Responsibility for Tax Liabilities Clause Samples

The Responsibility for Tax Liabilities clause assigns which party is accountable for paying any taxes arising from the agreement or related transactions. Typically, it clarifies whether the seller, buyer, or another party must handle income, sales, use, or other applicable taxes, and may specify procedures for handling tax assessments or disputes. This clause ensures that both parties understand their tax obligations, thereby preventing future disputes and allocating financial risk related to tax liabilities.
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Responsibility for Tax Liabilities. (a) Seller shall be responsible for and shall pay (or cause to be paid) any liability for (i) Taxes of the Company for (x) any taxable period ending on or before the Closing Date or (y) the Pre-Closing Straddle Period, (ii) income Taxes that the Company is liable for (including under Treasury Regulation section 1.1502-6 or any similar provision of state, local, or non-U.S. applicable law) as a result of being a member of a Seller Group on or prior to the Closing Date or (iii) income Taxes that the Company is liable for as a result of the Section 338(h)(10) Election; provided, however, that Seller shall not be responsible for and shall not be required to pay (or cause to be paid) any liability for (A) Taxes reflected as current liabilities for the purposes of determining the final Net Working Capital, (B) Taxes attributable to the transactions occurring (or deemed to occur) on the Closing Date but after the Closing (other than those transactions (1) occurring in the ordinary course of business of the Company that would have been occurring regardless of the Closing or (2) deemed to occur as a result of the Section 338(h)(10) Election), (C) Taxes attributable to transactions or services occurring on the Closing Date in connection with agreements entered into by the Company with other Persons at the request or direction of Buyer (other than this Agreement, documents entered into pursuant to this Agreement, and agreements entered into solely to satisfy the liabilities of the Company accrued prior to the Closing), (D) Taxes as a result of a Section 338 Election (for avoidance of doubt, not the Section 338(h)(10) Election) or (E) Transfer Taxes for which Buyer is responsible under Section 10.6 (Taxes described in clauses (A) through (E), “Excluded Taxes”). (b) Buyer shall be responsible for and shall pay (or cause to be paid) any liability for (i) Taxes of the Company for the Post-Closing Straddle Period or any taxable period beginning after the Closing Date or (ii) Excluded Taxes.
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Responsibility for Tax Liabilities. Except as may otherwise be expressly provided in this Agreement, the Company shall not be responsible in any way for any income or other tax liabilities of the Executive due in connection with the receipt by the Executive of any compensation, benefits or perquisites from the Company.
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Responsibility for Tax Liabilities. With effect from Completion, each of the Parties shall comply with its obligations in Schedule 8 (Tax Indemnity).
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Responsibility for Tax Liabilities. It is the intent of the Parties that, except as otherwise provided herein, Viking shall be responsible for Taxes imposed on, with respect to or attributable to the SpinCo Business for any Pre-Distribution Period, and that Parent and SpinCo shall be responsible for Taxes imposed on, with respect to or attributable to the SpinCo Business for any Post-Distribution Period. In accordance with such intent:
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Responsibility for Tax Liabilities pravo da odbaci učešće u povećanju kapitala novčanim ulozima u ime Investitora, osim ako investitor nije naložio da tako postupi. U slučajevima kada RSI Global Investiciono društvo odluči da učestvuje u povećanju kapitala novčanim ulozima kreditiranjem Investitora u okviru dužnosti potrebne pažnje, Investitor će biti u obavezi da uplati u gotovini i jednokratno iznos dospio usljed uplaćenog povećanja kapitala zajedno sa zateznom kamatom koja se obračuna na ovaj iznos u okviru principa neizvršenja i u skladu sa članom 18.1 u roku od 2 (dva) ▇▇▇▇▇ ▇▇▇▇ od ▇▇▇▇ korišćenja. Navedeni iznos, koji se ne plaća u gotovini, RSI Global Investiciono društvo izmiruje po službenoj dužnosti, prodajom onoliko finansijskih instrumenta koliko je potrebno, bez potrebe za dodatnim obaveštavanjem. Propisi kojima se reguliše tržište kapitala u vezi sa glasanjem preko punomoćnika rezervisani su za ostvarivanje glasačkih prava u vezi sa finansijskim instrumentima. U slučaju da na računu nema dovoljno sredstava, RSI Global Investiciono društvo ima pravo da ne realizuje isplatu, iako je to u korist investitora, pod uslovom da obavesti investitora najbržom sredstvom komunikacije koji smatra najprikladnijim, čak i ako je investitor dao jasne instrukcije.
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Responsibility for Tax Liabilities. The Investor is responsible for the timely payment of all Tax Liabilities related to the Transactions realized within the scope of this Agreement in accordance with the relevant legislation. In the event that any tax authority of Montenegro levies and accrues any tax liability to Finveo acting as the Investor due to any Financial Instrument traded within the framework of this Agreement at the date of transaction or retroactively, the Investor agrees and undertakes to pay Finveo the relevant tax amount demanded immediately and in cash after being notified about this tax debt and receiving the relevant documents. The Investor shall fully compensate any damages and losses that Finveo may incur due to the failure of the Investor to transfer the funds required for the payment of the Tax Liabilities and Finveo in this regard.
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Responsibility for Tax Liabilities. The Investor is responsible for the timely payment of all Tax Liabilities related to the Transactions realized within the scope of this Agreement in accordance with the relevant legislation. In the event that any tax authority of Republic of Montenegro levies and accrues any tax liability to Beta Investments acting as the investor’s due to any Financial Instrument traded within the framework of this Agreement at the date of transaction or retroactively, the Investor agrees and undertakes to pay Beta Investments the relevant tax amount demanded immediately and in cash after being notified about this tax debt and receiving institucijama za ili u ime Investitora. 15.2. U vezi sa plaćanjem transakcionih troškova koje treba da pokrije investitor, Beta Investments je ovlašćen da naplaćuje takve iznose ▇▇ ▇▇▇▇▇▇ investitora kreditiranjem Računa investitora bez potrebe da prima dodatna uputstva ili potvrde od Investitora. U slučaju da na ▇▇▇ transakcije nije moguće u potpunosti ili delimično naplatiti transakcione troškove sa računa investitora, investitor ▇▇ ▇▇▇▇▇ da deponuje potreban iznos na računima investitora ili da direktno uplati Beta Investments najkasnije u roku od 2 (dva) radna ▇▇▇▇ ▇▇▇▇▇ obaveštenja Beta Investments-a. ČLAN 16 - PORESKE OBAVEZE INVESTITORA 16.1. Odgovornost za poreske obaveze: Investitor je odgovoran za blagovremeno plaćanje svih poreskih obaveza u vezi sa transakcijama realizovanim u okviru ovog sporazuma u skladu sa relevantnim propisima. U slučaju da bilo koji poreski organ Republike Crne ▇▇▇▇ naplaćuje i obračunava bilo kakvu poresku obavezu Beta Investments koji deluje kao predstavnik investitora u vezi ▇▇ ▇▇▇▇ kojim finansijskim instrumentom koji se trguje u okviru ovog sporazuma na ▇▇▇ transakcije ili retroaktivno, Investitor pristaje i obavezuje se da će Beta Investments platiti odgovarajući iznos poreza koji je zahtijevan odmah i u gotovini nakon što je obavešten o ovom poreskom dugu i primio
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Responsibility for Tax Liabilities 
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Related to Responsibility for Tax Liabilities

