Taxes and Indemnity Sample Clauses

Taxes and Indemnity. (a) The Issuer, its nominee and the Custodian are not liable for any Taxes or other charges:
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Taxes and Indemnity. (a) The Lender and the Custodian are not liable for any Taxes or other charges:
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Taxes and Indemnity. Seller will be responsible for any taxes imposed by any government authority on the creation, ownership, or transfer of the Product under this contract up to and including the time and place at which title transfers. Xxxxx will be responsible for any taxes imposed by any government authority on the receipt of ownership of the Product after the time and place at which title transfers. For avoidance of doubt, the foregoing two sentences will not apply, however, to the assessment of any fee as contemplated by Section 2 of the Special Conditions in the Transaction Confirmation. Each Party will indemnify, defend and hold harmless the other Party from and against any claims or demands made by others arising from or out of any event, circumstance, act or incident first occurring or existing during the period when title to the Product is vested in such Party as provided herein, except to the extent arising from such Party’s own gross negligence or willful misconduct. Each Party will indemnify, defend and hold harmless the other Party against any taxes for which such Party is responsible as provided herein.
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Taxes and Indemnity. (a) Each Party is responsible for researching its own tax position in relation to the transactions contemplated by the Transaction Documents, at its own cost and for its sole benefit.
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Taxes and Indemnity. Except as may be set forth by the rules and regulations of the Internal Revenue Service, the agreed upon value for Federal income tax purposes for each share of Common Stock (the "Share Basis") will be the lower of fifty percent (50%) of the publicly traded closing price of the Company’s stock on (i) the Effective Date, or (ii) the day on which the Stock Certificates for the Common Stock are physically received by Xxxxxxxx X. Xxxx. The Company will issue to each of the Xxxxxx Family an IRS Form 1099 reflecting their pro rata share of the Share Basis for the Common Stock. The Xxxxxx Family shall be solely responsible for the payment of any taxes or any withholdings resulting from the issuance of the Common Stock and shall, jointly and severally, indemnify the Company and hold the Company harmless from any taxes, amounts required by law to be withheld as a result of the issuance of the Common Stock, penalties, costs, expenses and interest assessed against, paid by, or incurred by the Company as a result of or relating to the issuance of the Common Stock, the Share Basis, or the reporting of the Share Basis to any government authority or to the Xxxxxx Family, including but not limited to reporting the Share Basis for the Common Stock on IRS Form 1099.
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Taxes and Indemnity. The agreed upon value for Federal income tax purposes for each share of Common Stock (the "Share Basis") will be the lower of fifty percent (50%) of the publicly traded closing price of the Company’s stock on (i) the Effective Date, or (ii) the day on which the Stock Certificates for the Common Stock are physically received by Xxxxx. The Company will issue to each of the Claimant Parties an IRS Form 1099 reflecting their pro rata share (inclusive of attorneys' fees) of the Share Basis for the Common Stock. The Claimant Parties shall be solely responsible for the payment of any taxes or any withholdings resulting from the issuance of the Common Stock and shall, jointly and severally, indemnify the Company and hold the Company harmless from any taxes, amounts required by law to be withheld as a result of the issuance of the Common Stock, penalties, costs, expenses and interest assessed against, paid by, or incurred by the Company as a result of or relating to the issuance of the Common Stock, the Share Basis, or the reporting of the Share Basis to any government authority or to the Claimant Parties, including but not limited to reporting the Share Basis for the Common Stock on IRS Form 1099.
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Taxes and Indemnity 
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Related to Taxes and Indemnity

  • Expenses and Indemnity In connection with the Registrar’s appointment and duties as Registrar, EDC will pay the Registrar compensation in an amount separately agreed upon by EDC and the Registrar. EDC will indemnify and hold harmless the Registrar and each Paying Agent (which shall include each of their officers, directors and employees when acting in their capacities as agents) against all claims, actions, demands, damages, costs (including reasonable fees of counsel), expense, losses or liability which may be incurred by the Registrar or any Paying Agent by reason of, or in connection with, the Registrar’s or any Paying Agent’s appointment and duties as such including any duties pursuant to the terms and conditions herein or actions taken or omitted by any of them in reliance on any certificate furnished pursuant to Section 7(f) above, except as such result from any negligent act or omission, bad faith or willful misconduct of the Registrar or any Paying Agent or their respective directors, officers, employees or agents. In addition, EDC shall, pursuant to arrangements separately agreed upon by EDC and the Registrar, transfer to the Registrar, upon presentation of reasonable substantiating documentation satisfactory to EDC, amounts sufficient to reimburse the Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with their services. The obligation of EDC under this paragraph shall survive payment of the Bonds, termination of this Agreement and resignation or removal of the Registrar.

  • Expenses and Indemnities 27 8.1 Expenses .................................................... 27 8.2

  • Waiver and Indemnity (a) No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any Borrower no waiver will be valid unless in writing and signed by Lender and then only to the extent specified.

  • Taxes and Assessments; Tax Indemnity The Company shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Company, upon its income and profits or upon any properties belonging to it, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of its properties; provided, however, that the Company in good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so long as appropriate reserves are maintained with respect thereto.

  • Tax Gross Up and Indemnities 12.1 Tax definitions

  • Fees Expenses and Indemnities (a) [Monthly][Annual][Upfront] Fee. The Servicer will pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer under this Agreement, [a monthly][an annual][an upfront] fee of $[●]. The [monthly][annual][upfront] fee will be payable by the Servicer on the Closing Date and on each anniversary thereof until this Agreement is terminated; provided, that in the year in which all public Notes are paid in full, the annual fee shall be reduced pro rata by an amount equal to the days of the year in which the public Notes are no longer outstanding.

  • Insurance and Indemnity (a) The Hirer shall be liable for:

  • WARRANTY AND INDEMNITY 9.1. The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's skill, expertise and experience in the performance of the Project and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Project and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship.

  • Expenses and Indemnification (a) The Fund shall upon demand either, as the Purchaser may require, pay in the first instance or reimburse the Purchaser (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser in connection with the enforcement of or preservation of rights under this Agreement. The Fund shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the Purchaser, unless the Purchaser shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund.

  • Compensation, Expenses and Indemnity The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and/or recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.

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