Payments and Taxes. Any and all payments made by Borrower under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement.
Payments and Taxes. (a) Company shall pay all invoices rendered by Lucent, in U.S. dollars, within sixty (60) days after receipt thereof, to the address specified in the invoice.
(b) Company shall bear all taxes, duties, levies and similar charges (and any related interest and penalties), however designated, imposed as a result of the existence or operation of this Agreement, except (i) any tax imposed upon Lucent in a jurisdiction other than the United States if such tax is allowable as a credit against the United States income taxes of Lucent; and (ii) any net income tax imposed upon Lucent by the United States or any governmental entity within the United States (the fifty (50) states and the District of Columbia). In order for the exception contained in (i) to apply, Company must furnish Lucent with evidence issued by the taxing authority in such jurisdiction that such tax has been paid. The evidence must be furnished within thirty (30) days of issuance by the taxing authority and must be sufficient to satisfy United States taxing authorities that such tax has been paid.
(c) If Company is required to bear a tax, duty, levy or similar charge pursuant to (a) above, Company shall pay such tax, duty, levy or similar charge and any additional amounts as are necessary to ensure that the net amounts received by Lucent hereunder after all such payments or withholdings equal the amounts to which Lucent is otherwise entitled under this Agreement as if such tax, duty, levy or similar charge did not apply.
Payments and Taxes. All payments by the Company due under any Transaction Document shall be made by the Company and the Company agrees that all amounts payable under any Transaction Document are exclusive of any current or future tax or any other fees, expenses, assessment or charges of any kind (including but not limited to income tax, value added tax, goods and services tax, transfer tax, business tax, foreign enterprise income tax, consumption tax, securities transaction tax, withholding tax, stamp duty or other documentary taxes or charges, and any other taxes and charges, and interest and penalties thereon) imposed by any federal, state, territorial or local government of Australia, or any political subdivision or taxing authority in any such jurisdiction (collectively, “Taxes,” which for the avoidance of doubt, does not include income tax) and all amounts shall be paid free and clear of any deduction or withholding. The Company agrees that it shall be responsible for all Taxes as well as all applicable compliance and regulatory obligations which may arise from or in connection with this Agreement. If any Taxes shall be due, or if the Company shall be required by applicable law to make any deduction or withholding on account of any Taxes, or if any Tax is required to be paid by the Placement Agent on account of services performed hereunder, the Company agrees to pay to the Placement Agent such additional amounts as shall be required so that the net amount received by the Placement Agent from the Company after such deduction, withholding or payment shall equal the amount otherwise due to the Placement Agent hereunder. The Company shall promptly deliver to the Placement Agent all official tax receipts evidencing payment of the Taxes. The Placement Agent agrees to provide the Company with any and all forms or other documentation or information that the Company reasonably requests to enable the Company to minimize the amount of any such Taxes. The Company will indemnify the Placement Agent and hold it harmless against any Taxes on the creation, issuance and sale of the Offered Securities to the Placement Agent and on the execution and delivery of this Agreement and any interest and penalties thereon.
Payments and Taxes. 7.1 All payments to be made by the Borrower hereunder shall be made without set-off or counter claim and free and clear of and without deduction for or withholding of or on account of any present or future taxes, levies or charges of whatever kind unless the Borrower is compelled by law to make payment subject to such tax, levy or charge.
7.2 If the Borrower is compelled by law to make any deduction or withholding on account of tax then the Borrower shall be permitted to make such deduction or withholding and shall ensure that such deduction or withholding does not exceed the minimum legal liability therefor and shall, within sixty (60) days of effecting such deduction or withholding, forward to the Lender an official receipt or other official documentation in each case in form and substance satisfactory to the Lender certifying payment of the tax.
7.3 Subject to Clause 7.4, if the Borrower is compelled by law to make payment subject to deduction of any amounts, then the Borrower shall, if requested by the Lender, make payment to the Lender of such additional amounts as shall yield to the Lender the full amounts which would be paid to the Lender under this Agreement as if such taxes, levies or other charges were not paid, deducted or withheld.
7.4 The Lender is entitled to request payment under Clause 7.3 ("Tax Payment") only if the Lender determines that a full credit against, relief or remission for, or repayment of tax is not attributable to that Tax Payment.
