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"), other than any Transfer Taxes relating to the Kept Assets, resulting from the consummation of the transactions contemplated hereby shall be borne by Sellers and Purchaser equally. The parties shall cooperate in obtaining all exemptions from such Transfer Taxes. Sellers 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, 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 Seller and Purchaser equally. The parties shall cooperate in obtaining all exemptions from such Transfer Taxes. The party bearing responsibility under applicable law shall file all necessary documentation with respect to, and make all payments of, such Transfer Taxes on a timely basis, with the cooperation of the other party.
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. All sales and use taxes resulting from the consummation of the transactions contemplated hereby shall be borne by Seller, 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. (a) 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 Heritage OLP. Each Party agrees to cooperate in the filing of all necessary documentation and returns with respect to all such Taxes.
(b) If the Closing occurs, the Heritage Parties shall pay all real and personal property Taxes attributable to the Transferred Assets that are due after the Closing Date, whether accruing prior to or after the Closing Date; provided, however, that the LP shall pay to the Heritage Parties with respect to the Transferred Assets, all such Taxes CONTRIBUTION AGREEMENT EXECUTION COPY DATED JUNE 15, 2000 48 attributable to any period or periods prior to the Closing Date. The Heritage Parties shall credit the LP for the amounts of such Taxes pursuant to the Net Working Capital true-up mechanism set forth in Section 2.6, if any, paid by the LP or its Affiliates and attributable to periods after the Closing Date. For the taxable period within which the Closing Date occurs, the real and personal property Taxes attributable to the portion of the period prior to the Closing Date shall be considered to be the amount of such Taxes for the entire taxable period in which the Closing Date occurs, multiplied by a fraction, the numerator of which is the number of days in the portion of such period ending on the Closing Date and the denominator of which is the number of days in the entire period.
(c) The Heritage Parties and the U.S. Propane Parties will provide each other Party with such assistance as may reasonably be requested in connection with preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for any Taxes, will each retain and provide to the other Party all records and other information that may be relevant to any such Tax Return, audit or examination, proceeding or determination and will each provide each other Party with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of such other Party for any period. Without limiting the generality of the foregoing, the LP and the LLC will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof), copies of all Tax Returns...
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.
