Treatment of Certain Refunds. If the Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this [Section 2.15] (including by the payment of additional amounts pursuant to this [Section 2.15]), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this [Section 2.15] with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of the Lender, shall repay to the Lender the amount paid to the Lender (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Lender be required to pay any amount to any indemnifying party pursuant to this paragraph (e), the payment of which would place the Lender in a less favorable net after-Tax position than the Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph # shall not be construed to require the Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
Licensee understands and acknowledges that due to the nature of custom programming and the very fact that the labor expended cannot be retrieved cannot provide refunds. Licensee acknowledges that Licensor is satisfied that MarketPowerPRO meets with Licensee's needs "As Is" prior to purchasing a license and commencing any programming of the System.
“Refinancing Indebtedness” means Indebtedness (to the extent not Permitted Indebtedness) that refunds, refinances or extends any Indebtedness of Holdings, the Borrower or any Restricted Subsidiary (other than Non-Recourse Indebtedness and Permitted Indebtedness described under [clauses (d) through (f)], [(h) through (j)], [(l), and (n) through (s)])] of the definition thereof), but only to the extent that:
separately from license fees and cannot be applied as a pre-payment of license fees. In no case will Kx make partial refunds of annual Maintenance Services fees, even if an Customer stops paying for support or maintenance during the one year Maintenance Services fee term for which has paid Kx the annual Maintenance Services fee.
“Net Sales” means Gross Sales less discounts, buy-downs, bona fide returns and refunds and exclusive of the amount of any tax or fee imposed by any Governmental Body directly on Gross Sales, including any excise Taxes and/or Taxes collected from customers if such Tax is added to the selling price actually remitted to such Governmental Body;
b. Net Bookings: Refers to the total value of accepted term contracts, contracted work or services, and changes to such contracts as of either the order date or the effective date of the transaction. Bookings typically include all items with a revenue implication, such as new contracts, renewals, upgrades, downgrades, add-ons, early terminations and refunds.
all other rights, privileges and appurtenances owned by [[Organization A:Organization]], if any, to the extent transferable and directly related to the ownership, use or operation of the Real Property or Personal Property, including, without limitation but subject to the terms and conditions of Section 25 of this Agreement, any real estate tax refunds relating to the Property (collectively, the “Intangible Rights”); provided, however, that it is hereby acknowledged by the parties that [[Organization A:Organization]] shall not convey to [[Organization B:Organization]] claims relating to any real property tax refunds or rebates for periods accruing prior to the Closing, existing insurance claims and any existing claims against previous tenants of the Real Property and/or against guarantors of any prior leases for space at the Real Property, all of which claims are hereby expressly reserved by [[Organization A:Organization]].
Transfer means any sale, assignment or other disposition by a Party of any rights or obligations derived from the PSC or this Agreement (including its Participating Interest), # other than its Entitlement and its rights to any credits, refunds or payments under this Agreement, # other than any assignment under clause 13.6, and # excluding any direct or indirect Change in Control of a Party.
“Internally Generated Cash” means cash generated from the operations of the business of Borrower and its Subsidiaries; provided that, notwithstanding the foregoing, “Internally Generated Cash” shall not include # the proceeds of any Debt # the proceeds of any Equity Issuance, # the proceeds of any insurance, indemnification or other payments or # the proceeds of any Extraordinary Receipts (including, without limitation, any non-ordinary course tax refunds or returns).
“Consolidated Fixed Charge Coverage Ratio” means with respect to the and its consolidated Subsidiaries for any period, the ratio of # the sum of # Consolidated EBITDA for such period minus # the portion of taxes based on income actually paid in cash (net of any cash refunds received) during such period minus # non-financed cash Consolidated Capital Expenditures to # Consolidated Fixed Charges for such period.
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