Tax Indemnity and Covenant by Buyer Sample Clauses

Tax Indemnity and Covenant by Buyer. Buyer shall be liable for, and shall hold Seller Indemnified Parties harmless from and against, the following Taxes with respect to the Business: (a) except as provided in Section 10.1, any and all Taxes for any taxable period beginning (or deemed pursuant to Section 10.3 to begin) on or after the Closing Date, due or payable with respect to the Business, (b) any and all Taxes not incurred in the ordinary course of business attributable to the acts or omissions of Buyer or Buyer's Affiliates, after the Closing on the Closing Date, and (c) any sales, transfer, documentary, use, stamp, filing and similar Taxes and fees, whether levied on Buyer, Seller or any of their respective Affiliates, resulting from the transactions contemplated by this Agreement.
Sample 1
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Tax Indemnity and Covenant by Buyer. Buyer shall, and ----------------------------------- shall cause each of the Subsidiaries to timely pay and indemnify Seller, its Affiliates and each of their respective officers, directors and employees and hold them harmless from (a) all liability for Taxes attributable to any Post- Closing Tax Period, except to the extent such Taxes constitute Pre-Closing Taxes; and (b) all liability for reasonable legal fees and expenses incurred with respect to any item indemnified pursuant to clause (a) above. For purposes of this Agreement, "Post-Closing Tax Period" shall mean any taxable period beginning on the Closing Date after 12:01 A.M. or after the Closing Date and the portion of any Straddle Period beginning after 12:01 A.M. on the Closing Date. For purposes of this Agreement, a "taxable period" with respect to any ad valorem tax shall be deemed to be the 12-month period beginning on any assessment date.
Sample 1
Tax Indemnity and Covenant by Buyer. Buyer shall be liable for, and shall hold Seller and any successor corporations thereto or Affiliates thereof harmless from and against, the following Taxes with respect to the Business: (a) any and all Taxes for any taxable period beginning (or deemed pursuant to Section 7.03 to begin) after the Closing Date, due or payable by Buyer with respect to the Business, (b) any and all Taxes not incurred in the Ordinary Course of Business attributable to the acts or omissions of Buyer or Buyer's Affiliates on or after the Closing Date, and (c) except as provided in the proviso of Section 7.01 above, any sales, transfer, documentary, use, filing, recording and similar Taxes and fees, whether levied on Buyer, Seller or any of their respective Affiliates, resulting from the purchase of the Transferred Real Property and the Transferred Assets and the assumption of the Assumed Liabilities pursuant to this Agreement.
Sample 1

Related to Tax Indemnity and Covenant by Buyer

  • Indemnity by Seller Subject to the limitations in this Article X, Seller shall indemnify and hold harmless Buyer and its current and former directors, officers, employees, agents, representatives, Affiliates, successors and assigns (collectively, the “Buyer Indemnified Parties”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, reasonable costs and reasonable expenses (whether or not involving a third party claim), including, without limitation, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any actions and/or suits (commenced or threatened), demands, assessments, judgments, or any claim whatsoever, and any and all amounts paid in settlement of any of the aforementioned (collectively, the “Buyer’s Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Buyer Indemnified Party, directly or indirectly, as a result of, in respect of, connected with, or arising from: (a) any inaccuracy in any representation or warranty of Seller contained in this Agreement; (b) any breach of any covenant or agreement by Seller contained in this Agreement or any Ancillary Agreement; (c) any noncompliance with any bulk sales or fraudulent transfer laws in respect of the transactions contemplated herein; (d) any Employee claim described in Section 9.03 or any Seller Non-Transaction Related WARN Act Liabilities indemnified by Seller pursuant to Section 9.04(a); (e) any Excluded Liabilities; (f) any Taxes payable by Seller pursuant to Section 8.03(b); or (g) the operation of Purchased Business prior to the Closing, except to the extent of an Assumed Liability.

  • REPRESENTATIONS BY AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Subscriber that:

  • Indemnity by Buyer Buyer hereby agrees to indemnify and hold harmless Sellers and the Company, any and all of their respective officers, directors, managers, members, agents and other Affiliates (the “Seller Parties”) from and against any Losses which may be made or brought against the Seller Parties or which the Seller Parties may suffer or incur as a result of, in respect of or arising out of:

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to:

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Representations, Warranties and Covenants of Buyer The Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, as follows:

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations and Covenants of the Company A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

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