Fiscal Unity. 11.1 The Seller hereby indemnifies and holds the Purchaser and the Company harmless from and shall compensate the Purchaser and the Company for any Tax Liability which, as a result of the Fiscal Unity, will be for the account of the Company, and which in the absence of such Fiscal Unity would have been for the account of the Seller or RLC Management B.V., as a consequence of the application of section 24 of the Dutch 1990 Tax [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. 24 Collection Act (Invorderingswet 1990). 11.2 The Purchaser hereby indemnifies and holds the Seller harmless from and shall compensate the Seller for any Taxes (whether actually paid or not or incurred by means of set-off, the loss of a deductible item, the loss of tax losses or otherwise) which, as a result of the Fiscal Unity will be for the account of the Seller or RLC Management B.V. and which in the absence of the Fiscal Unity would have been for the account of the Company, as a consequence of the application of section 24 of the Dutch 1990 Tax Collection Act (Invorderingswet 1990), to the extent any Tax payable by the Company is actually reduced. 11.3 The Seller agrees that it shall fully indemnify and hold harmless the Purchaser or, at the option of the Purchaser, the Company, on a euro for euro basis in relation to the period up to and including the date of this Agreement: (i) for any Tax Liability of the Company in connection with the application of Article 39 of the Tax Collection ▇▇▇ ▇▇▇▇ (Invorderingswet 1990) including all costs and expenses incurred by the Purchaser and/or the Company in respect thereof; (ii) for any claim by the Seller or a related entity in respect of the utilization of Tax losses or the allocation of Tax, whether by agreement or by law, over the members of the Fiscal Unity, including all costs and expenses incurred by the Purchaser and/or the Company in respect thereof.
Appears in 1 contract
Sources: Share Purchase Agreement
Fiscal Unity. 11.1 The Seller hereby indemnifies and holds the Purchaser and the Company harmless from and shall compensate the Purchaser and the Company for any Tax Liability which, as a result of the Fiscal Unity, will be for the account of the Company, and which in the absence of such Fiscal Unity would have been for the account of the Seller or RLC Management B.V., as a consequence of the application of section 24 of the Dutch 1990 Tax [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. 24 Collection Act (Invorderingswet 1990).
11.2 The Purchaser hereby indemnifies and holds the Seller harmless from and shall compensate the Seller for any Taxes (whether actually paid or not or incurred by means of set-off, the loss of a deductible item, the loss of tax losses or otherwise) which, as a result of the Fiscal Unity will be for the account of the Seller or RLC Management B.V. and which in the absence of the Fiscal Unity would have been for the account of the Company, as a consequence of the application of section 24 of the Dutch 1990 Tax Collection Act (Invorderingswet 1990), to the extent any Tax payable by the Company is actually reduced.
11.3 The Seller agrees that it shall fully indemnify and hold harmless the Purchaser or, at the option of the Purchaser, the Company, on a euro for euro basis in relation to the period up to and including the date of this Agreement:
(i) for any Tax Liability of the Company in connection with the application of Article 39 of the Tax Collection ▇▇▇ ▇▇▇▇ (Invorderingswet 1990) including all costs and expenses incurred by the Purchaser and/or the Company in respect thereof;
(ii) for any claim by the Seller or a related entity in respect of the utilization of Tax losses or the allocation of Tax, whether by agreement or by law, over the members of the Fiscal Unity, including all costs and expenses incurred by the Purchaser and/or the Company in respect thereof.
Appears in 1 contract