Other Contingencies. In connection with the sale of the international tobacco business to JTI, pursuant to the 1999 Purchase Agreement, RJR and RJR Tobacco agreed to indemnify JTI against: • any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; • any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJR Tobacco’s employee benefit and welfare plans; and • any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands. As described above in “— Litigation Affecting the Cigarette Industry — Other Litigation and Developments — JTI Claims for Indemnification,” RJR Tobacco has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJR Tobacco and the nature and extent of any such obligation. RJR and RJR Tobacco have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. RJR Tobacco, SFNTC and American Snuff Co. have entered into agreements to indemnify certain distributors and retailers from liability and related defense costs arising out of the sale or distribution of their products. Additionally, SFNTC has entered into an agreement to indemnify a supplier from liability and related defense costs arising out of the sale or use of SFNTC’s products. The cost has been, and is expected to be, insignificant. RJR Tobacco, SFNTC and American Snuff Co. believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. Except as otherwise noted above, RAI is not able to estimate the maximum potential amount of future payments, if any, related to these indemnification obligations. Lease Commitments RAI has operating lease agreements that are primarily for office space, automobiles, warehouse space and computer equipment. The majority of these leases expire with...
Other Contingencies. Notwithstanding any rights set forth in Section 3.17, the Members shall have the following rights and obligations created by, and for the periods set forth in, this Section 3.18.
Other Contingencies. In relation to the +/- 55.00 acre site, this Letter of Intent assumes that all unappealed and unappealable land development approvals for the construction of no less than 1,080,000 square feet of distribution warehouse space, along with will-serve letters for utilities, and environmental permits have been secured. CLOSING COSTS: Customary allocation of closing costs.
Other Contingencies. All other applicable conditions to the Close of Escrow, including those specified in any Addenda, are satisfied. Buyer represents and warrants to Seller that there are no conditions to the Close of Escrow other than those expressly stated in this Agreement (or in any fully executed Addenda). Buyer acknowledges that Buyer will be in default under this Agreement if the foregoing representations and warranty is inaccurate or untrue in any respect. Buyer’s purchase of the Property is not conditioned upon the sale of Buyer’s current residence or any other property owned by Buyer.
Other Contingencies. 19.1.1 The Income Tax Department has amended the deemed assessment orders for the tax years from 2003 to 2015, raising a tax demand of Rs. 2,986 million, mainly due to additions in respect of allocation of expenses against dividend income subject to tax at reduced rate / Final Tax Regime and capital gains. 50 Annual Report 2016 In such orders, the taxation authority has not accepted the Company’s contention on the matter of allocation of expenses on exempt capital gains and dividend income. The total additions made in tax years 2003 to 2015 under this head amounts to Rs 6,672 million. In tax year 2003, the Appellate Tribunal Inland Revenue (ATIR) had directed the tax authorities for the allocation to be made taking into account the ‘cost of investment’ rather than ‘gross turnover’. Subsequently, the action of the Taxation Officer in refusing to issue the appeal effect in view of the departmental appeal before the High Court was contested in appeal before the Commissioner Inland Revenue (Appeals) [CIR(A)] for application of section 124A of the Income Tax Ordinance, 2001 (Ordinance). The CIR(A) adjudged the matter in favour of the Company directing the Officer to give effect to the directions which have been maintained by the ATIR in the subsequent departmental appeal. Relying on the above decision of ATIR, the CIR(A) through orders dated September 23, 2011, November 30, 2012 and June 15, 2015 for tax years 2004 to 2007, tax year 2010 and tax years 2011 to 2013 respectively, directed for the application of provision of section 124A of the Ordinance. The action was, however, maintained by the CIR(A) in the tax years 2008 and 2009 and appeals are currently pending before the ATIR. The department has preferred appeals against the order of the CIR(A) in the years 2004 to 2007 and 2010 to 2013 which are currently pending before the ATIR. Appeal effect orders for the years 2003 to 2007 and 2010 have been issued. These are to attain finality once the departmental appeals before the ATIR / High Court as the case may be, are decided. However, in the recent order for tax year 2003, the Officer has not followed the directions of the CIR(A) and allocated expenses on the basis of turnover for which the Company has preferred an appeal which has been heard. The order of the said appeal is pending. Further, the Company had made representation before Federal Board of Revenue for necessary clarification and has also referred the above matter to Alternate Dispute Resolution Co...
Other Contingencies. The Income Tax Department has amended the deemed assessment orders of the holding company for the tax years from 2004 to 2010, raising a tax demand of Rs. 1,856 million, mainly due to additions in respect of allocation of expenses against exempt capital gains and dividend income subject to tax at reduced rate. The Additional Commissioner Inland Revenue (ACIR) has not accepted the holding company’s contention on the matter of allocation of expenses on exempt capital gains and dividend income for the tax years 2004 to 2010. The total additions made in tax years 2004 to 2010 under this head amounts to Rs. 3,612 million. In tax year 2003, the same issue has been set aside by the Appellate Tribunal Inland Revenue (ATIR), with direction to the tax authorities that the allocation of financial cost has to be made taking into account the ‘cost of investment’ rather than ‘gross turnover’. Further, the holding company has made representation before Federal Board of Revenue for necessary clarification and has also referred the above matter to Alternate Dispute Resolution Committee (ADRC) a mechanism available to provide an opportunity to tax payers for an easy and efficient resolution of disputes. Relying on the above decision of ATIR, the Commissioner Inland Revenue (Appeals)(CIR(A)) through his order dated September 23, 2011 for tax years 2004 to 2007 has set aside the issue for re-examination. The action was however maintained by the CIR(A) in the tax years 2008 and 2009 and appeals are currently pending before the ATIR. The appeal for the tax year 2010 is still pending before the CIR(A). The holding company has already made provision of Rs. 723 million against the demand for the above-mentioned years based on cost of investment. The management is confident that the ultimate outcome of the appeal would be in favor of the holding company inter alia on the basis of the advice of the tax consultants and the relevant law and the facts.
Other Contingencies. 57.14.1. For the purpose of this Clause other contingencies shall be home burglary, bushfires, floods, or other disasters where the general staff member‟s residence or members of their household are at significant risk.
Other Contingencies. The parties shall satisfy such other contingencies as are set forth in this Agreement.
Other Contingencies. Within twenty-five (25) days after the opening of escrow, Seller, at Seller's expense, shall provide to Buyer the following items for Xxxxx's written approval or disapproval as provided in Paragraph 8 of the Purchase Contract.
Other Contingencies. Seller’s delivery to Buyer of all third party consents and approvals: truth and accuracy of Seller representations and warranties at Closing. An assignment & assumption agreement & Management Consulting Agreement with Hxxx Xxxxx in form in substance reasonably acceptable to Buyer. If Buyer is unable to satisfy conditions 5.c, 5.d, 5.e or 5.f within the specified time limits, either party may terminate this Agreement by giving written notice to the other party or his or her Broker, and the Buyer’s deposit will be returned less any escrow costs.
