Income Tax Indemnification. (a) Lessee acknowledges that Lessor is the owner of the Equipment for state law and Federal income tax purposes and that the most accelerated depreciation or cost recovery deductions on the full amount of the Equipment cost will be available to Lessor. Lessee acknowledges that Lessor intends to claim and take the depreciation deductions ("Depreciation Deductions") with respect to the Equipment in accordance with Section 168 of the Internal Revenue Code of 1986, as amended (the "Code").
Income Tax Indemnification. In the event that the Internal Revenue Service or other taxing authority determines that any amounts received by Employee constitute taxable income to the Employee rather than (i) expense reimbursements under an accountable reimbursement plan by the Company, or (ii) expense reimbursements for out of town travel, the Company will reimburse Employee, within 30 days of written notification from Employee of such determination and specification of the amounts due, the amount of any income tax and self-employment tax along with interest and penalties thereon required to be paid by the Employee. Such reimbursement will include the amounts of any incremental tax incurred as a result of the reimbursement. Employee agrees that he will take all reasonable steps necessary to prevent such a determination by the Internal Revenue Service or other taxing jurisdiction.
Income Tax Indemnification. (i) Except to the extent Income Taxes are reserved for in the Balance Sheet (excluding any reserve for deferred Income Taxes), and subject to Section 8.9, the Seller agrees to be responsible for and to indemnify and hold the Purchaser Indemnified Parties harmless from and against:
Income Tax Indemnification. (i) From and after the Closing, the Indemnifying Parties shall (on the same terms as set forth in the first sentence of Section 9.2(a)) indemnify, save and hold harmless the Indemnified Parties (including for this purpose, the Acquired Companies) from and against any and all Damages, including lost federal, state and local Income Tax benefits of the Acquired Companies after the Closing Date resulting from Parent (or an Affiliate of Parent) not being entitled to make an effective election under Section 338(h)(10) of the Code with respect to the purchase of the Shares under this Agreement, incurred in connection with, arising out of, resulting from or incident to:
Income Tax Indemnification. Seller shall indemnify Buyer and its affiliates (including the Company and the Subsidiaries) against (i) all liability for Income Taxes of the Company or the Subsidiaries for the Pre–Closing Tax Period excluding the Closing Date except as provided in Section 11(a)(iii) and 11(a)(iv) hereof; (ii) all liability (as a result of Treasury Regulation §1.1502–6(a) or otherwise) for Income Taxes of Seller or any other corporation (other than the Company or the Subsidiaries) affiliated at any time before the Closing with the Company or the Subsidiaries; (iii) all liability of Buyer or any of its affiliates for United States federal Income Taxes to the extent such liability results from the Section 338(h)(10) Election required by Section 12(g) of this Agreement (including Income Taxes attributable to a deemed sale of assets under Section 338(a) of the Code, but excluding Income Taxes attributable to extraordinary transactions (other than the Section 338(h)(10) Election) occurring at Buyer’s direction on the Closing Date after the Closing); (iv) all liability of Buyer or any of its affiliates for Income Taxes imposed by any other jurisdiction, to the extent such liability results from the Section 338(h)(10) Election or any comparable election under such jurisdiction’s Tax laws required by Section 12(g) of this Agreement (including Income Taxes attributable to a deemed sale of assets under Section 338(a) of the Code or a comparable provision, but excluding Income Taxes attributable to extraordinary transactions (other than the Section 338(h)(10) Election or comparable elections) occurring at Buyer’s direction on the Closing Date after the Closing); (v) all liability for breaches of the representations and warranties set forth in Section 4(h) relating to Income Taxes; and (vi) all liability for reasonable legal fees and expenses attributable to any item in clause (i) through (v) above. Notwithstanding the foregoing, Seller shall not indemnify Buyer or Buyer’s affiliates (including the Company and the Subsidiaries) against any liability for Income Taxes attributable to a breach by Buyer of its obligations under this Agreement. Buyer shall, and shall cause the Company and the Subsidiaries to, indemnify Seller and its affiliates against (i) all Income Tax liability of the Company or the Subsidiaries for the Closing Date and periods thereafter (other than Income Taxes of the Company or the Subsidiaries for which indemnification by Seller has been expressly provided under t...
Income Tax Indemnification. (a) The Shareholder shall be liable for and shall pay (and shall indemnify and hold Buyer and its Affiliates harmless from and against) all Income Taxes with respect to M&M for any Pre-Closing Tax Period (a “Tax Loss”); provided, however, the Shareholder shall be liable only to the extent such Income Taxes exceed the amount, if any, reserved for Income Taxes on the Interim Balance Sheet; provided further that the Shareholder shall also be responsible for Tax Losses attributable to any increase in Income Taxes payable by M&M that is attributable to: (i) any deduction, credit or transaction that is shifted as a result of any Final Determination from a taxable year beginning after the Closing Date to a taxable year ending on or before the Closing Date; or (ii) any income or transaction that is shifted as a result of any Final Determination from a taxable year ending on or before the Closing Date to a taxable year ending after the Closing Date. For purposes of this Agreement, a “
Income Tax Indemnification. (i) Sellers, jointly and severally, shall indemnify and hold harmless, on an after tax basis, Buyer from and against any liability for Taxes of Available Money, including any taxes imposed under Code Section 1374, resulting from the operations or activities of Available Money prior to the Effective Date, or the manner in which Available Money or Sellers treated certain items (including the making of any elections under the Code or applicable state income tax provisions) for income tax purposes, prior to the close of business on the Closing Date.
Income Tax Indemnification. This Agreement has been entered into on the assumption that this Agreement will be treated for Federal income tax purposes as a true lease and Lessor will be treated as the owner and lessor of the Equipment and Lessee will be treated as the lessee of the Equipment.
Income Tax Indemnification. The Company will claim deductions on all of its federal, state and local income or franchise Tax Returns in respect of all assets of the Business described in Code section 197(d) (an "Intangible Deduction"). To the extent an Intangible Deduction taken by the Company is finally disallowed by any Governmental Authority for any reason, including by reason of application of Code section 197(f)(9), upon receipt of a written notice of such disallowance which states the amount of the disallowed Intangible Deductions, Seller shall promptly pay Purchaser (x) 50% of the amount of the Company's actual increased liability for Taxes that results from the disallowed Intangible Deductions plus (y) 50% of the amount of Intangible Deductions disallowed for each future Company tax period, multiplied by the highest rate of tax applicable to the Company in the jurisdiction of the Governmental Authority disallowing the Intangible Deductions in effect in the tax year of the disallowance and discounted by 8 1/2% per annum from the future year of deduction. The parties agree to treat any and all such payment by Seller to Purchaser as an adjustment to the Purchase Price on all Tax Returns and any other relevant documents of the parties. If and to the extent that (x) the transactions contemplated hereby shall be finally determined not to be a taxable sale of the Business to the Company by any Governmental Authority and (y) the Company receives depreciable or amortizable basis in any assets of the Business that resulted from any disallowed deductions claimed by Seller on Seller's tax return filed with any Governmental Authority for the tax period including these transactions, then the Company shall promptly pay to Seller an amount equal to 50% of the amount of Seller's actual increased liability for Taxes that results from the deductions claimed by the Seller but disallowed by such Governmental Authority that have generated such additional basis.
Income Tax Indemnification. 7 14.GENERAL INDEMNIFICATION:..................................................8
