Seller’s Tax Indemnification Sample Clauses

Seller’s Tax Indemnification. Sellers shall defend, indemnify and hold harmless Purchaser from and against (i) any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or operations of the Sellers or Former Tax Parent with respect to the Purchased Assets, attributable to any taxable period ending on or prior to the Closing Date (“Pre-Closing Taxes”), (ii) with respect to any taxable period beginning before and ending after the Closing Date (the “Overlap Period”), any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or the operations of the Sellers or Former Tax Parent with respect to the Purchased Assets, attributable to the period ending on the Closing Date (“Overlap Period Taxes”), (iii) any and all Transfer Taxes, and (iv) any Liabilities arising from a breach by Sellers of their covenants in this ARTICLE VIII. For purposes of the Overlap Period, Taxes shall be attributable to the period ending on the Closing Date, and: (A) in the case of Taxes imposed on a periodic basis or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period; and (B) in the case of all other Taxes, to the extent of any Taxes that would be payable if the taxable year ended on the Closing Date.
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Seller’s Tax Indemnification. Seller hereby agrees to protect, defend, indemnify and hold harmless Buyer from and against, and agrees to pay all Taxes associated with the Business and the Assets for all periods ending on or before the Closing Date and Taxes under Section 3.1(c).
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Seller’s Tax Indemnification. (a) From and after the Closing, Seller shall be liable for, and shall indemnify each Buyer Party and its officers, directors, partners, shareholders, members, employees, agents and representatives against and hold them harmless from (i) all liability for Taxes of the Companies with respect to any Pre-Closing Tax Period, (ii) for the portion of any Straddle Period ending at the close of business on the Closing Date (as determined in accordance with Section 7.1(d)); (iii) Taxes imposed on any Company as a result of being a member of a consolidated, combined, unitary or similar group prior to the Closing Date, by reason of the liability of any of the Companies pursuant to U.S. Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (iv) all liability for Taxes of the Companies arising (directly or indirectly) as a result of the transactions contemplated pursuant to this Agreement, (v) any breach of any representation or warranty contained in Section 4.10 hereof or covenant contained in Section 6.1(a)(vi) hereof or this Article VII, (vi) any Liability for Taxes attributable to or imposed upon Seller or its Affiliates, or attributable to or imposed upon the Assets for the Pre-Closing Tax Period, including any transfer Taxes described in Section 7.8, and (vii) all liability for reasonable legal fees and expenses attributable to any item in the foregoing clauses.
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Seller’s Tax Indemnification. Seller hereby agrees to protect, defend, indemnify and hold harmless Buyer from and against, and agrees to pay all Taxes associated with the Business and the Brownsville Terminal Assets for all periods ending on or before the Closing Date, including, without limitation, Taxes under Section 3.1(c). .
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Seller’s Tax Indemnification. Seller shall indemnify and hold harmless Purchaser from and against (a) any and all Seller Income Taxes, (b) any and all Taxes (other than Seller Income Taxes) imposed on or with respect to the Project Assets or Seller attributable to any Pre-Closing Tax Period (“Pre-Closing Taxes”), and (c) any Taxes arising from a breach by Seller of its representations, warranties and covenants in this ARTICLE IX. Taxes for an Overlap Period shall be allocated to the Pre-Closing Tax Period (i) ratably based on the number of days in the Straddle Period that are in the Pre-Closing Tax Period if they are imposed on a periodic basis and (ii) based on an interim closing of the books if they are based upon or related to income or receipts. For the avoidance of doubt, the limitations of liability contained in ARTICLE VIII shall not apply with respect to any indemnification claim under this Section 9.3.
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Seller’s Tax Indemnification. Sellers shall indemnify the Company, Buyer, and each Buyer Indemnitee (as defined in Section 8.01) and hold them harmless from and against (a) any loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys' fees and the cost of enforcing any right to indemnification under this Agreement, "Losses") attributable to any breach of or inaccuracy in any representation or warranty made by such Seller in Section 3.15, but not to exceed the amount of the Purchase Price actually received by such Seller (the “Seller’s Purchase Price”); and (b) any Loss attributable to any breach or violation of, or failure fully to perform, any covenant, agreement, undertaking, or obligation of such Seller in ARTICLE VI but not to exceed the amount of the Seller’s Purchase Price; (c) all Taxes of the Company or relating to the business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and (e) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys' and accountants' fees) incurred in connection therewith. Sellers shall reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 6.03 within ten (10) business days after payment of such Taxes by Buyer or the Company. The term "Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.
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Seller’s Tax Indemnification. Seller shall indemnify and hold harmless Purchaser from and against (a) any and all Seller Income Taxes, (b) any and all Taxes (other than Seller Income Taxes) imposed on or with respect to the Project Assets or Seller attributable to any Pre- Closing Tax Period (“Pre-Closing Taxes”), and (c) any Taxes arising from a breach by Seller of its representations, warranties and covenants in this ARTICLE IX. Taxes for an Overlap Period shall be allocated to the Pre-Closing Tax Period (i) ratably based on the number of days in the Straddle Period that are in the Pre-Closing Tax Period if they are imposed on a periodic basis and
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Seller’s Tax Indemnification. Purchaser shall indemnify, defend and hold harmless Seller Indemnified Persons from and against and in respect of all Seller Losses incurred by Sellers any of the Purchaser Indemnified Persons that arise out of:
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Seller’s Tax Indemnification. In addition to any indemnification provided in Section 8.1 hereto, after the Closing Date, Seller shall indemnify, hold harmless and defend Buyer and USRR from and against any liability with respect to (i) Seller's Taxes (including, but not limited to, those Taxes arising on account of the sale of the Shares hereunder); (ii) USRR's Taxes attributed to or appointed to any period on or before the Closing Date to the extent the liability therefore exceeds the liability for USRR's accrued Taxes reflected in USRR's books of account as of the November Balance Sheet , as may be specifically identified in a schedule of such Taxes to be delivered by Seller to Buyer on the Closing Date, and (iii) any liability resulting from USRR being liable for any Taxes of Seller or of any consolidated group of which USRR was a member prior to the Closing Date pursuant to Treasury Regulations ss. 1.1502-6 or any analogous state or local tax provision. Seller shall pay such amounts as it is obligated to pay to Buyer under the preceding sentence within five business days after payment of any applicable Tax liability by Buyer or USRR. Buyer and Seller agree that any indemnification payments made pursuant to this Section 8.2 shall be treated for tax purposes as an adjustment to Purchase Price, unless otherwise required by applicable law.
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Related to Seller’s Tax Indemnification

  • Tax Indemnification (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

  • Tax Indemnifications (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Buyer’s Indemnification Provided that the Closing occurs, Buyer shall release, defend, indemnify and hold harmless the Seller Indemnitees from and against any and all Losses suffered by such Seller Indemnitees arising out of or related to:

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

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