  • Responsibility for Taxes Regardless of any action taken by the Company or Optionee’s employer (the “Employer”) with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Without limiting the foregoing, the Company specifically disclaims any representation or guarantee that this Option will qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code, or if the Option initially so qualifies, that it will continue to qualify. Optionee should consult his or her own tax advisor regarding the status of and tax treatment for this Option. Prior to exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Optionee from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the shares. Alternatively, or in addition, if permissible under local law, the Company may (i) sell or arrange for the sale of shares that Optionee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.

  • Liability for Taxes The Seller Parties shall be liable for and pay, and pursuant to this Article VII shall indemnify the Buyer Indemnitees against, all Taxes (including any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

  • Responsibility for Filing Tax Returns (i) The Sellers shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all Tax Returns with respect to Taxes based on income or gains of each of the Companies for all taxable years or periods ending on or prior to the Closing Date (“Pre-Closing Date Tax Periods ”) first due after the Closing Date (“Pre-Closing Income Tax Returns”). All Pre-Closing Income Tax Returns shall be prepared in compliance with all applicable Tax Laws. The Sellers shall provide Buyer with a draft of each such Pre-Closing Income Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit Buyer to review and comment on such Pre-Closing Income Tax Returns. The Sellers shall address in good faith Buyer’s comments made with respect to such Pre-Closing Income Tax Returns; provided, that Buyer must provide the Sellers with its comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). The Sellers shall be responsible for paying all Taxes of each of the Companies shown as due on any Pre-Closing Income Tax Return. (ii) Buyer shall timely prepare or cause to be timely prepared, and timely file or cause to be timely filed all non-income Tax Returns of each of the Companies for all taxable years or periods ending on or prior to the Closing Date first due after the Closing Date (“Pre-Closing Non-Income Tax Returns”) and all Tax Returns of either of the Companies for all taxable periods or years that include, but do not end on, the Closing Date (any such period, a “Straddle Period” and any such Tax Return, a “Straddle Period Tax Return”). Buyer shall provide the Representative with a draft of each Pre-Closing Non-Income Tax Return and Straddle Period Tax Return no later than thirty (30) days prior to the due date thereof (taking all valid extensions into account) and shall permit the Representative to review and comment on such Pre-Closing Non-Income Tax Returns and Straddle Period Tax Returns. Buyer shall address in good faith the Representative’s comments made with respect to such Tax Returns; provided, that the Representative must provide Buyer with comments no later than fifteen (15) days prior to the due date thereof (taking all valid extensions into account). Buyer shall be responsible for paying all Taxes of each of the Companies shown as due on any such Pre-Closing Non-Income Tax Return or Straddle Period Tax Return; provided, however, that Representative shall, within 5 Business Days of demand by Buyer, pay (i) all Taxes of either of the Companies shown as due on any Pre-Closing Non-Income Tax Return and (ii) Taxes on any Straddle Period Tax Return with respect to the Interim Period as determined in accordance with Section 6.7(b). (iii) With respect to any dispute or controversy relating to the preparation of any Tax Return addressed by Section 6.7(a)(i) or (ii) (including whether comments of Buyer or the Representative, as applicable, should be incorporated therein), Buyer and the Representative shall cooperate in good faith to resolve such dispute or controversy, but if they are unable to do so, the parties shall submit the dispute or controversy for resolution, which resolution shall be final, conclusive and binding on the parties, to the Accounting Firm. The Accounting Firm shall be instructed to prepare and deliver to Buyer and the Representative, as soon as reasonably practicable (and in any event within fifteen (15) days after its engagement), its resolution of the matter. The fees and expenses of the Accounting Firm shall be paid in a manner similar to that set forth in Section 2.6(a)(iv).

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.