Shareholder Indemnification for Tax Liabilities. The Shareholders, severally (according to the relative percentage of the outstanding shares of Company common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each hereby indemnify and hold the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the S Short Year and the primary liability of the Shareholders, or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of an amended return, claim for refund, audit, judicial decision or otherwise (each, a “Tax Proceeding”)) to the taxable income of the Shareholders for any period, including the S Short Year or thereafter, which (in the case of this clause (ii)) results in a decrease for any period in the Shareholders’ taxable income and a corresponding increase for any period in the taxable income of the Company.
Shareholder Indemnification for Tax Liabilities. (a) The Shareholders, severally (according to the percentage of the outstanding shares of the Company's Common Stock owned by each Shareholder during the applicable S Corporation Taxable Year from which there is a shift of S Corporation Taxable Income, as referred to hereinbelow, pro rated by number of days of ownership in the case of partial periods of ownership) and not jointly, hereby indemnify and agree to hold the Company harmless from, against and in respect of any federal and state income tax liability (including interest and penalties and any taxes resulting from payments under this Section 2.4(a)), if any, resulting from a final determination of any adjustment (by reason of an amended return, claim for refund, audit or otherwise) to the Shareholders' taxable income resulting in a decrease in the Shareholders' S Corporation Taxable Income and a corresponding increase in the federal or state, as the case may be, taxable income of the Company; provided, however, the amount of any such indemnified tax liability shall be reduced by an amount equal to the refund of state income tax, including interest, received by the Company for state income taxes paid by the Company in respect of any taxable income shifted from an S Corporation Taxable Year to a C Corporation Taxable Year of the Company which is subject to indemnification hereunder; and provided, further, that in no event shall any Shareholder's liability under this Section 2.4(a) exceed the amount of any credit or refund of taxes and interest actually received by such Shareholder as a result of such final determination, related final determination or claim for refund.
Shareholder Indemnification for Tax Liabilities. The Shareholders severally (according to the relative percentage of the outstanding shares of the Company’s common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each hereby agree to indemnify and hold the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the S Short Year or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of a Tax Proceeding) to the taxable income of the Shareholders for any period, including the S Short Year or thereafter, and which (in the case of this clause (ii)) are attributable to a decrease for any period in the Shareholders’ taxable income and a corresponding increase for any period in the taxable income of the Company. Each Shareholder shall pay to the Company cash in an amount equal to: (A)(i) the amount of such increase in the tax liabilities of the Company, plus (ii) any interest and penalties imposed thereon, multiplied by (B) such Shareholder’s percentage of the outstanding shares of the Company’s common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates in proportion to such Shareholder’s ownership of the shares of the Company’s common stock owned by such Shareholder immediately prior to the effectiveness of the revocation of the election to be treated as an S Corporation.
Shareholder Indemnification for Tax Liabilities. The Shareholders severally (according to the relative percentage of the outstanding shares of the Company’s common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each indemnifies and holds the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are either (a) attributable to the S Short Year or (b) incurred by the Company as a result of a final determination of an adjustment (by reason of a Tax Proceeding) to the taxable income of the Shareholders for any period, including the S Short Year or thereafter, and which (in the case of this clause (ii)(b)) are attributable to a decrease for any period in the Shareholders’ taxable income and a corresponding increase for any period in the taxable income of the Company, and (ii) result from the Company failing to qualify as an S Corporation under Section 1361(a)(1) of the Code (as enacted and in effect prior to the Termination Date). Each Shareholder shall pay to the Company cash in an amount equal to: (A)(i) the amount of such increase in the tax liabilities of the Company, plus (ii) any interest and penalties imposed thereon, multiplied by (B) such Shareholder’s percentage of the outstanding shares of the Company’s common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates in proportion to such Shareholder’s ownership of the shares of the Company’s common stock owned by such Shareholder immediately prior to the effectiveness of the revocation of the election to be treated as an S Corporation. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to indemnification payments pursuant to this Section 2.04 from any Shareholder in excess of the amount of the reduction in Shareholder’s actual income tax liability due to a reduction in the Shareholder’s share of the Company’s S corporation taxable income as calculated by the Company applying the Assumed Tax Rate to the amount by which the Shareholder’s taxable income has been reduced by the adjustment.
