Taxes in general Sample Clauses

Taxes in general. Subject to Section 5.7, all payments under or in connection with this Agreement shall be inclusive of any Taxes and each Party shall be responsible for and shall bear, pay or set-off its own Taxes assessed by a tax or other authority except as otherwise set forth in this Agreement.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Taxes in general. (i) Except as otherwise provided in this Section 5.1, Sellers shall, jointly and severally, be responsible for and shall indemnify and hold Buyer harmless from Taxes of the Company attributable to any Pre-Closing Tax Period. Sellers shall be entitled to any refund of (or credit for) Taxes attributable to any Pre-Closing Tax Period. If Buyer or the Company receives any such refund or credit, Buyer or the Company, as applicable, shall promptly pay (or cause to be paid) the entire amount of the refund (including interest) to Sellers. (ii) Buyer shall be responsible for and shall indemnify and hold Sellers harmless from any Taxes of the Company attributable to any Post-Closing Tax Period. Buyer shall be entitled to all refunds of (or credits for) such Taxes (including interest). If Sellers receive any such refund or credit, Sellers shall promptly pay (or cause to be paid) the amount of the refund (including interest) to Buyer. (iii) In the case of any Taxes for a Straddle Period, the portion of such Taxes that are allocated to the Pre-Closing Tax Period shall be (x) the amount that would be payable if the relevant taxable period ended at the end of the Closing Date pursuant to an interim closing of the books in the case of all Taxes (other than the Taxes described in (y) below) and (y) in the case of Taxes not imposed on or measured by net income, gross income or capital and that cannot be allocated based upon an interim closing of the books, the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the total number of days in the Pre-Closing Tax Period and the denominator of which is the total number of days in such Straddle Period.
Sample 1
Taxes in general. Club shall be solely responsible for any sales taxes, use taxes and other taxes associated with its use of the Center and Club’s business operations.
Sample 1
Taxes in general. All Software Maintenance Support charges are exclusive of, and Customer shall be liable for, and shall indemnify and hold Hexagon harmless from and against, any and all United States and/or any other country’s federal, state, municipal, or other governmental, withholding, excise, sales, use, value added or other taxes, tariffs, custom duties and importing fees (“Taxes”). Taxes shall expressly exclude any United States (i) federal, (ii) state, (iii) municipal, (iv) or other governmental income taxes, franchise taxes, business license fees and other like taxes measured by Hexagon’s income, capital and/or assets. The total invoice amount for Software Maintenance Support charges is subject to increase by the amount of any Taxes which Hexagon is required to withhold, collect, or pay so that Hexagon receives the full amount of the Software Maintenance Support charges. Any certificate to exempt this Agreement from tax liability or other documentary evidence of statutory exemption shall be obtained by Customer at Customer’s expense.
Sample 1
Taxes in general. Except as expressly provided in this Agreement or Section 19 of the SM Ground Space Lease, SM shall be responsible for, shall pay, and shall defend, indemnify, and hold harmless the Buyer for, all Taxes required to be paid by any SM Group Member and allocable to any period, or portion of a period, ending prior to the Initial Closing to the extent attributable to the ownership, operation, use, leasing, management, maintenance, or occupancy of the Sale Sites by any SM Group Member. Except as expressly provided in this Agreement or Section 19 of the SM Ground Space Lease, Buyer and the Sale Site Subsidiary shall be responsible for, shall pay, and shall defend, indemnify, and hold harmless the SM Group Members for, all Taxes allocable to any period ending after the Initial Closing to the extent attributable to the ownership, operation, use, leasing, management, maintenance, or occupancy of the Sale Sites. Each Party shall be responsible for its Net Income Taxes and no Party shall be entitled to indemnification for its Net Income Taxes.
Sample 1
Taxes in general. Tenant shall be solely responsible for any sales taxes, use taxes and other taxes associated with its use of the Leased Premises and Tenant’s Programs.
Sample 1

Related to Taxes in general

  • In General A. To provide all services in the Contract Type and in the Service Area, specified in Section I of this Contract. B. To comply with all applicable federal and Texas state statutes and rules, including the following: 1. Title 42, Code of Federal Regulations (CFR), Chapter IV; 2. Title 45, CFR, Part 96; 3. Texas Human Resources Code, Title 2, Chapter 32; 4. Texas Human Resources Code, Title 6, Chapter 102; 5. Texas Health and Safety Code, Title 4, Chapters 250 and 253; 6. Title 1, TAC, Part 15, Chapter 355, or its successor; and 7. Title 40, Texas Administrative Code (TAC), Part 1, or its successor. C. To comply with the following documents promulgated by HHSC: 1. applicable provider manuals or handbooks; 2. applicable billing guidelines; and 3. applicable provider communications, including provider letters, information letters and policy clarifications. D. To comply with applicable federal and Texas laws and rules regarding confidentiality of information regarding a person. This provision shall not be construed as limiting HHSC's access to a person's records or other information relating to the person.

  • Changes in the Work The Department may order changes in the work, the Contract Amount being adjusted accordingly. Any monetary adjustment or any substantive change in the work shall be in the form of an amendment, signed by both parties and approved by the State Purchases Review Committee. Said amendment must be effective prior to execution of the work.

  • Indemnification Generally (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!