Buyer Tax Indemnification Sample Clauses

Buyer Tax Indemnification. Buyer will indemnify and hold Seller harmless from and against 50% of the excess of (A) expenses relating to Taxes incurred by Seller with respect to the gain allocated to Seller on the deemed asset sale by the Company resulting from the Section 338(h)(10) Election over (B) expenses relating to the Taxes which would have been incurred by Seller with respect to the gain recognized upon the sale of the Company by Seller if the Section 338(h)(10) Election had not been made; provided, however, that the maximum amount Seller may recover, in the aggregate, under this Section 10.6(b) is $250,000.
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Buyer Tax Indemnification. Buyer accepts full and exclusive liability for and agrees to indemnify fully and hold harmless each Seller Indemnified Party from and against any Taxes with respect to the Bank or the assets of the Bank acquired by Merger Sub in the Merger that are not the responsibility of Seller pursuant to Section 6.7(a). Buyer shall be entitled to a refund of such Taxes.
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Buyer Tax Indemnification. The Buyer shall indemnify the Sellers, Blocker Sellers and their Affiliates against, and hold them harmless from and against, without duplication, (i) any and all Taxes (or the non-payment thereof) of the Sold Entities for any Post-Closing Tax Period (consistent with the principles of Section 9.10 (Straddle Period)), and (ii) any and all Transfer Taxes required to be borne by the Buyer pursuant to Section 9.13 (Certain Taxes and Fees); provided, however, that Buyer shall not be responsible for, and shall have no obligation to indemnify or hold harmless Sellers, Blocker Sellers and their Affiliates for, any Taxes arising out of a breach by any Seller or Blocker Seller of (x) any of its representations and warranties set forth in Section 3.14 (Taxes), or (y) any of its covenants or obligations in this Agreement.
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Buyer Tax Indemnification. (a) Buyer hereby indemnifies Seller against and agrees to hold Seller harmless from any (w) liability of Seller with respect to Tax of any of the Acquired Companies described in clause (i) of the definition of Tax related to a Post-Closing Tax Period, (x) any other liability for Tax described in clause (ii), (iii) or (iv) of the definition of Tax, after replacing, in each such clause, the phrase "before the Closing" with the phrase "after the Closing", (y) Tax resulting from any breach of Section 8.07(e) and (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (w), (the sum of (w), (x), (y) and (z) being referred to herein as a "SELLER LOSS"); provided, that the Buyer shall not be liable for Seller Losses arising in connection with its indemnification obligation under this Section 8.07 hereof until (and only to the extent) the amount of such Seller Losses exceeds $10,000 in the aggregate.
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Buyer Tax Indemnification. Subject to 7.03, Buyer agrees to protect, defend, indemnify and hold harmless the Seller Indemnified Parties from and against, and agrees to pay (a) any Taxes of the Companies or the Alba Companies attributable to the time period on or after January 1, 2002 excluding, for purposes of clarification, any Taxes arising out of the transactions contemplated by this Agreement and (b) any liability arising from a breach by Buyer of its covenants in Article VII.
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Buyer Tax Indemnification. Buyer agrees to protect, defend, indemnify and hold harmless the Seller Indemnified Parties from and against, and agrees to pay (a) any Taxes of the AMPCO Companies (but only in an amount proportional to Seller's interest in the relevant AMPCO Company for the period to which such Taxes relate) attributable to the time period from and after January 1, 2002, excluding for purposes of clarification any Taxes arising out of the transactions contemplated by this Agreement, and (b) any liability arising from a breach by Buyer of its covenants in this Article VII.
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Buyer Tax Indemnification. Buyer agrees to protect, defend, indemnify and hold harmless the Seller Indemnified Parties from and against, and agrees to pay (a) any Taxes of the Companies (but only in an amount proportional to Seller's direct or indirect interest in the relevant Company for the period to which such Taxes relate) attributable to the time period from and after January 1, 2002, excluding for purposes of clarification any Taxes arising out of the transactions contemplated by this Agreement, and (b) any liability arising from a breach by Buyer of its covenants in Article VII.
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Buyer Tax Indemnification. Buyer agrees to protect, defend, indemnify and hold harmless Seller from and against, and agrees to pay all Losses attributable to (a) any Taxes of ALNG that are not attributable to a Pre-Closing Tax Period, and (b) any liability arising from a breach by Buyer of its covenants set forth in this Article VII.
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Buyer Tax Indemnification 
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Related to Buyer Tax Indemnification

  • Tax Indemnification The Sellers and the Indemnifying Members shall, jointly and severally, indemnify the Company, Purchaser, and each Purchaser Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.24; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) all Taxes of the Company and its Affiliates or relating to the Business for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor thereto) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any Person imposed on the Company for a Pre-Closing Tax arising under the principles of transferee or successor liability or by contract or any Law, relating to an event or transaction occurring on or before the Closing Date. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Sellers and Indemnifying Members shall jointly and severally reimburse Purchaser for any Taxes of the Company that are the responsibility of the Sellers and/or Indemnifying Members pursuant to this Section 7.3 within five (5) Business Days prior to the date payment of such Taxes by Purchaser, the Company or any of its Affiliates are required to be paid. Notwithstanding the foregoing, in the case of clauses (c), (d), and (e) above, the Indemnifying Members shall not be liable for (i) any Taxes taken into account and included in determining Indebtedness or Net Working Capital and (ii) any Transfer Taxes which are the responsibility of Purchaser under Section 7.1(b).

  • Tax Indemnifications (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

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