Product Taxes definition

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Product Taxes any amounts which are due and owing to any Governmental Authority, including excise or sales taxes, applicable to services provided under any Materials Handling Contract or the sale of Eligible Commodities, to the extent such amounts are collected or collectable by any Loan Party from such Loan Party’s customer to be remitted to such Governmental Authority. “Pro Forma Basis”: with respect to the covenants set forth in Section 8.1 on any date of determination, the calculation of such covenants as at such date of determination; provided that the amount of Consolidated EBITDA and Consolidated Fixed Charges in any such calculation shall be the amount of Consolidated EBITDA and Consolidated Fixed Charges for the most recently ended four (4) fiscal quarter period. “Pro Forma Financial Statements”: as defined in Section 6.1(r). “Project X”: that certain acquisition contemplated by the Loan Parties and identified to the Lenders prior to the Amendment Effective Date as “Project X”. “Projections”: as defined in Section 6.1(r). “Properties”: as defined in Section 5.22(a). “Public Lender”: as defined in Section 11.2. “Qualified Cash Management Bank”: any Cash Management Bank that, at the time a Cash Management Bank Agreement was entered into between a Loan Party and such Cash Management Bank, was (i) a Lender (or an Affiliate thereof) or (ii) if such Cash Management Bank Agreement was entered into prior to the Restatement Effective Date, was a lender under the Previous Credit Agreement or the Existing Credit Agreement at the time and is a Lender on the Restatement Effective Date. “Qualified Counterparty”: any counterparty to any Financial Hedging Agreement or Commodity OTC Agreement entered into between a Loan Party and a Person that, (i) at the time such Financial Hedging Agreement or Commodity OTC Agreement was entered into, was a Lender or (ii) if such Financial Hedging Agreement or Commodity OTC Agreement was entered into prior to the Restatement Effective Date, was a lender under the Previous Credit Agreement or the Existing Credit Agreement at the time such Financial Hedging Agreement or Commodity OTC Agreement was entered into and is a Lender on the Restatement Effective Date; provided, that, with respect to either clause (i) or clause (ii), such counterparty (other than any counterparty that is the Administrative Agent) shall be a “Qualified Counterparty” with respect to any Financial Hedging Agreement or Commodity OTC Agreement solely to the extent such count...

Product Taxes means any and all federal, state and local, statutory, governmental, impositions, duties, tariffs, levies, fees and charges of every description, including all aviation fuel, special fuel, diesel, excise, environmental, spill, gross earnings, gross receipts, sales and use taxes, in each case, wherever imposed, and all penalties, charges, costs and interest payable in connection with any failure to pay or delay in paying them and any deductions or withholdings of any sort, provided, however, that Product Taxes shall not include (y) property taxes, which taxes are governed by the state or local law applicable thereto, and (z) taxes based on or measured by the income, gross receipts or net worth of either Party). The term “Taxable” shall be construed accordingly.

Examples of Product Taxes in a sentence

If a Party does not furnish such certificates to the other Party, or if the sale is subject to tax under Applicable Law because no exemption exists, the applicable Party shall reimburse and indemnify the other Party for all Product Taxes as set forth in this Agreement.
Buyer shall not be obligated to indemnify or hold harmless Seller for any Product Taxes levied or imposed by any Governmental Authority in any country and payable by Seller (i) which does not directly relate to the performance by Seller of its obligations under this Agreement or (ii) resulting from the creation of a permanent establishment, trade or business or presence by Seller (or any Affiliate thereof).
Seller shall not be obligated to indemnify or hold harmless Buyer for any Product Taxes levied or imposed by any Governmental Authority in any country and payable by Buyer (i) which do not directly relate to the performance by B▇▇▇▇ of its obligations hereunder, or (ii) resulting from the creation of a permanent establishment, trade or business or presence by Buyer (or any Affiliate thereof).
Seller shall pay, reimburse, indemnify, defend and hold harmless Buyer for any and all applicable Product Taxes, including all taxes assessed on or in connection with production, extraction, processing, manufacture or transport of Product with respect to the Product(s) delivered hereunder, which arise before the transfer of title to the Product(s) to Buyer.
This Section will only apply within 30 days of Consumer’s receipt of the ProductIf a Consumer Credit occurs prior to the payment of the statement as outlined in 2(f), Agent will refund to Consumer the cost of Product, Taxes and shipping and deduct such amounts (along with a deduction payable to Agent for the Customer Service Amount) from the revenue collected for the Marketing Event.
Each Party shall give the other Party such assistance as is reasonable in the circumstances in this regard, and Buyer or Seller (as appropriate) shall not make any payment of such Product Taxes until the due date on which such Product Taxes are due and payable in accordance with the relevant tax regulations unless an early payment could result in a reduction of the liability to such Product Taxes.
In the event either Buyer or Seller becomes aware of a potential or actual liability to make any payment of Product Taxes which might give rise to a claim, it shall give notice of the circumstances to the other Party as soon as reasonably practicable, in order to allow both Parties reasonable opportunity to seek to minimize their liability for such Product Taxes, acting always in compliance with the laws of the relevant Governmental Authority.
If Buyer claims exemption from any Product Taxes or fees, Buyer shall provide Seller with the appropriately executed exemption certificates.

More Definitions of Product Taxes

Product Taxes in relation to a Subsidiary Borrower, any amounts which are due and owing by such Subsidiary Borrower to any Governmental Authority, including excise taxes, with respect to services provided under any Commodity Services Contract or the sale of Eligible Commodities.