Additional Amounts”). Unibanco will not, however, pay any Additional Amounts in connection with any Tax that is imposed due to any of the following (“Excluded Additional Amounts”):
(i) the Noteholder or beneficial owner has some connection (present or former) with the Taxing Jurisdiction other than merely holding the Notes or receiving principal or interest payments on the Notes (such as, without limitation, citizenship, nationality, residence, domicile, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the Taxing Jurisdiction);
(ii) any tax imposed on, or measured by, net income;
(iii) the Noteholder or beneficial owner fails to comply with any certification, identification or other reporting requirements concerning its nationality, residence, identity or connection with the Taxing Jurisdiction, if (i) such compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or a part of the Tax, and (ii) at least 30 calendar days prior to the relevant payment date with respect to VAT which such requirements under the applicable law, regulation, administrative practice or treaty shall apply, Unibanco or the Trustee has notified all Noteholders that they will be required to comply with such requirements (except that such 30 calendar day period shall be shortened to 10 calendar days where there is a change in a relevant certification, identification or other applicable taxation:reporting requirements within the 30 calendar days prior to such relevant payment date);
(aiv) prices are quoted the Noteholder fails to present (where presentation is required) its Note within 30 calendar days after Unibanco has made available to the Noteholder a payment of principal or interest, provided that Unibanco will pay Additional Amounts which such Noteholder would have been entitled to had the Note owned by such Noteholder been presented on any day (including the last day) within such 30-day period;
(v) any estate, inheritance, gift, value added, use or sales taxes or any similar Taxes;
(vi) where any Tax is imposed on a VAT-exclusive basispayment on the Notes and is required to be made pursuant to Council Directive 2003/48/EC of the Council of the European Union on the taxation of savings income in the form of interest payments (or any European Union Directive otherwise implementing the conclusions of the meeting of the Economic and Financial Council of Ministers of the member states of the European Union (“ECOFIN”) Council of 26 and 27 November, 2000) or any law implementing or complying with, or introduced in order to conform to, any such Directive;
(vii) where the Noteholder or beneficial owner could avoid any Tax by requesting that a payment on the Notes be made by, or presenting the relevant Notes for payment to, another Paying Agent located in a Member State of the European Union; or
(viii) any combination of (i), (ii), (iii), (iv), (v), (vi) and (vii) above.
(b) if in any jurisdiction VAT is payable by Xxxxxxx Unibanco will also (i) make such withholding or deduction and (ii) remit the full amount withheld or deducted to a tax the relevant taxing authority in relation accordance with applicable law. Upon written request from the Trustee, Unibanco will furnish to the supply trustee, within 30 Business Days after the delivery of such written request, certified copies of tax receipts or, if such receipts are not obtainable, documentation reasonably satisfactory to the Trustee evidencing such payment by Unibanco. Upon written request of the GoodsNoteholders to the Trustee, Servicescopies of such receipts or other documentation, as the case may be, will be made available to the Noteholders. At least 10 business days prior to each date on which any payment under or Digital Serviceswith respect to the Notes is due and payable, an amount equal if Unibanco is obligated to pay Additional Amounts with respect to such VAT payment, Unibanco will deliver to the Trustee an Officers’ Certificate stating that Additional Amounts will be calculated payable, the amounts so payable and charged to setting forth such other information as the Purchaser as an additional amount; Trustee shall reasonably require for tax purposes.
(c) To give effect to the extent foregoing, Unibanco will, upon the written request of any Noteholder, indemnify and hold harmless and reimburse such Noteholder for the amount of any Tax of any nature imposed by any Taxing Jurisdiction (other than any such taxes, duties, assessments or other governmental charges for which the Noteholder would not have been entitled to receive Additional Amounts pursuant to any of the conditions described in Section 2.17.(a) so imposed on, and paid by, such Noteholder as a result of any payment of principal or interest on the Notes, so that a payment the net amount received by such Noteholder after such reimbursement would not be less than the net amount the Noteholder would have received if such Tax had not been imposed or levied and so paid. Noteholders shall provide reasonable documentation and to a party under or cooperate with Unibanco in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; foregoing.
(d) Unibanco will pay any stamp, administrative, court, documentary, excise or similar taxes arising in addition to a Taxing Jurisdiction in connection with the Notes and without limiting will indemnify the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; Noteholders for any such taxes paid by Noteholders.
(e) if All references in this Indenture to principal, interest, and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable under this Article. The obligations under 2.17.(b), (c) and (d) shall survive any termination, defeasance or discharge of the Purchaser fails Notes and this Indenture.
