Seller Responsibility. (i) Seller will timely file the U.S. federal income Tax Returns of the Affiliated Group and any Combined Returns (taking into account extensions thereto) for all periods (including any Pre-Closing Tax Period) and will pay any Taxes with respect thereto. The parties agree that they will treat the Acquired Companies as if they ceased to be part of the Affiliated Group, and any comparable or similar group of state, local or foreign laws or regulations, as of the close of business on the Closing Date. Seller will provide Buyer with copies of the separate company pro-forma portion (including only information related to the Acquired Companies) of such Pre-Closing Tax Period Tax Returns (other than Tax Returns filed for estimated Tax payments) filed after the Closing Date pursuant to this Section 4.8(a)(i) within fifteen (15) days after filing of such Tax Returns.
Seller Responsibility. The Seller assumes full and sole responsibility for all tasks related to the purchase and delivery of all Goods included in the Agreement, whether or not the Seller is the actual manufacturer or producer of such Goods. Further, the Seller will be the sole point of contact regarding the Agreement, including payment of charges resulting from the use or purchase of Goods selected.
Seller Responsibility. If Seller determines that such Interface Problem is primarily attributable to the design of any Seller Parts, Seller shall Correct, or reimburse Customer for Correcting, the design or workmanship to the extent of any then-existing obligations of Seller under the provisions of the applicable Seller Warranty or Seller Service Life Policy as provided for in Part 2 or Part 3, respectively, of this Exhibit C.
Seller Responsibility. In the event that Buyer conducts activities at the Wichita Facility outside the Red Restricted Areas which result in disposal costs for Contaminated Soil, Seller is responsible for disposal costs in excess of CDL Disposal Costs.
Seller Responsibility. Seller agrees to sell , subject to Force Majeure, and Buyer agrees to purchase, subject to Force Majeure, the Annual Volumes of Products to be produced under the direction of Seller during each Calendar Year as determined in Section 2.3 (c). If for any Calendar Year, Seller fails for any reason other than Force Majeure to tender to Buyer at least ninety percent (90%) of the designated Annual Volumes of Products, Seller will pay Buyer at a rate of $15.00 per ton multiplied by the difference between (x) ninety percent (90%) of the Annual Volumes of Products for the applicable Calendar Year minus (y) the volume of Products actually tendered by Seller during such Calendar Year, as liquidated damages and not as a penalty, and Buyer shall have no further claim for damages on account of such shortfall in the delivery of the Annual Volumes. Payment shall be made by Seller to Buyer on demand no later than fifteen (15) days from Buyer’s written request for such payment. Notwithstanding the foregoing, : (i) if adverse weather conditions during the last ninety (90) days of any Calendar Year prevent Buyer from purchasing the Annual Volumes of Natural Hardwood or Pine Pulpwood for said Calendar Year, the payments provided for in this Section 8.1 shall not apply unless and to the extent said volumes (together with any volumes required with respect to the first quarter of the following Calendar Year) are not purchased on or before March 31 of the following Calendar Year.
Seller Responsibility. Except as otherwise provided in Section 9.02(a) and Section 9.04(c), Seller shall make all determinations with respect to and shall file (A) any Seller Group U.S. federal consolidated Tax Returns for all taxable periods, (B) any consolidated, combined or unitary state Tax Return for all taxable periods that includes Seller or one or more members of the Seller Group, (C) all other Tax Returns of the Transferred Entity, or related to the Business or the Transferred Assets, for any period ending on or before the Closing Date, and (D) any property Tax Returns relating to personal property with Lien Dates that occur prior to the Closing, provided that any Tax Returns described in clauses (C) and (D) shall be prepared in a manner not inconsistent with practices, accounting methods, elections and conventions used with respect to such Tax Returns for preceding Tax Periods.
Seller Responsibility. Seller will furnish a replacement part for installation by Seller or by a Seller certified third-party contractor, without charge for the part only, to replace any Equipment part that fails due to a manufacturing defect under normal use and maintenance. The Buyer must pay for any and all shipping and handling charges and other costs of warranty service for the replacement part. If Seller determines equipment is beyond repair, suitable replacement Equipment will be made available in a reasonable time to the Buyer. Any replacement Equipment provided shall be at Buyer’s sole cost and expense including, but not limited to, all shipping, removal, and installation costs and expenses.
Seller Responsibility. Except as otherwise provided in Sections 9.01(c) and 9.01(f)(iii), Seller shall make all determinations with respect to and shall file (A) any Seller Group Federal consolidated Tax Returns for all taxable periods, (B) any consolidated, combined or unitary state Income Tax Return for any taxable period that includes one or more members of the Seller Group ending on or before the Closing Date, (C) all Tax Returns of the Transferred Entity and with respect to the Business for any Pre-Closing Tax Period and (D) any property Tax Returns relating to personal property with lien dates that occur prior to the Closing.
Seller Responsibility. Seller shall prepare and file all Tax Returns and make all determinations with respect to and have exclusive control over (i) any Federal consolidated Tax Return that includes Seller for all taxable periods, (ii) any consolidated, combined or unitary state Tax Return that includes Seller for all taxable periods, and (iii) any other Tax Returns with respect to the Transferred Assets for any pre-Closing Tax Period.
Seller Responsibility. Title to, and responsibility and risk of loss for, Committed Gas delivered by Seller or Seller Affiliate to Purchaser shall pass from Seller or Seller Affiliate to Purchaser at the Delivery Points. The price for Committed Gas delivered under this Agreement is inclusive of all production, severance, ad valorem, or similar taxes levied on the production or transportation of the Committed Gas prior to its delivery to or for the account of Purchaser at the Delivery Point(s). As between the Parties, all charges, royalties, lease burdens, expenses, fees, taxes, damages, injuries, and other costs incurred in or attributable to production and transfer, transportation (except as otherwise agreed by the Parties), and handling of Committed Gas delivered in accordance with this Agreement prior to delivery to Purchaser at the Delivery Point shall be the exclusive responsibility of Seller (even if paid by Purchaser). Seller shall indemnify, defend, and hold harmless Purchaser from all such charges, royalties, expenses, fees, taxes, damages, injuries, and other costs. In the event Purchaser is required by law to collect or pay any such taxes, and Seller claims an exemption from such taxes, Seller shall, upon Purchaser's written request, furnish Purchaser with a copy of Seller's exemption certificate.
