Taxes; Other Charges Sample Clauses

Taxes; Other Charges. Customer shall be responsible for, and shall pay or reimburse Agilent for all applicable taxes, duties or charges or any kind, including but not limited to sales and use tax, which may be levied upon either party in connection with the service delivered to Customer in this Agreement.

Taxes; Other Charges. All sales, use, value added, transfer, registration, stamp, deed and similar Taxes ("TRANSFER TAXES") resulting from the consummation of the transactions contemplated hereby shall be borne by Transferor. The parties shall cooperate in obtaining all exemptions from such Transfer Taxes. Transferor shall file all necessary documentation with respect to, and make all payments of, such Transfer Taxes on a timely basis.

Taxes; Other Charges. The price quoted or charged by Mirion for the Products is exclusive of (i) taxes or duties of any kind, including without limitation, national and local consumption, sales, goods and services, excise or value added taxes, customs duties, imposts, levies, assessments, withholding taxes, sales taxes or similar charges imposed by any governmental entity upon sale, import, export, or delivery of the Products by Mirion to Distributor or to Distributor’s customers (collectively “Taxes”), and (ii) any shipping expenses and similar costs regarding any Products.

Taxes; Other Charges. All sales and use taxes resulting from the consummation of the transactions contemplated hereby shall be borne by Sellers, and the parties shall cooperate in obtaining all exemptions from such taxes. All other registration, transfer, recording, and deed and stamp taxes and fees incurred in connection with the consummation of the transactions contemplated hereby shall be borne by Seller.

Taxes; Other Charges. Pay and discharge all Taxes and other charges the non-payment of which could result in a Lien on Borrower’s assets prior to the date on which such Taxes or other charges, as applicable, become delinquent or any penalties attached thereto, except and to the extent only that such Taxes or other charges, as applicable, are being Properly Contested, and, if requested by Lender, shall provide proof of payment or, in the case of withholding or other employee taxes, deposit of payments required by applicable law. Borrower shall, and shall cause each of its Subsidiaries to, deliver to Lender copies of all of Tax returns (and amendments thereto) promptly after the filing thereof.

Taxes; Other Charges. (1) Borrower shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any Taxes or Other Charges imposed against each Individual Property or any part thereof as the same become due and payable, and will promptly furnish Administrative Agent with evidence of such payment. Borrower shall not suffer or permit the joint assessment of any Individual Property with any other real property constituting a separate tax lot or with any other real or Personal Property. Borrower shall pay when due all claims and demands of mechanics, materialmen, laborers and Other Charges and others which, if unpaid, might result in a Lien on any Individual Property. (2) Notwithstanding the foregoing, after prior written notice to Administrative Agent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other material instrument to which Borrower is subject and shall not constitute a material default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon.

Taxes; Other Charges. Tenant shall pay and discharge all Taxes and Other Charges assessed against the Premises and/or the Business payable during the Term with respect to the Term and/or any prior period unless such Taxes or Other Charges are Landlord Indemnified Losses, prior to delinquency or imposition of any fine, penalty, interest or other cost (“Penalty”). Tenant may pay the Taxes and Other Charges in permitted installments (whether or not interest accrues on the unpaid balance) when due and before any Penalty. Tenant shall use commercially reasonable efforts to, and prior to the occurrence of an Event of Default, Tenant has the sole right in good faith to, protest or contest (a “Protest”) in whole or in part (1) the amount or payment of any Taxes or Other Charges and (2) the existence, amount or validity of any Lien by appropriate proceedings sufficient to prevent its collection or other realization and the sale, forfeiture or loss of any portion of the Premises or Rent to satisfy it (as long as Tenant provides Landlord with reasonable security to assure the foregoing), and to the extent Tenant elects or is obligated to undertake a Protest, Tenant shall diligently prosecute any such Protest at its sole cost and expense and pay such Taxes, Other Charges or Liens before the imposition of any Penalty. Following the occurrence of an Event of Default, Landlord shall have the right, at its option, to initiate or control the prosecution of any such Protest. Landlord will cooperate fully in any Protest that involves an amount assessed against it. Any refunds from any taxing authority in respect of any Tax or Other Charge applicable to a period of time for which Xxxxxx is responsible for payment of Taxes and Other Charges hereunder shall be the property of Tenant. To the extent that Landlord receives such refunds, it shall promptly remit them to Tenant. To the extent necessary, Landlord will provide to Tenant on an annual basis the appropriate letter of agency authority or power of attorney to permit Tenant and its representatives to appear before the appropriate taxing body and to Protest Taxes that are the obligation of Tenant under this Lease.

Taxes; Other Charges. Subject to Section 4.4, Tenant shall pay and discharge all Taxes and Other Charges assessed against the Premises and/or the Business prior to delinquency or imposition of any fine or penalty (“Penalty”). Tenant may pay the Taxes and Other Charges in permitted installments (whether or not interest accrues on the unpaid balance) when due and before any Penalty. Each party has the right, but not the obligation, in good faith to protest or contest (a “Protest”) in whole or in part (a) the amount or payment of any Taxes or Other Charges and (b) the existence, amount or validity of any Lien by appropriate proceedings sufficient to prevent its collection or other realization and the sale, forfeiture or loss of any portion of the Premises or Rent to satisfy it (as long as Tenant provides Landlord with reasonable security to assure the foregoing (which shall include a posting a bond)). Tenant shall diligently prosecute any such Protest instituted by Tenant at its sole cost and expense and pay such Taxes, Other Charges or Liens before the imposition of any Penalty. Landlord will cooperate fully in any Protest, subject to Tenant’s obligations under Section 4.2.3.

Taxes; Other Charges. All sales, use, registration, stamp, property transfer, transfer and similar Taxes (including any real estate transfer taxes) incurred in connection with the consummation of the transactions contemplated by this Agreement shall be borne by the transferring party. VRI and SEI Holdings mutually agree to cooperate in the filing of all necessary documentation and returns with respect to all such Taxes.

Taxes; Other Charges. File when due all federal, state, provincial, territorial and local filings, returns, and reports required to be filed in respect of Taxes and pay and discharge all Taxes and other charges the non-payment of which could result in a Lien on any Borrower’s assets prior to the date on which such Taxes or other charges, as applicable, become delinquent or any penalties attached thereto, except and to the extent only that such Taxes or other charges, as applicable, are being Properly Contested, and, if requested by Lender, shall provide proof of payment or, in the case of withholding or other employee taxes, deposit of payments required by applicable law. Each Borrower shall, and shall cause each of its Subsidiaries to, deliver to Lender copies of all of Tax returns (and amendments thereto) promptly after the filing thereof.