(f) If Unibanco shall at any time be required to pay Additional Amounts to Noteholders pursuant to the terms of this Indenture, Unibanco will use its reasonable endeavors to obtain an exemption from the payment of (or otherwise avoid the obligation to pay) the Tax which has resulted in the requirement that it pay such Additional Amounts.
(g) If the Trustee or a Noteholder is entitled to an exemption from or reduction of Taxes with respect to payments under this Indenture, the Trustee or such Noteholder (as applicable) shall provide to Unibanco, as reasonably requested by Unibanco (who shall provide the requested documentation within the period of time requested, Trustee or the documentation is not of Noteholder, as the standard required by case may be, the relevant tax authoritydocumentation, forms and instructions prescribed by applicable law), such documentation as will permit payments under this Indenture to be made without withholding or at a reduced rate; provided, however, if any documentation or form referred to in this subsection required the disclosure of information that the Trustee or the Noteholder, as the case may be, reasonably considers to be confidential, the Trustee or such Noteholder shall give notice thereof to Unibanco and shall not be obligated to include in such documentation indicates that: or form such confidential information.
(i) Unibanco agrees that, if the Goods were European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 is brought into force, Unibanco will use reasonable efforts to maintain a paying agent in an EU Member State that will not moved cross-border and/or (ii) be obligated to withhold or deduct tax pursuant to the Goods were Directive, provided that Unibanco shall not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is be required to account maintain any such Paying Agent if doing so, in the reasonable judgment of Unibanco, would be detrimental to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1Unibanco.
Appears in 1 contract
Taxation. The parties agree thatAll payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes, the Receipts and the Coupons or under the Guarantees shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the jurisdiction of its incorporation or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer or, as the case may be, the Guarantor shall pay such additional amounts as shall result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to VAT any Note, Receipt or other applicable taxationCoupon:
(a) prices are quoted Other connection: to, or to a third party on behalf of, a VAT-exclusive basis; holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of his having some connection with, in the case of payments by a Guaranteed Issuer, the relevant Guaranteed Issuer’s jurisdiction of incorporation or, in the case of payments by the Guarantor, Hong Kong other than the mere holding of the Note, Receipt or Coupon or
(b) if in any jurisdiction VAT is payable by Xxxxxxx Lawful avoidance of withholding: to, or to a third party on behalf of, a holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in relation to the supply of place where the Goodsrelevant Note (or the Certificate representing it), Services, Receipt or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; Coupon is presented for payment or
(c) Presentation more than 30 days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the thirtieth such day or
(d) Payment to individuals: where such withholding or deduction is imposed on a payment to a party under an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27th November, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in connection with the Contract is calculated by reference order to conform to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; such Directive or
(e) if Payment by another Paying Agent: (except in the Purchaser fails case of Registered Notes) presented for payment by or on behalf of a holder who would have been able to provide avoid such withholding or deduction by presenting the requested documentation within the period of time requestedrelevant Note, Receipt or the documentation is not Coupon to another Paying Agent in a Member State of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1European Union.
Appears in 1 contract
Samples: Offering Circular
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
(a) prices are quoted Except as provided in Clause 9(b), the Charterer shall pay, and on written demand shall indemnify and hold harmless, each Owner, the Registered Owner, the Owner Parent, each Kumiai-in, the Remarketing Agent, any inspection agent, each Finance Party and the Affiliates of each Finance Party (each of whom is referred to in this Clause 9 (Taxation) as a VAT-exclusive basis; “Tax Indemnitee”) from and against, any and all fees and duties reasonably incurred (b) if in any jurisdiction VAT is payable by Xxxxxxx to a tax authority in relation to the supply of the Goodsincluding, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference but not limited to, or as a specified percentage oflicense and registration fees), another amount or revenue streamtaxes (including, that payment shall be calculated by reference but not limited to, or as a specified percentage ofincome, the amount or revenue stream exclusive of VAT; gross receipts, net receipts, sales, consumption, rental, use, turn-over, value-added, property (d) in addition to tangible and intangible, including, without limiting the abovelimitation, where a sale of Goods is treated as not subject to VAT any property tax imposed on the basis that the Purchaser Vessel or its freight forwarder will move the Goods from one country Part), excise, franchise, capital, capital gains, doing business and stamp and documentary taxes), levies, imposts, recording charges or assessments of any nature whatsoever, together with any assessments, penalties, fines, additions to another country, the Purchaser will provide to Sandvik, tax and interest thereon (“Taxes” and each individually a “Tax”) imposed on or against any Tax Indemnitee upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates thatwith respect to: (i) the Goods were purchase, title, ownership, acquisition, acceptance, rejection, delivery, non-delivery, registration, deregistration, flagging,
