Indemnification for Taxes Clause Samples

Indemnification for Taxes. (a) All payments hereunder and under any of the Facility Documents (including payments on account of principal and interest and fees) shall be made by the Borrowers without deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed by any jurisdiction ("Taxes"). If a Borrower is required by law to make any deduction or withholding of any Taxes from any payment due hereunder or under any of the Facility Documents, then the amount payable will be increased to such amount which, after deduction from such increased amount of all Taxes required to be withheld or deducted therefrom, will not be less than the amount due and payable hereunder had no such deduction or withholding been required. Notwithstanding the foregoing, Taxes shall not include, and no such additional amounts shall be payable in respect of: (i) any tax imposed on the overall net income of the Lending Office of any Bank in respect of which the relevant payment is made to the jurisdiction in which such Bank is organized, in which such Bank's Lending Office is located or in which such Bank is managed and controlled; or (ii) any such deduction or withholding which would not have been required to be so deducted or withheld if the Bank to which such payment was made had at the date of payment been either: (A) a Bank carrying on a bona fide banking business in the United Kingdom recognized by the Inland Revenue Service and bringing the interest payable hereunder into account as a trading receipt of such business; or (B) resident in a country with which the United Kingdom has an appropriate Double Taxation Treaty giving exemption from United Kingdom taxation on interest and had any necessary application thereunder been made (except that this Section 3.6(a)(ii) shall not operate to prevent a Bank receiving such additional amounts to the extent that such amounts become payable solely as a result of any revocation or repeal of, or any change in, or any published change in the interpretation or application of, any relevant law or the practice of the Inland Revenue Service or the provisions of a double taxation treaty since the date of this Agreement). (b) If any additional amounts shall become payable pursuant to Section 3.6(a), the applicable Borrower and the Bank concerned will discuss in good faith with a view to determining whether any means (not being detrimental in the opinion of such Bank to any of such Bank's interest...

Indemnification for Taxes. (a) Seller Parties shall, jointly and severally, indemnify Buyer and its Affiliates, including, after the Closing, the Company (each herein sometimes referred to as an “Indemnified Taxpayer”), against, and protect, save and hold harmless each Indemnified Taxpayer from, any and all Damages directly resulting from: (i) any Taxes of the Company allocable to any period ending on or prior to the Closing Date or, as provided in Section 7.3(b), allocable to the pre-Closing portion of any period that begins on or before and ends after the Closing Date; (ii) any Taxes of any other Person imposed on the Company (or Buyer as a result of the Company being a disregarded entity post-Closing) (A) as a result of any written Tax sharing or Tax allocation agreement in effect on or prior to the Closing Date, (B) as a transferee or successor, or otherwise under applicable Legal Requirements (which Taxes described in this clause (B) relate to an event or transaction occurring on or prior to the Closing Date), or (C) by reason of being a member, partner or similar owner of an equity interest in a partnership, limited liability company or other entity classified as a partnership pursuant to Treasury Regulation Section 301.7701-3 or any similar provision of state, local or foreign Legal Requirements; (iii) the portion of any Transfer Taxes that are the responsibility of Sellers pursuant to Section 7.2(d); or (iv) any breach of or failure to perform any representation, warranty, covenant or agreement in this Agreement relating to Taxes or Tax Returns. (i) If a written claim is made by any Tax Authority that, if successful, would result in the indemnification of an Indemnified Taxpayer, the Indemnified Taxpayer shall promptly notify Seller Representative in writing of such fact; provided that any failure to give such notice will not waive any rights of the Indemnified Taxpayer except to the extent the rights of the indemnifying party are actually materially prejudiced. (ii) Seller Representative shall have the right to defend against any claim under subsection (b)(i) at Sellers’ expense and with counsel of Seller Representative’s choice so long as (A) Buyer is kept reasonably informed of the status and progress of such claim and related proceedings, (B) Buyer and B▇▇▇▇’s counsel are allowed to participate at B▇▇▇▇’s expense in such claim and related proceedings, (C) Seller Representative’s counsel with respect to such claim is approved by Buyer in its reasonable discretion and Sell...