Shareholder Indemnification for Tax Liabilities. The Shareholders severally (according to the relative percentage of the outstanding shares of the Company’s common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each hereby agree to indemnify and hold the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the Company’s S Corporation Taxable Income for the S Short Year or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of a Tax Proceeding) to the taxable income of the Shareholders for any period, including the S Short Year or thereafter, and which (in the case of this clause (ii)) are attributable to a decrease for any period in the Shareholders’ taxable income and a corresponding increase for any period in the taxable income of the Company.
Shareholder Indemnification for Tax Liabilities. The Shareholder hereby indemnifies and holds the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the S Short Year and the primary liability of the Shareholder, or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of a Tax Proceeding) to the taxable income of the Shareholder for any period, including the S Short Year or thereafter, and which (in the case of this clause (ii)) are attributable to a decrease for any period in the Shareholder’s taxable income and a corresponding increase for any period in the taxable income of the Company.
Shareholder Indemnification for Tax Liabilities. The Shareholders, severally (according to the percentage of the outstanding shares of the Company's common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) hereby indemnify and hold ACSYS harmless from, against and in respect of any federal income tax liabilities of ACSYS, including interest and penalties imposed thereon (and any state and local income tax liabilities as provided by applicable law) (i) which are attributable to any taxable period (or portion thereof) ending on or prior to the Termination Date, or (ii) which are incurred by ACSYS as a result of a final determination of an adjustment (by reason of an amended return, claim for refund, audit, judicial decision or otherwise) to the taxable income of the Shareholders for any period (including, without limitation, the S Short Year) which (in the case of this clause (ii)) results in a decrease for any period in the Shareholders' taxable income and a corresponding increase for any period in the taxable income of ACSYS.
Shareholder Indemnification for Tax Liabilities. Except with respect to any tax jurisdiction that does not recognize S corporations as pass-through entities and to the extent any tax jurisdiction either (i) does not accord S corporation tax treatment to nonresident shareholders or (ii) requires an S corporation to make an affirmative election to be treated as an S corporation and the Company does not make such an election, each Shareholder, severally (according to the percentage of the outstanding shares of the Company's common stock owned by such Shareholder for the year in question) and not jointly, hereby indemnifies and agrees to hold the Company harmless from, against and in respect for any U.S. federal or state income Tax liability (including interest and penalties), if any, resulting from the Company failing to qualify as an S corporation under Code Section 1361(a)(1) (as enacted and in effect prior to the Termination Date), pursuant to a final determination by the applicable taxing authority, for every taxable year on or before the Termination Date as to which the Company filed or files Tax Returns claiming status as an S corporation, provided, however, that the total payments to be made by a Shareholder pursuant to this Section 4.2 shall not exceed the Excess Distributions received by the Shareholder with respect to all taxable years in which such Shareholder was a Shareholder.
Shareholder Indemnification for Tax Liabilities. Except with respect to tax imposed by any tax jurisdiction that does not recognize S corporations as pass-through entities, the Shareholder hereby indemnifies and agrees to hold the Company harmless from, against and in respect of any U.S. federal or state income tax liability (including interest and penalties), if any, resulting from the Company failing to qualify as an S corporation under Code section 1361(a)(1)for any taxable period ending on or prior to the Termination Date (the "Indemnification Period").
Shareholder Indemnification for Tax Liabilities. The Shareholders, severally (according to the relative percentage of the outstanding shares of Company common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each hereby indemnify and hold the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the S Short Year and the primary liability of the Shareholders, or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of an amended return, claim for refund, audit, judicial decision or otherwise) to the taxable income of the Shareholders for any period, including the S Short Year or thereafter, which (in the case of this clause (ii)) results in a decrease for any period in the Shareholders’ taxable income and a corresponding increase for any period in the taxable income of the Company.
