Responsibility for Incremental Costs Sample Clauses

Responsibility for Incremental Costs. If any tax structures or courses of action with respect to any matter described in Clause 9.1(d)(ii), Clause 9.1(d)(iii) or Clause 9.1(d)(vi)(A) result (in the aggregate) in an Incremental Cost in excess of US$100,000 in any calendar year, the Coty Parent shall be responsible for all such Incremental Costs of implementing (grossed up for any taxes incurred as result of the receipt of such payment, if any) or complying with each such tax structure or course of action in that calendar year. In the event that such Incremental Costs exceed US $100,000 in any calendar year, Rainbow Capital and Topco shall send a single invoice to the Coty Parent following the end of such calendar year describing in reasonable detail such Incremental Costs. If there is a dispute between the Parties as to whether there is, or the amount of, an Incremental Cost as a result of a tax structure or course of action, such dispute shall be submitted to a partner in the audit practice of any Accounting Firm. The Parties shall cooperate fully with the Accounting Firm, which shall (i) consider only the matter in dispute among the Parties and (ii) be instructed to reach its conclusion regarding any such dispute within 60 calendar days after its appointment. Each Party may, but is not required to, submit a position paper to the Accounting Firm setting forth the position of such Party. Each Party shall bear its own expenses relating to the engagement with the Accounting Firm. To the extent that the Coty Parent is responsible for an Incremental Cost under this Clause 9.1(d)(iv), Topco and Rainbow Capital shall take all reasonable actions in good faith to mitigate the amount of such Incremental Cost.
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Related to Responsibility for Incremental Costs

  • Responsibility for Costs The Servicer is responsible for collection from such Borrower of any recording or similar costs or expenses incidental to the granting of relief with respect to a delinquent Mortgage Loan.

  • Compensation for Increased Costs Subject to the provisions of Section 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case, that becomes effective after the Closing Date, or compliance by such Lender with any guideline, request or directive issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Excluded Taxes of such Lender, or any Indemnified Taxes or Other Taxes indemnifiable under Section 2.16) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in, or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise, as such Lender in its reasonable judgment shall determine), as may be necessary to compensate such Lender on an after tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

  • Responsibility for Individual Charges A. Unless otherwise expressly set forth, the Contractor shall not charge the Judicial Council nor will the Judicial Council assume any liability for any Individual Charges incurred by Attendees. B. Under no circumstances shall the Contractor charge any Individual Charges to the Master Account, without prior written authorization from the Judicial Council. C. The Contractor shall provide an itemized bill to each Attendee for any Individual Charges.

  • Responsibility for Charges 4.1 FTCS shall be responsible for and pay to Verizon all charges for any Telecommunications Services provided by Verizon or provided by persons other than Verizon and billed for by Verizon, that are ordered, activated or used by FTCS, FTCS Customers or any other persons, through, by means of, or in association with, Telecommunications Services provided by Verizon to FTCS pursuant to this Resale Attachment. 4.2 Upon request by FTCS, Verizon will provide for use on resold Verizon retail Telecommunications Service dial tone lines purchased by FTCS such Verizon retail Telecommunications Service call blocking and call screening services as Verizon provides to its own end user retail Customers, where and to the extent Verizon provides such Verizon retail Telecommunications Service call blocking services to Verizon’s own end user retail Customers. FTCS understands and agrees that certain of Verizon’s call blocking and call screening services are not guaranteed to block or screen all calls and that notwithstanding FTCS’s purchase of such blocking or screening services, FTCS’s end user Customers or other persons ordering, activating or using Telecommunications Services on the resold dial tone lines may complete or accept calls which FTCS intended to block. Notwithstanding the foregoing, FTCS shall be responsible for and shall pay Verizon all charges for Telecommunications Services provided by Verizon or provided by persons other than Verizon and billed for by Verizon in accordance with the terms of Section 4.1 above.

  • Compensation For Increased Costs and Taxes Subject to the provisions of Section 2.17 (which shall be controlling with respect to Indemnified Taxes addressed therein), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty or governmental rule, regulation or order (but excluding solely proposals thereof), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) or any company controlling such Lender to any additional cost (other than Excluded Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of “Adjusted Eurodollar Rate”) or any company controlling such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.