Indemnification for Taxes. Borrowers shall indemnify Bank for the full amount of Taxes (including penalties, interest, expenses and Taxes arising from or with respect to any indemnification payment) arising therefrom or with respect thereto, whether or not the Taxes were correctly or legally asserted. This indemnification shall be made on demand. If Borrowers make a payment under Section 9.1 or this Section 9.2 for account of Bank and Bank reasonably determines that it has received or been granted a credit against or relief or remission for, or repayment of, any Tax paid or payable by it in respect of or calculated with reference to the deduction or withholding giving rise to such payment, Bank shall, to the extent that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to Borrower such amount as Bank shall have reasonably determined to be attributable to such deduction or withholding. The amount paid by Bank to Borrowers pursuant to the immediately preceding sentence shall not exceed: (x) in the case of a refund of cash, the amount of cash refunded to Bank with respect to such Tax; or (y) in the case of a refund taking the form of a credit against Tax, the economic benefit to Bank with respect to the amount received as credit with respect to such Tax. Borrowers further agree promptly to return to Bank the amount of any credit or refund actually paid to Borrowers by Bank if Bank is required to repay it.

Indemnification for Taxes. Borrower agrees to indemnify each Lender and Administrative Agent for the full amount of Taxes and Other Taxes which Borrower is obligated to pay under this Section 4.6 (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this SECTION 4.6) paid by such Lender or Administrative Agent (as the case may be) and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto.

Indemnification for Taxes. (a) Seller shall indemnify and hold harmless the Buyer Indemnitees from and against: (i) Taxes for all Pre-Closing Tax Periods of the Transferred Companies and the Selling Companies (in the case of the Selling Companies, to the extent Related to the Business), (ii) Taxes for all Tax periods of the Selling Companies, (iii) Taxes for all Pre-Closing Tax Periods of any Affiliated Group to which any of the Transferred Companies was a member on or prior to the Closing, (iv) Taxes for all Tax periods relating to Excluded Assets or Excluded Liabilities, (v) Taxes for all Pre-Closing Tax Periods relating to the respective businesses or operations of the Selling Companies, to the extent Related to the Business, or to the ownership or use of the Transferred Assets or the Assumed Liabilities, and (vi) Taxes of any Person imposed on any the Transferred Companies as a transferee or successor, by contract (other than a contract entered into the in the Ordinary Course, the primary subject matter of which is not Taxes) or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing (collectively, the “Indemnified Taxes”). (b) Buyer shall indemnify and hold harmless the Seller Indemnitees from and against (i) Taxes of the Transferred Companies for all Post-Closing Tax Periods, (ii) Assumed Tax Liabilities, (iii) Taxes arising out of any action taken, or out of any failure to take any action, outside the ordinary course of business by Buyer or any of its Affiliates after the Closing, (iv) VAT payable by Buyer and its Affiliates under Section 10.3 and (v) Transfer Taxes payable by Buyer and its Affiliates under Section 10.4. For avoidance of doubt, Buyer shall in no event be required to indemnify and hold harmless the Seller Indemnitees from and against any Taxes that are Indemnified Taxes. (c) Subject to Section 10.8(g), any indemnity payment for Taxes to be made pursuant to this Section 10.1 shall be paid within thirty (30) Business Days after any Buyer Indemnitee claiming it is entitled to indemnification under this Article X (the “Indemnified Tax Party”) makes written demand upon the other Party, but in no case earlier than five (5) Business Days prior to the date on which the relevant Taxes (including, for the avoidance of doubt, any estimated Tax payments or Tax deposits) are required to be paid to the relevant Governmental Authority.

