Tax Indemnity by Seller Sample Clauses

Tax Indemnity by Seller. Subject to the limitation set forth in Section 8.2.6, the Seller shall be liable for, and shall indemnify, defend and hold the Purchasers, the Transferred Subsidiaries and any successor entities thereto or Affiliates thereof harmless from and against, without duplication, (a) except as provided in Section 5.9.13, all Tax liabilities of the Seller or its Affiliates or the Transferred Subsidiaries or with respect to the Transferred Assets for any Pre-Closing Period or imposed on the steps set forth in Part B of Section 5.21 of the Seller's Disclosure Schedule (other than Tax liability arising as a result of the application of Treasury Regulation ss. 1.1502-6 or any similar provision of state, local or foreign Tax Law), (b) any Tax that is imposed on the Reorganization including Transfer Taxes imposed on the Reorganization (provided that the Seller shall be treated as having paid to the Purchasers the Estimated Reorganization Tax Amount minus the amount, if any, paid by the Purchasers to the Seller pursuant to Section 5.9.16 plus the amount, if any, paid by the Seller to the Purchasers (or on behalf of the Purchasers or any of the Transferred Subsidiaries) pursuant to Section 5.9.16), (c) any Tax liability of the Transferred Subsidiaries for a Pre-Closing Period arising as a result of the application of Treasury Regulation ss. 1.1502-6 or any similar provision of state, local or foreign Tax Law to the extent such Tax liability arises from inclusion of any of the Transferred Subsidiaries in the Consolidated Group of which the Seller or Betz (or any Subsidiary of the Seller or Betz with respect to taxablx xxriods during which such Subsidiary is xx was a Subsidiary of the Seller or Betz) is or was the common parent (which, for the avoidance of doubt, xxes not include any Consolidated Group of which an entity set forth on Section 5.9.1 of the Seller's Disclosure Schedule (or any Affiliate thereof with respect to taxable periods during which such Affiliate was an Affiliate of an entity set forth on Section 5.9.1 of the Seller's Disclosure Schedule) is or was the common parent), (d) any and all Taxes imposed on or with respect to the Excluded Assets and Excluded Liabilities, (e) any Tax liability that would not have arisen but for a breach or inaccuracy in any of the representations contained in Sections 3.7.7(A) or (C), 3.7.8 or 3.7.13 in each case determined without regard to materiality or any breach by the Seller of any covenant or agreement of the Seller conta...
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Tax Indemnity by Seller. Seller is responsible for and agrees to indemnify, defend and hold harmless Buyer and the Company from and against: (i) any Taxes imposed on or with respect to the Company with respect to any Pre-Closing Tax Period; (ii) with respect to Straddle Periods, any Taxes imposed on or with respect to the Company which are allocable, pursuant to Section 8.2, to the portion of such period ending on the Closing Date; (iii) any Taxes imposed on the Company by reason of being a member of any affiliated, consolidated, unitary, or combined group for a Tax period ending on or before the Closing Date (including Taxes imposed by reason of Treasury Regulations Section 1.1502-6 or any comparable provision of state, local or foreign law) or as a transferee or successor under any Tax allocation, sharing or assumption agreement or by operation of Law with respect to such period; (iv) any Taxes or Damages imposed on or incurred by Buyer or the Company arising out of or resulting from any inaccuracy in or breach of any representation or warranty under Section 3.18 (including, without limitation, any Taxes or Damages resulting from a reduction by any Tax Authority of the amount of the deferred tax assets set forth in Section 3.18(i)) or breach or non-performance of any covenant or agreement in Section 5.1(b)(viii) or this Article VIII; (v) Seller’s portion of any Transfer Taxes as determined under Section 8.11; and (vi) all excise taxes imposed under
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Tax Indemnity by Seller. Upon the terms and subject to the conditions set forth in this Section 11(b), Seller shall indemnify and hold harmless the Purchaser and Company against and will reimburse Purchaser or Company for:
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Tax Indemnity by Seller. (a) Seller or Parent shall pay or cause to be paid, and, jointly and severally, shall indemnify Purchaser and its Affiliates (including the Transferred Entities, effective from and after Closing) (each, a “Purchaser Tax Indemnitee”) and hold each Purchaser Tax Indemnitee harmless from and against (i) any Excluded Taxes, (ii) any Taxes attributable to any breach of any covenant or agreement of, or any representation or warranty in Section 3.12 made by, Seller contained in this Agreement without regard to the terms “material,” “materiality,” “Material Adverse Effect,” and other similar or correlative qualifications, (iii) any Transfer Taxes that Seller is responsible for under Section 7.11 and (iv) all costs and expenses, including reasonable advisory fees and expenses, attributable to any item described in clauses (i) through (iii) of this Section 7.1(a).
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Tax Indemnity by Seller. Seller shall be liable for and indemnify the Buyer Indemnified Parties for any Taxes or any liability under any Tax sharing, Tax allocation, Tax reimbursement, Tax indemnification or similar agreement (other than commercial agreements with third parties not primarily related to Taxes), imposed on or with respect to the Company or for which the Company may otherwise be liable for any taxable year or period that begins before the Closing and ends on or before the Closing Date (a “Pre-Closing Period”) and, with respect to any taxable year or period beginning on or before and ending after the Closing Date (a “Straddle Period”), the portion of such taxable year or period ending at the end of the Closing Date. For the absence of doubt, the Tax indemnity in this Section 6.7 is intended to cover any such Taxes imposed on the Company under Treasury Regulations Section 1.1502-6 (and corresponding provisions of state, local or foreign Law) as a result of being a member of the Parent Combined Group on or prior to the Closing Date, or as a result of transferee or successor liability. With respect to any Tax, this indemnity and, to the extent it covers the subject matter of this Section 6.7, the indemnity in Section 9.2(a), shall survive until the date that is sixty (60) days after the relevant Tax Authority is no longer entitled to assess or reassess any Person in respect of such Tax.
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Related to Tax Indemnity by Seller

