Taxes Resulting From Amgen Action Sample Clauses

Taxes Resulting From Amgen Action. If Amgen is required to make a payment to Arrowhead that is subject to increased deduction or withholding of tax as a result of any willful action by Amgen, such as an assignment or sublicense by Amgen, or any failure on the part of Amgen to comply with applicable Laws or filing or record retention requirements (an “Amgen Withholding Tax Action”), then the sum payable by Amgen (in respect of which such increased deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that Arrowhead receives a sum equal to the sum which it would have received had no such Amgen Withholding Tax Action occurred. Notwithstanding the foregoing, any assignment or sublicense by Amgen that is agreed or consented to by Arrowhead in advance in writing shall not constitute an Amgen Withholding Tax Action. To the extent that Arrowhead actually realizes a tax benefit in any jurisdiction as a result of any such withholding taxes paid by Amgen pursuant to this Section 9.13(c), Arrowhead shall cooperate with Amgen to convey the additional tax benefit, if possible, to Amgen.
Sample 1
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Taxes Resulting From Amgen Action. If Amgen is required to make a payment to Molecular Partners subject to a deduction or withholding of Tax, then (A) if such deduction or withholding of Tax arises as a result of any action by Amgen, including an assignment of this Agreement, or any failure on the part of Amgen to comply with Applicable Law, that has the effect of modifying the Tax treatment or increasing the Tax of Molecular Partners (a “Amgen Withholding Tax Action”), then subject to Section 9.11(d)(ii), the payment by Amgen (in respect of which such deduction or withholding of Tax is required to be made) shall be increased by the amount necessary (the “Additional Tax”) to ensure that Molecular Partners receives an amount equal to the amount that it would have received had no such Amgen Withholding Tax Action occurred, and (B) the Additional Tax shall be deducted and withheld by Amgen from the payment made by Amgen to Molecular Partners. The Additional Tax, along with any other Tax deducted and withheld from the payment made by Amgen, shall be timely remitted to the proper Governmental Authority for the account of Molecular Partners in accordance with Applicable Law.
Sample 1

Related to Taxes Resulting From Amgen Action

  • Final Adjustment After Closing If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.

  • Adjustments Resulting in Underpayments In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the AAMC Group in accordance with Article II and AAMC shall pay to Altisource any amount due Altisource (or Altisource shall pay AAMC any amount due AAMC) under Article II within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c).

  • Statement of Estimated Direct Expenses In addition, Landlord shall give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate (the “Estimate”) of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Tenant’s Share of Direct Expenses (the “Estimated Direct Expenses”). The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due that is at least thirty (30) days thereafter, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.

  • Termination without Additional Company Liability (a) In the event that the Executive's employment with the Company shall terminate during the Employment Period on account of:

  • Liability for Transfer Taxes Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares or interests therein within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder hereby grants a security interest in 50% of the Company Shares received as Merger Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 3.02 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Equity Holder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • Reimbursement of Expenses and Miscellaneous Service Fees (a) In addition to paying BISYS the fees provided in Section 3 and Schedule B, the Trust agrees to reimburse BISYS for its reasonable out-of-pocket expenses in providing services hereunder, including without limitation the following:

  • Expenses; Transfer Taxes (a) Whether or not the Closing takes place, and except as otherwise specified in this Agreement, all costs and expenses incurred in connection with the negotiation and execution of this Agreement and the Closing Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses.

  • Exclusions from Operating Expenses Operating Expenses exclude the following expenditures:

  • Indemnity for Taxes, Reserves and Expenses (a) If after the date hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

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