Indemnification for Taxes. (a) Seller shall indemnify and hold harmless the Buyer Indemnified Persons from any and all Indemnifiable Losses to the extent arising out of the following: (i) any Taxes with respect to the Company for all Pre-Closing Tax Periods (including all Taxes attributable to the Restructuring), except: a. to the extent any such Tax is attributable to an adjustment that results in an increase in the taxable income of the Company for any Pre-Closing Tax Period and an equal or greater decrease in the taxable income of the Company in a Post-Closing Tax Period; and b. to the extent of any accrued liability for Taxes taken into account in the calculation of the Final Adjustment Amount; (ii) any Tax Liability of any member of the Seller Group other than the Company pursuant to any provision of joint and several liability under Treasury Regulation Section 1.1502-6 (and any corresponding provision of state, local, or foreign law; (iii) any liability for Taxes, or any liability attributable to any Tax, for which the Company may be liable, imposed on or attributable to any Person other than the Company for or with respect to any Pre-Closing Tax Period or portion thereof , as a transferee or successor or by contract (other than contracts entered into in the ordinary course of business or pursuant to commercial lending arrangements)); (iv) any breach of any representation or warranty set forth in Section 3.10(d), (f), (j), (l), (m), (n), (o) or (p) or Section 3.25 (without regard to any materiality or Material Adverse Effect qualifier contained therein); (v) any breach or nonfulfillment of any agreement or covenant set forth in this Article VIII; or (vi) Seller’s share of any Conveyance Taxes under Section 8.5. (b) Buyer agrees to indemnify and hold harmless the Seller Indemnified Persons from and against (i) any and all liabilities for Taxes with respect to the Company for all Post-Closing Tax Periods and (ii) Buyer’s share of any Conveyance Taxes under Section 8.5. (c) For purposes of this Agreement, Taxes for a Straddle Period shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in the following manner: (i) in the case of Taxes based on or measured by income, gain, or receipts, or related to the actual or deemed sale or transfer of property, or which are withholding Taxes, such Taxes shall be allocated based on an interim closing of the books as of the day on which the Closing occurs (except that exemptions, allowances, deductions or similar...

Indemnification for Taxes. Other than payments required under this Agreement, the GM Investor shall indemnify and hold harmless the Company and any of its Subsidiaries from any Taxes (as such term is defined in the Purchase Agreement) imposed on the Company or any of its Subsidiaries pursuant to Treasury Regulations Section 1.1502-6 (or any analogous or similar provision of U.S. state or local, or non-U.S. law) as a result of being a member of (i) the GM Consolidated Group or (ii) any other affiliated, consolidated, combined or unitary group of which (A) the GM Investor, (B) the GM Parent, (C) any Affiliate or direct or indirect Subsidiary of the GM Parent (other than the Company or any of its Subsidiaries) or (D) any member of the GM Consolidated Group (other than the Company or any of its Subsidiaries) was a member prior to a Deconsolidation.

Indemnification for Taxes. The Loan Parties shall jointly and severally indemnify Administrative Agent, Issuing Bank and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by Administrative Agent, Issuing Bank or such Lender or required to be withheld or deducted from a payment to Administrative Agent, Issuing Bank or such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered to the Loan Parties by Issuing Bank or a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of Issuing Bank or a Lender, shall be conclusive absent manifest error. Notwithstanding any contrary provision in this Agreement, the obligation of the Loan Parties under this Section 3.11 shall survive the payment in full of the Obligations and the termination of this Agreement.

Indemnification for Taxes. Each Obligor indemnifies each Secured Party for the full amount of Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.1) paid by such Secured Party and any liability (including interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Each payment required to be made by an Obligor in respect of this indemnification shall be made to the Administrative Agent for the benefit of any party claiming such indemnification within thirty (30) days from the date such Obligor receives written demand therefor from the Administrative Agent on behalf of itself as Administrative Agent or any such Secured Party. If any Secured Party receives a refund in respect of any Taxes paid by an Obligor under this clause (c), such Secured Party shall promptly pay to such Obligor such Obligor’s share of such refund as reasonably determined by such Secured Party.