Tax Liability and Indemnification Sample Clauses

Tax Liability and Indemnification. USAT makes no representation to Wasserfuhr or his counsel as to the tax liability, if any, on the Settlement Sum. Wasserfuhr agrees that he shall be fully and solely responsible for any and all tax liabilities with respect to the Settlement Sum. In the event that any federal or state taxing authority or other government entity later determines that Wasserfuhr has any unpaid tax liability on the Settlement Sum and/or that USAT should have withheld an additional amount from the payment made to Wasserfuhr or his counsel, in consideration for the payment of the Settlement Sum by USA Technologies, Inc. and other consideration specified herein, Wasserfuhr hereby agrees to fully indemnify, defend, and hold USAT harmless, from any and all tax consequences, fines, liabilities or other legal obligations arising from such unpaid taxes, penalties, and/or interest and for any alleged failure to withhold taxes or other deductions required by law. In the event that any federal, state, or local taxing authority seeks to collect from USAT taxes or interest which would have been collectable from Wasserfuhr, Wasserfuhr hereby agrees to immediately reimburse USAT for those taxes or interest.
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Tax Liability and Indemnification. Xx. Xxxxxxx acknowledges that he has not relied on any statements or representations by the Company or its attorneys with respect to the tax treatment of the Severance Benefits. In the event of an inquiry by any governmental or taxing authority, no Party or Party representative shall assert any position contrary to the terms of this Agreement.
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Tax Liability and Indemnification. As referenced in clause (b) of Section 1 above, the Company will make the Separation Payment as set forth therein, less applicable deductions and withholding taxes. The Company makes no representation as to your tax liability with respect to the Separation Payment or any of the other separation benefits referenced in clause (b) of Section 1 above. Each of you and the Company shall be responsible for its own tax liability, including, but not limited to, any additional taxes, deductions, penalties and interest, as required by applicable laws and regulations. If a court or agency of appropriate jurisdiction finds that you have an additional tax liability with respect the Separation Payment or any of the other separation benefits referenced in clause (b) of Section 1 above, you agree to defend, indemnify and hold harmless the Company and all other Releasees (as defined below) from and against any assessments, penalties, interest and expenses incurred in this regard. The Company shall notify you of any demand or action initiated against it for any such claim. 3.
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Tax Liability and Indemnification. The Company will pay the separation benefits referenced in clause (b) of Section 1 above less applicable deductions and withholding taxes to the extent required by applicable law. The Company makes no representation as to your tax liability with respect to the separation benefits referenced in clause (b) of Section 1 above. Each of you and the Company shall be responsible for its own tax liability, including, but not limited to, any additional taxes, deductions, penalties and interest, as required by applicable laws and regulations. If a court or agency of appropriate jurisdiction finds that you have an additional tax liability with respect any of the separation benefits referenced in clause (b) of Section 1 above, you agree to defend, indemnify and hold harmless the Company and all other Releasees (as defined below) from and against any assessments, penalties, interest and expenses incurred in this regard. The Company shall notify you of any demand or action initiated against it for any such claim. As to any Proceeding brought by someone other than the Company against you and that arises out of your relationship with Shanghai Bird Trading Co., Ltd., the Company shall indemnify you against all Indemnifiable Losses arising out of that Proceeding, except to the extent that you negligently or intentionally caused those Indemnifiable Losses; provided that you shall (a) promptly notify the Doc ID: 7a5778b8c6f85f95e435d91d8389bdd2b28d0dc5
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Tax Liability and Indemnification. (a) Seller shall be liable for and shall indemnify the Company or Buyer from and against (i) any liability for Taxes of or with respect to the Company (including any liability for Taxes under Treasury Regulation Section 1.1502-6 or any similar state, local or foreign law or regulation) through the Closing Date, including the portion of Taxes for a Straddle Period allocable to the period that ends on the Closing Date in excess of any accrual for Taxes included in the calculation of Closing Working Capital, (ii) any Indemnifiable Losses arising out of a breach of the representation contained in the final sentence of Section 3.15 and (iii) any payments required to be made by the Company to Xxxxxx International Inc. ("Baxter") pursuant to the Tax Sharing Arrangement, dated March 31, 2000, by and between Baxter and Xxxxxxx Lifesciences Corporation (the "Baxter Tax Sharing Agreement").
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Tax Liability and Indemnification. Employee agrees that he shall bear full responsibility for any and all tax liabilities owed by Employee that may arise in relation to this Separation Agreement, and Employee agrees that he shall fully indemnify and hold the Company harmless from any tax liability owed by Employee arising from or related to the transactions set forth herein (including, but not limited to, the Company’s payment of the Severance Benefits), including, but not limited to, any taxes, penalties, fines, and/or interest that are assessed by any tax authority against Employee and further including all attorneys’ fees and costs incurred by the Company in response to any claims or assessments by any tax authority against Employee.
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Tax Liability and Indemnification a) From and after the Transfer, the Company and the S Sub shall be liable for, and shall indemnify the Shareholder against and hold the Shareholder harmless on an after-Tax basis from (i) all liability for Taxes of the S Sub and the Company with respect to any Post-Transfer Tax Period, (ii) all liability for Taxes arising (directly or indirectly) as a result of the Transfer, (iii) the imposition of any additional income Tax on the Shareholder, as a result of a net positive adjustment to the taxable income of the S Sub with respect to any Pre-Transfer Tax Period, and (iv) all loss, liability, damages, reasonable costs and expenses, including reasonable legal fees, costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation, claim, proceeding, or demand attributable to any item in the foregoing clauses.
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Tax Liability and Indemnification. Employee and Company agree that they shall be solely liable for any and all extraordinary taxes which may be due on any payments made under this Termination Agreement. Employee and Company, both individually and collectively, agree that they shall fully indemnify and hold LSU harmless from any tax liability assessed to LSU arising from or related to the timing of the payments made under this Termination Agreement only, including, but not limited to, any taxes, penalties, fines, and/or interest assessed by any tax authority, as well as any attorneys’ fees and costs incurred by LSU to enforce this provision. For the avoidance of doubt, the parties acknowledge and agree that LSU shall remain responsible for any and all ordinary and necessary employer taxes or withholdings arising from this Agreement.32 As previously mentioned the Term of the Agreement ends December 31, 2025.33 As additional consideration for the termination payments, Xxxxxxx agreed to do the following:
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Related to Tax Liability and Indemnification

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Non Liability and Indemnification 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.

  • Directors’ Liability and Indemnification The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • 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.

  • Limited Liability and Indemnification Section 7.01.

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Survival and Indemnification 7.1 Survival of Representations, Warranties, Covenants and Agreements

  • Expenses and Indemnification (a) The Fund shall upon demand either, as the Purchaser may require, pay in the first instance or reimburse the Purchaser (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser in connection with the enforcement of or preservation of rights under this Agreement. The Fund shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the Purchaser, unless the Purchaser shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund.

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