Prismic definition
Examples of Prismic in a sentence
If any currency conversion shall be required in connection with any payment hereunder, such conversion shall be made by using the exchange rate used by Prismic for its standard internal auditing purposes.
Any such adjustment and reconciliation shall be made on the respective books and records of Prismic and FSD within thirty (30) days of their agreement thereon and any reconciliation payment by Prismic or FSD, as the case may be, shall be made within such thirty (30) day period.
FSD agrees that it will not make any warranty, express or implied, to any Third Party, on behalf of Prismic.
Prismic shall have the right, during normal business hours, upon reasonable advance notice to FSD, to inspect such records, no more often than semi-annually, for the purpose of verifying the accuracy of the information contained in reports furnished to Prismic by FSD.
If withholding taxes are paid to a tax authority, FSD shall provide reasonable assistance to Prismic to obtain a refund of taxes withheld or obtain a credit with respect to taxes paid.
To the extent FSD is required to withhold taxes, FSD agrees to provide Prismic with written evidence of such withholding.
Notwithstanding the foregoing, unless Prismic provides FSD with a certificate of exemption from the applicable taxing authorities, FSD shall deduct from all payments to Prismic hereunder all applicable withholding taxes.
FSD hereby agrees to indemnify, defend, save and hold Prismic harmless from and against all suits, actions, claims, demands, judgments, liabilities, costs and expenses which arise or result from alleged injury (including death) or product liability claim incident to the use of any Product.
All payments shall be made to Prismic in United States Dollars (USD), unless otherwise agreed in writing by the Parties from time to time.
In addition, effective as of the Closing, the Purchaser will assume up to $4.0 million of the Prismic Liabilities (the "Permitted Debt"), on terms to be mutually agreed by the Purchaser and Prismic prior to the Closing.