Payments and Taxes. All payments to be made by the Borrower to the Lender under this Agreement shall be made in United States Dollars, freely disposable outside of bilateral or multilateral payment agreements which may exist at the time of payment, free and clear of and without deduction of any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature, now or hereafter imposed by or on behalf of any taxing authority or any other entity. ASSIGNABILITY The Lender has the right to assign this Agreement to any party without the consent of the Borrower but it requires the consent of the Guarantor.
Payments and Taxes. Payments due under this Agreement shall be made in United States Dollars. For converting payments on Net Sales made in a currency other than United States Dollars, there shall be used the exchange rate for U.S. Dollars as related to such other currency as published in the Wall Street Journal for the last day of the quarter for which such payment is due, or if the last day is not a business day, the closest preceding business day. All payments pursuant to this Agreement may be paid with deduction for withholding for or on account of any taxes (other than taxes imposed on or measured by net income) or similar governmental charge imposed on such payments by a jurisdiction other than the United States (“Withholding Taxes”). At UWMRF’s request, Company shall provide UWMRF a certificate evidencing payment of any Withholding Taxes hereunder and shall reasonably assist UWMRF to obtain the benefit of any applicable tax treaty.
Payments and Taxes. All Payments on Business Days
8.1 Where a payment to be made under this Loan Agreement is due on a day which is not a Business Day the due date shall be the next Business Day (unless the next Business Day falls in the next month of the year, in which case the due date will be the previous Business Day).
Payments and Taxes. The Fees shall be non-refundable and are due and payable within 30 days from the date of WECC’s invoice. Account Holder will pay all applicable sales, use, value added taxes, and other taxes levied in connection with Account Holder’s use of WREGIS, other than taxes based on the income of WECC.
Payments and Taxes. The Licensee must pay the prices, fees, remunerations and other charges in accordance with the payment terms applicable to such payments in respect of any part of the HSC and other supplies delivered under or in connection with this License. If the Licensee fails to make the payments in time, this License will be terminated by the Licensor and the Licensee must give up all parts of the HSC and may not use any part of the HSC any more. Unless otherwise especially stated, the prices, fees, remunerations and other charges do not include any value added tax or sales tax (or equivalent), which the Licensor is entitled to invoice according to the applicable legislation. Deduction and/or withholding for local taxes and other public charges shall be regulated as follows:
a) All sums payable under this License shall be paid free and clear of all deductions and withholdings for taxes, duties, levies or other charges imposed by federal, state, regional or other governmental authorities outside the Licensor’s domicile or under any applicable treaty for the avoidance of double taxation except as required by law. If any deduction or withholding is required by law, the Licensee shall on the due date for the payment in question pay to the Licensor such additional sum or sums as shall, after the making of the deduction or withholding, result in the payment to the Licensor of the net sum provided for in respect of this License for the supply.
b) The Licensee shall make all necessary tax or other returns and all necessary payments in relation to any such deduction or withholding and shall pay and indemnify and hold the Licensor harmless from liabilities for any sum, payable as a result of any failure, delay or error in any such matter.
c) The Licensee shall promptly provide the Licensor with all appropriate certificates, receipts or other documents evidencing the proper deduction or withholding.
Payments and Taxes. 10.1 All sums payable by the Guarantor under this Guarantee shall be payable in such currency as is reasonably specified by the Creditor and shall be paid to the Creditor in full without:
(a) any set-off, condition or counterclaim whatsoever; and
(b) free and clear from all deductions or withholdings whatsoever save only as may be required by law or regulation which in either case is binding on it.
10.2 If any deduction or withholding is required by any law or regulation in respect of any payment due from the Guarantor under this Guarantee or is in any event made, the relative sum payable by the Guarantor shall be increased so that, after making the minimum deduction or withholding so required, the Guarantor shall pay to the Creditor and the Creditor shall receive and be entitled to retain on the due date for payment a net sum at least equal to the sum which it would have received had no such deduction or withholding been required to be, or had in fact been, made.
10.3 The Guarantor shall promptly deliver or procure the delivery to the Creditor of all receipts issued to it evidencing each deduction and withholding which it has made and in the event that the Creditor is able to recover any amounts in respect of the deductions or withholdings referred to in Clause 10.2, it shall forthwith credit the Guarantor's account in the relevant amount and the Guarantor's liability hereunder shall be accordingly reduced.
