Buyer's Taxes. Buyer is liable for and shall pay, or cause to be paid, or reimburse Seller if Seller has paid, all Taxes applicable to any transaction arising out of this Agreement after the Delivery Point on the sale by Buyer of Energy, Capacity or Ancillary Services. Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes applicable after the Delivery Point.
Buyer's Taxes. Buyer shall pay, or cause to be paid, and Buyer and the Company shall jointly and severally indemnify Seller and its Affiliates against and hold them harmless from any liability for Taxes of Buyer, TPC or the Partnership with respect to any taxable period after the Closing, other than any such Taxes allocable to Seller, pursuant to Section 12.1(c)(ii).
Buyer's Taxes. Buyer shall pay, or cause to be paid, and shall indemnify and defend Seller and its affiliates against and hold them harmless from any liability for Taxes for Tax periods of the Company or any Subsidiary beginning, and portions of Tax periods occurring after the Closing Date, including, without limitation, any such liability with respect to operations of the Company and the Subsidiaries and dispositions of assets by any of them after the Closing Date. For purposes of such Taxes, the principles of Section 13.3.4 hereof shall apply.
Buyer's Taxes. If at any time SUFS reasonably determines that any indemnified Claim might adversely affect SUFS, SUFS may take control of the defense. Buyer may not consent to the entry of any judgment or enter into any settlement of a Claim without SUFS’s prior written consent, which may not be unreasonably withheld.
Buyer's Taxes. 43 12.5 Miscellaneous.................................................... 43 12.6 Section 338(h)(10) Election Section 754 Election................. 43 12.7
Buyer's Taxes. Buyer shall pay, or cause to be paid, and Buyer and the Subsidiaries shall jointly and severally indemnify Parent and its Affiliates against and hold them harmless from any Liability for Taxes (which shall include, but not be limited to, the utilization of any net operating loss or capital loss or the utilization of any tax credits or other Tax attributes) arising from any action by Buyer or its Affiliates (including the Subsidiaries) from and after the Closing, including, without limitation, any events or transactions referenced in Treasury Regulation Section 1.1502-76(b)(ii), any sale or other disposition of assets of or by the Subsidiaries after the Closing or any Section 338(g) Election made by Buyer with respect to the transactions contemplated by this Agreement without the prior written consent of Parent (“Buyer’s Taxes”).
Buyer's Taxes. Buyer shall pay all Taxes (excluding any Income Tax imposed on Seller as a result of Seller's activities causing Seller to have a permanent establishment in Pakistan) imposed or levied downstream of the Delivery Point by any Competent Authority on the purchase, transportation and/or import of LNG sold under an Agreement (and any returned Natural Gas vapour) and shall reimburse Seller for and hold Seller harmless from and against any such Taxes paid (or borne indirectly in the form of a withholding tax or otherwise) by Seller (except those incurred solely due to the wilful misconduct of Seller or Seller's Operator). Buyer shall also pay all charges which are payable by reason of the LNG Carrier having to shift berth at the Discharge Port, unless such shifting is a result of Seller's action or inaction.
Buyer's Taxes. Buyer shall be responsible for payment of any taxes, other than Seller Taxes, including income, stamp and turnover, service, sales or value-added taxes, duties, fees, charges or assessments levied by any governmental authority in connection with the Contract, whether levied against Buyer, against Seller or its employees, or against any of Seller’s subcontractors or their employees. Such taxes shall be paid directly by Xxxxx to the governmental authority concerned. If Seller or its subcontractors, or the employees of either, are required to pay any such levies and/or fines, penalties or assessments in the first instance, or as a result of Buyer’s failure to comply with any laws or regulations governing payment of such levies by Buyer, the amounts shall be promptly paid by Buyer to Seller upon submission of Seller’s invoices therefor.
Buyer's Taxes. Buyer shall be liable for and shall pay when due (i) all capital, franchise, foreign, federal, state and local income Taxes with respect to ownership of the Acquired Assets and all other Taxes with respect to the Acquired Assets on or after the Closing Date, (ii) all personal property Taxes, whether or not billed, arising out of or relating to the Furniture, Fixtures and Equipment or the Contracts which are attributed to any period ending after the Closing Date, whether billed or assessed prior to, on or after the Closing, except as required to be paid by Seller pursuant to Paragraph 5.1(c)(iii) all rental, sale, use, goods and services and excise Taxes arising out of or relating to the Contracts and Furniture, Fixtures and Equipment which are attributed to any period after the Closing Date.
Buyer's Taxes. Buyer shall pay, or cause to be paid, and Buyer, the Company, and the Company Subsidiary shall jointly and severally indemnify Seller and its affiliates against and hold them harmless from any liability for Taxes payable by the Company or the Company Subsidiary attributable to any period or portion thereof beginning after the Closing Date, except for the adjustments provided in Sections 7.01(a)(iii) and (iv).
