Taxes upon Execution of Transaction Documents Sample Clauses

Taxes upon Execution of Transaction Documents. Except as set forth in subclauses (i) and (ii) below, none of the execution, delivery or performance of the Transaction Documents, including the making of payments thereunder, or the enforcement thereof is subject to any registration or transfer tax, stamp duty, recordation tax or similar levy imposed by or within the United States, Jamaica or the Cayman Islands or any political subdivision or taxing authority thereof or therein other than those that have been paid on or before the Closing Date or applicable Issuance Date. Payments to be made by the Designated Depositary Banks will not be subject to taxation in Jamaica, the Cayman Islands or the United States. (i) Under Cayman Islands law in effect on the date hereof, to ensure the enforceability or admissibility in evidence of the Transaction Documents in the Cayman Islands it is not necessary that the Transaction Documents or any other document be filed or recorded or that any tax, duty, fee or other charge including any registration or transfer tax, mortgage recordation tax or similar levy, imposed by the Cayman Islands or any political subdivision or taxing authority thereof, be paid other than a nominal stamp duty in the event that any of the Transaction Documents are executed in or otherwise brought into the Cayman Islands. (ii) Under Jamaican law in effect on the date hereof, there are no Jamaican taxes payable on or by virtue of the execution and delivery of the Transaction Documents except for: (a) income tax upon the Bank and payable by the Bank (if any), (b) withholding tax payable by the Bank in respect of any fees paid by the Bank equal to 25% of the amount of fees paid if the payee is an individual, and 33.3% if the payee is a non-individual, and (c) stamp duty levied pursuant to the Stamp Duty Act (not to exceed J$500 (US$7.74) for each of the Transaction Documents except for the Deed of Assignment, which would require payment of an ad valorem stamp duty as an “assignment” at the rate of 5.5% of the total amount of consideration paid for the purchase of the Purchased Diversified Payment Rights) if such Transaction Document(s) is/are executed in Jamaica, or if any such executed original Transaction Document(s) is/are brought to or produced before a court in Jamaica, in which event the document or documents so executed in Jamaica or brought to Jamaica would be liable to bear stamp duty at the appropriate rate.
Sample 1
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Taxes upon Execution of Transaction Documents. Except as set forth in the next paragraph, neither the execution and delivery of the Transaction Documents nor the enforcement thereof are subject to any registration or transfer tax, stamp duty, mortgage recordation tax or similar levy imposed by or within the United States or the Cayman Islands or any political subdivision or taxing authority thereof or therein other than those that have been paid on or before the Closing Date or applicable Issuance Date. Cayman Islands stamp duty may be payable if any of the Transaction Documents is executed or received in the Cayman Islands. Such duty would be nominal except in the case of any Transaction Document containing a mortgage, being a security by way of a legal or equitable mortgage or charge of moveable or immoveable property situated in the Cayman Islands, which would attract a maximum duty of CI$500.00 (approximately US$600.00). In the case of the Notes, such duty would be CI$0.25 per CI$100.00 or part thereof of the full amount of each Note subject to a maximum amount of duty of CI$250.00 per Note unless duty of CI$500.00 is paid in respect of the issue of all the Notes of the same Series, in which case no further duty would be payable in respect of any individual Note.
Sample 1

Related to Taxes upon Execution of Transaction Documents

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek best execution. In assessing best execution available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM. (b) It is understood that the services of the Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment companies or from engaging in other activities, provided that those activities do not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. The Fund and CSAM further understand and acknowledge that the persons employed by the Sub-Adviser to assist in the performance of its duties under this Agreement will not devote their full time to that service. Nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. (c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to such other clients. The Fund recognizes that the effect of the aggregation may operate on some occasions to the Fund's advantage or disadvantage. The Sub-Adviser shall provide to CSAM and the Fund all information reasonably requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the Fund and the Sub-Adviser's other investment advisory clients. (d) In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will provide such information as may be reasonably necessary to enable the custodian and co-administrators to perform their administrative and recordkeeping responsibilities with respect to the Fund.

  • Consummation of Transactions Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following: (1) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC Law. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • As Of Transactions For purposes of this Article M, the term “

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

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