(b) Except to the extent that any of the following exclusions (i) through (xii) below from the Charterer’s liability (or any of the excluded Taxes therein referred to) arises or is imposed on, suffered or incurred by or asserted against such Tax Indemnitee as a result of a Default or any of the circumstances specified in the definition of Overriding Cause and without prejudice to the Finance Parties’ rights under clause 11.3 (Tax indemnity) of the Loan Agreement, the provisions of Clause 9(a) shall not moved cross-border and/or apply, and the Charterer shall have no liability to any particular Tax Indemnitee under Clause 9(a) with respect to any: (i) Taxes imposed on a Tax Indemnitee (A) as a result of any voluntary sale, transfer or other disposition by such Tax Indemnitee of the Vessel or any interest therein or in the Operative Documents or in such Tax Indemnitee, or (B) that is a transferee if the amount of such Taxes is increased, under law existing at the time of the transfer, over what would have been imposed absent the transfer, except, in either case, for any such sale, transfer or other disposition contemplated or permitted by, or made or arising in connection with (I) the enforcement of this Agreement or any Operative Document, including, without limitation, as part of exercise of any remedies pursuant to this Agreement or to avoid any losses and damages from an Event of Default as permitted by this Agreement, or in connection with any return by the Charterer to the Owners of the Vessel in accordance with this Agreement, (II) a Permitted Lien (other than, in the case of any of the Relevant Party only, an Owner Lien and other than, in the case of any Finance Party only, a Finance Party Lien), (III) the exercise of any rights or remedies in connection with a Default or any event or circumstance specified in Clauses 21(b), 21(c) or 21(e) or (IV) the Loan Agreement by a Finance Party where either the Charterer has consented to such sale, transfer or other disposition or such sale, transfer or other disposition does not require the consent of the Charterer pursuant to clause 22.2.1 (Conditions of assignment or transfer) of the Loan Agreement; (ii) Taxes which are imposed by any country, or taxing authority or governmental subdivision thereof, or by any international or multinational taxing authority by reason of a connection between the Goods were not moved cross-border within the period of time required by law Tax Indemnitee and such country, taxing authority or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser governmental subdivision thereof or its freight forwarder without the written approval of Sandviksuch international or multinational taxing authority, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (except to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.such Taxes would not have been
Appears in 1 contract
Taxation. The parties agree that, with respect to VAT or other applicable taxation:
: (a) prices are quoted on a VAT-exclusive basis; (b) if in any jurisdiction VAT is payable by Xxxxxxx Sandvik to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VAT; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- cross-border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.
Appears in 1 contract
Samples: Terms and Conditions of Supply
Taxation. The parties agree that, with respect to VAT GST or other applicable taxation:
(a) prices are quoted on a VATGST-exclusive basis; (b) if in any jurisdiction VAT GST is payable by Xxxxxxx Sandvik to a tax authority in relation to the supply of the Goods, Services, or Digital Services, an amount equal to such VAT GST will be calculated and charged to the Purchaser as an additional amount; (c) to the extent that a payment to a party under or in connection with the Contract is calculated by reference to, or as a specified percentage of, another amount or revenue stream, that payment shall be calculated by reference to, or as a specified percentage of, the amount or revenue stream exclusive of VATGST; (d) in addition to and without limiting the above, where a sale of Goods is treated as not subject to VAT GST on the basis that the Purchaser or its freight forwarder will move the Goods from one country to another country, the Purchaser will provide to Sandvik, upon request, all transport related documentation and (if applicable) customs documentation to demonstrate the cross- cross-border movement of the Goods; (e) if the Purchaser fails to provide the requested documentation within the period of time requested, or the documentation is not of the standard required by the relevant tax authority, or the documentation indicates that: (i) the Goods were not moved cross-border and/or (ii) the Goods were not moved cross-border within the period of time required by law or tax authority practice; and/or (iii) the Goods were moved by a party other than the Purchaser or its freight forwarder without the written approval of Sandvik, the Purchaser will pay to Sandvik an amount equal to any VAT GST for which Sandvik is required to account to a tax authority in accordance with the operation of Clause 9.3(b) together with any penalties and interest imposed on Sandvik by a tax authority in relation to that supply of Goods; and (f) this Clause 9.3 will continue to apply after expiry or termination of the Contract. Laws, Xxxxxxx will be entitled to enter the premises of the Purchaser (including leased premises) at any time (to the extent permissible by Law) to recover possession of the Goods that are subject to Clause 10.1.9.3
Appears in 1 contract
Samples: Terms and Conditions of Supply