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Unit(s) and Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project, Unit(s), Seller’s Portfolio, or Site(s); (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates and a Customer in Seller’s Portfolio; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, Seller’s Affiliates, Customers or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N681FE), dated as of June 15, 1998, between the Lessee and the Owner Participant.

  • Tax Indemnification The Sellers and the Indemnifying Members shall, jointly and severally, indemnify the Company, Purchaser, and each Purchaser Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.24; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) all Taxes of the Company and its Affiliates or relating to the Business for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor thereto) 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 for a Pre-Closing Tax arising under the principles of transferee or successor liability or by contract or any Law, relating to an event or transaction occurring on or before the Closing Date. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Sellers and Indemnifying Members shall jointly and severally reimburse Purchaser for any Taxes of the Company that are the responsibility of the Sellers and/or Indemnifying Members pursuant to this Section 7.3 within five (5) Business Days prior to the date payment of such Taxes by Purchaser, the Company or any of its Affiliates are required to be paid. Notwithstanding the foregoing, in the case of clauses (c), (d), and (e) above, the Indemnifying Members shall not be liable for (i) any Taxes taken into account and included in determining Indebtedness or Net Working Capital and (ii) any Transfer Taxes which are the responsibility of Purchaser under Section 7.1(b).

  • Seller’s Indemnity Seller warrants that it has complied, and will comply, with all federal, state and local laws, regulations and directives that may relate to this Order, and that Seller shall obtain all permits or licenses required for the manufacture, sale, shipment and installation of the goods, or for the provision of the services, ordered hereunder. Seller agrees that any services to be rendered or goods to be furnished by Seller under this Order shall be rendered or furnished as an independent contractor, and is at Seller’s risk as to the methods, processes, procedures and conduct of the work. Seller shall be solely responsible for understanding the methods, processes, procedures and conduct of the work, including control of the associated hazards thereof, to assure the safety of its performance and that of its subcontractors and suppliers under this Order, and for the protection of all persons, premises or facilities involved in said performance, whether on Seller’s property, Aerojet’s property or elsewhere. Seller will indemnify, defend, and hold harmless Aerojet and its duly authorized representatives, including Officers and Directors, from and against any and all losses, liabilities, damages, claims, demands, liens, subrogation, suits, actions, sanctions, expenses and administrative or other proceedings, including court costs and reasonable attorneys fees, to the extent arising from the performance of Seller’s work, or that of its subcontractors or suppliers, and resulting or alleged to have resulted from any defect in design, workmanship or materials, or from any negligence or malfeasance, or from any breach of applicable laws, regulations, safety standards or directives, but excluding Aerojet’s sole negligence or willful misconduct. Seller will promptly advise Aerojet of any such suit, action or proceeding which may be brought or threatened against Aerojet or Seller and, at Aerojet’s election and request, assume full responsibility for its defense. The provisions of this paragraph shall survive the termination, cancellation or completion of this Order.

  • Tax Indemnity (a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

  • Seller Indemnity Seller will indemnify, defend and save Buyer harmless from, against, for and in respect of the following:

  • Indemnity by You You will indemnify Siemens, our suppliers and contractors, and each of their respective employees, officers, directors, and representatives from and against, and, at Siemens’ option, defend Siemens from, any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services; (iii) any breach by you of the DSA; (iv) operation, combination, or use of the Services in conjunction with any of Your Content and/or in conjunction with any Third Party software, materials, or services; (v) an adjustment or configuration of the Services made by you or a Third Party to which you facilitate or permit access to the Services, including Users; (vi) our compliance with designs, plans, or specifications provided to us by you or on your behalf; (vii) any claims by any User or any Third Party to which you facilitate or permit access to the Services; (viii) your use of Siemens’ trademarks, designations, and logos in breach of the authorization granted to you in a Specification Document; and (ix) the use of a Service for the operation of or within a High Risk System, if the functioning of a High Risk System depends on the proper functioning of a Service or a Service caused a High Risk System to fail. Section 7.1.1 shall apply mutatis mutandis.

  • Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.

  • 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.

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