Examples of Exchange Taxes in a sentence
The Company shall indemnify and hold the Holders harmless against any Exchange Taxes and shall gross-up Holders and their Affiliates any additional amount necessary to reflect the tax consequences to the Holders or their Affiliates (without taking into account any loss credit or other offset against Tax) of the receipt or accrual of any payments required to be made under this Section 8(e).
In the case of Taxes (other than Exchange Taxes) that are attributable to a Straddle Period, such Taxes shall be allocated between the portion of the Straddle Period that is a Pre-Closing Period and the portion of the Straddle Period that is a Post-Closing Period based on a Closing-of-the-Books Method.
Geo Point Utah shall be liable for the Geo Point Utah Sharing Percentage and Geo Point Nevada shall be jointly and severally liable for the Geo Point Nevada Sharing Percentage of any Exchange Taxes (including costs related or attributable to such Exchange Taxes) not otherwise allocated by Sections 4.01(a) or (b) (e.g., because of a retroactive change in law).
For the avoidance of doubt, this section shall apply to any gain related to Exchange Taxes in the same manner as it applies to any other income or gains.
The Company shall be responsible for any transfer or stamp tax imposed as a result of any exchange made pursuant to this Section 8, regardless of upon whom such tax is imposed (collectively, "Exchange Taxes").
Celera may assume sole control of any Audits relating to Exchange Taxes if it acknowledges in writing that it has sole liability for any Exchange Taxes under Section 4.01(b) that might arise in such Audit and can demonstrate to the reasonable satisfaction of Applera that it can satisfy its liability for any such Exchange Taxes.
Notwithstanding the foregoing, any disagreement between the Parties relating to Exchange Taxes shall be settled in a court of law or as otherwise agreed to by the Parties.
For any policy written on a claims basis, and accepted by GSCA, Contractor shall, upon the expiration or earlier termination of this Agreement, obtain extended reporting coverage (“tail coverage”) with the same liability limits.
Celera recognizes that any failure by it or any Celera Affiliate to comply with its obligations under Section 4 could result in Exchange Taxes that would cause irreparable harm to Applera, Applera Affiliates, and their stockholders.
If Celera is unable to demonstrate to the reasonable satisfaction of Applera that it will be able to satisfy its liability for such Exchange Taxes, but acknowledges in writing that it has sole liability for any Exchange Taxes under Section 4.01(b), Celera and Applera shall have joint control over the Audit.