Liability for Taxes 18 Sample Clauses

Liability for Taxes 18. 3.1 The Sellers hereby agree to jointly and severally (conjointement et solidairement) indemnify and hold harmless the Purchaser (and/or, at the Purchaser’s sole discretion, any member(s) of the Purchaser’s Group as directed by the Purchaser), for any Losses incurred by the Purchaser, any member of the Purchaser’s Group or any Target Company and, upon request of the Purchaser, and any of the Target Companies, arising, directly or indirectly, from or in connection with: (i) any breach or inaccuracy of any of the Representations and Warranties made by the Sellers set forth in Article 10.10 (the “Tax Warranties”);

Related to Liability for Taxes 18

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • NOW, THEREFORE the parties hereto agree as follows:

  • Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.