Tax Undertaking Sample Clauses

Tax Undertaking. 7.2.1. The Seller shall indemnify, defend and hold harmless the Purchaser, the Company and the Subsidiaries from and against all Taxes of the Company and the Subsidiaries that relate to or otherwise arise out of the ownership and operation of the business of the Company and the Subsidiaries and their assets and properties in respect of any period ending on or before the Closing Date (“Pre-Closing Taxes”). All Taxes and all liabilities in respect thereof with respect to income, property or operations of the Company and the Subsidiaries in respect of any period that includes but that do not end on the Closing Date shall be apportioned between the period ending on or before the Closing Date and the period beginning after the Closing Date as follows: (i) in the case of Taxes other than income, value added, sales and withholding Taxes, on a per diem basis, and (ii) in the case of income, value added, sales and withholding Taxes, determined as if the taxable year of the Company and the Subsidiaries terminated at the close of business on the Closing Date.
Sample 1
AutoNDA by SimpleDocs
Tax Undertaking. Party A is responsible for the taxes incurred in connection with the execution and enforcement of this Agreement by any Parties of this Agreement according to the laws and regulations in the People’s Republic of China. Party B and Party C are responsible for the fees arising from any testimony, audit or change of registration relevant to this Equity Transfer.
Sample 1
Tax Undertaking. Following the Closing hereunder, the Company shall request a Tax Undertaking in the Cayman Islands and promptly deliver the Tax Undertaking to the Investors upon receipt by the Company.
Sample 1

Related to Tax Undertaking

  • Additional Undertaking As a separate, additional and continuing obligation, the Borrower unconditionally and irrevocably undertakes and agrees, for the benefit of the Benefited Creditors that, should any Borrower Guaranteed Obligations not be recoverable from the Borrower under Section 10.01 for any reason whatsoever (including, without limitation, by reason of any provision of any Loan Document or any other agreement or instrument executed in connection therewith being or becoming void, unenforceable, or otherwise invalid under any applicable law) then, notwithstanding any notice or knowledge thereof by any Lender, the Administrative Agent, any of their respective Affiliates, or any other person, at any time, the Borrower as sole, original and independent obligor, upon demand by the Administrative Agent, will make payment to the Administrative Agent, for the account of the Benefited Creditors, of all such obligations not so recoverable by way of full indemnity, in such currency and otherwise in such manner as is provided in the Loan Documents or any other applicable agreement or instrument.

  • Additional Undertakings The Pledgor will not, without the prior written consent of the Collateral Agent:

  • Grantee Undertaking The Grantee agrees to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

  • Confidentiality Undertaking You undertake:

  • Undertaking Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Participant or the Award pursuant to the express provisions of this Agreement.

  • GENERAL UNDERTAKINGS The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • Corporate Undertakings The Company will not engage in any of the following activities without a prior evaluation and affirmative recommendation of Advisor, solely for the Company's benefit and not for the benefit of any third party:

Time is Money Join Law Insider Premium to draft better contracts faster.