Reverse Indemnity Clause Samples

Reverse Indemnity. Subject to occurrence of Closing and the provisions of this Section 4.14, Buyer shall indemnify BOG Seller 1 for any Taxes attributable to the income of or supplies or services rendered or received by BOG in any Pre-Closing Tax Period imposed on BOG Seller 1 as a result of the CIT/TT Fiscal Unity and/or the VAT Fiscal Unity, if the Buyer has materially failed to comply with any of its covenants, obligations or any other kind of commitment set forth in Section 4.14(d), unless and to the extent such failure has not materially prejudiced Seller’s ability to avoid or mitigate such Taxes.

Reverse Indemnity. The Purchaser will indemnify and hold harmless the Seller, TRUMPF and any Affiliate of TRUMPF from and against any Taxes and disadvantages which have to be borne by the Seller, TRUMPF or an Affiliate of TRUMPF and result from (i) any change in law, (ii) any change in the accounting and taxation principles or practices of the Med Companies (including methods of submitting Tax Returns) introduced on or after the Closing Date, unless such change is required by applicable law, (iii) any transaction, action or omission taken by the Purchaser, any of the Med Companies or their Affiliates on or after the Closing Date, or (iv) any material non-compliance of any Med Company, the Purchaser or any of their Affiliates with the procedures set forth in Clause 12.4 or 12.5 with retroactive effect prior to and until the Closing Date.

Reverse Indemnity. Veoneer will indemnify, defend and hold harmless Velodyne from and against any unaffiliated third party claim as well as losses, damages, costs, expenses and liabilities actually awarded to such third party in connection therewith (including reasonable attorneys’ fees) (collectively, “Claims”) arising from or relating to Veoneer’s: (i) breach of this Agreement or (ii) Veoneer’s commercialization or exploitation of the Licensed Products (including, without limitation, Licensed Products as modified to meet Customer expectations, claims relating to product liability, infringement due to changes to the Licensed Product by or on behalf of Veoneer), to the extent not covered by the Velodyne indemnity obligation in Section 5.10 above.

Reverse Indemnity. If, as a result of a Tax or Inclusion Event indemnified hereunder, such Tax Indemnitee for any taxable year actually realizes any credits, deductions, or other tax benefits ("Tax Savings") not otherwise taken into account in computing any payment or indemnity by a Tax Indemnifying Party hereunder (or as a result thereof such Tax Indemnitee shall be entitled to a refund of income tax (or an offset, against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed in Section 2.1 hereof and the other Tax Assumptions, then the Tax Indemnitee shall pay to Tax Indemnifying Party the amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee (and the amount of any such refund, offset, or interest to which such Tax Indemnitee is entitled), plus a “gross-up” for any additional U.S. federal, state or local income tax savings such Tax Indemnitee realizes as a result of such payment (including such “gross-up”). The amount of any Tax Savings with respect to a Tax or Inclusion Event indemnified hereunder shall be computed on the basis of the tax benefits actually realized by such Tax Indemnitee, the rates assumed in Section 2.1 hereof and the other Tax Assumptions. A Tax Indemnitee shall not be obligated to make any payment pursuant to this Section 4.2(c) to the extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Tax Indemnifying Party to such Tax Indemnitee pursuant to this Schedule 7.4B, less (ii) the aggregate amount of all prior payments by such Tax Indemnitee to such Tax Indemnifying Party under this Section 4.2(c), but any such excess shall be carried forward and reduce such Tax Indemnifying Party’s obligations to make subsequent payments to such Tax Indemnitee pursuant to this Schedule 7.4B. Any subsequent disallowance or loss of all or any portion of a reduction in such Tax Indemnitee’s tax liability which reduction was taken into account under this Section 4.2(c) (as a result of a redetermination of the claim giving rise to such payment by such Tax Indemnitee to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss subject to indemnification under this Schedule 7.4B without regard to Section 3.3 hereof.

Reverse Indemnity. 8.4.1 The Purchaser shall pay to the Seller an amount equal to any Tax Benefit occurring after the Effective Date at the level of any Group Company if and to the extent: (a) such Tax Benefit results from an increase of taxable income of any Group Company regarding Pre-Effective Date Periods; and (b) such increase does not result in an actual Tax payment of the respective Group Company due to the fact that the taxable income of the respective Group Company is attributed to or Taxes on such income are assessed against the Seller or any other former direct or indirect shareholders of the respective Group Company. In respect of the calculation of such Tax Benefit, clause 8.2.1(e)(ii) second half sentence shall apply mutatis mutandis. 8.4.2 The Purchaser shall pay to the Seller an amount equal to the amount of Taxes which are imposed on (i) the Seller or, (ii) any former direct or indirect shareholder of any Group Company which are directly or indirectly caused or triggered: (a) by an increase of taxable income of any Group Company regarding Pre-Effective Date Periods due to a change of law after the Effective Date; or (b) by (i) any measure with retroactive effect on the Pre-Effective Date Period initiated by the Purchaser or the Group Companies after the Closing Date or (ii) any change of a Tax Return relating to a Pre-Effective Date Tax or in the exercise of any Tax election right for a Pre-Effective Date Period, unless required under mandatory law or requested and approved in writing by the Seller following the Closing Date; or (c) relating to taxable income of any Group Company regarding the period starting on the Effective Date until the Closing Date. 8.4.3 Clause 8.2.2 above shall apply mutatis mutandis to payment obligations under this clause 8.4 (Reverse Indemnity).

Reverse Indemnity. If Lessee shall be required to pay any amount attributable to Taxes of any Indemnitee for which Lessee is not responsible under this Section 10, such Indemnitee shall reimburse Lessee for the amount of any such excess payment within 5 days after demand therefor.