Tax Indemnity Agreement Sample Contracts

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TAX INDEMNITY AGREEMENT (T1) Dated as of August 17, 2000 between JOLIET GENERATION I, LLC,
Tax Indemnity Agreement • June 7th, 2013 • Midwest Generation LLC • Cogeneration services & small power producers • New York

This TAX INDEMNITY AGREEMENT (T1), dated as of August 17, 2000 (as amended, supplemented or otherwise modified from time to time, in accordance with the provisions hereof, this “Tax Indemnity Agreement” or this “Agreement”), between the Owner Participant and EME.

RECITAL
Tax Indemnity Agreement • March 11th, 2002 • Republic Airways Holdings Inc • New York
TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • April 9th, 2014 • TCP International Holdings Ltd. • Electric lighting & wiring equipment

THIS TAX INDEMNITY AGREEMENT (the “Agreement”) is made and entered into between Technical Consumer Products, Inc., a Delaware corporation (the “Company”), and each of the other signatories hereto (individually, a “Shareholder”, and collectively, the “Shareholders”).

AMENDMENT NO. 4 dated as of June 1, 2006 to TAX INDEMNITY AGREEMENT dated as of December 1, 1985 between SELCO SERVICE CORPORATION (as successor to IBM Credit LLC) beneficiary under a Trust Agreement dated as of December 1, 1985 with Wilmington Trust...
Tax Indemnity Agreement • June 12th, 2006 • Unisource Energy Corp • Electric services

This AMENDMENT NO. 4 (this “Amendment”), dated as of June 1, 2006 to TAX INDEMNITY AGREEMENT, dated as of December 1, 1985, between TUCSON ELECTRIC POWER COMPANY, an Arizona corporation, and SAN CARLOS RESOURCES INC., an Arizona corporation, as Lessee (the “Lessee”), and SELCO SERVICE CORPORATION (as successor to IBM Credit LLC), an Ohio corporation (the “Owner Participant”), beneficiary under a Trust Agreement, dated as of December 1, 1985, with Wilmington Trust Company and William J. Wade, as Owner Trustee and Cotrustee, respectively (the “Lessor”).

TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • January 9th, 2018 • Evolus, Inc. • Pharmaceutical preparations • California

This Tax Indemnity Agreement (“Agreement”) is made as of December 14, 2017 by and among Evolus, Inc., a Delaware corporation (“Evolus”), each of the individuals listed on the signature pages hereto as “Contributors” (each, a “Contributor” and collectively the “Contributors”), and J. Christopher Marmo, as the Contributors’ representative (the “Contributors’ Representative”). Each signatory hereto may be referred to hereinafter individually as a “Party” and collectively as the “Parties.”

RECITALS
Tax Indemnity Agreement • May 15th, 2001 • Carriage Services Inc • Services-personal services • Texas
TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • March 10th, 2011 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations

This Amended and Restated Tax Indemnity Agreement (this “Agreement"') is made as of this 16th day of December 2010 by and between Vanda Pharmaceuticals Inc. (the “Company”) and Mihael H. Polymeropoulos (the “Executive"').

TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • September 17th, 1997 • Jevic Transportation Inc • Trucking (no local) • New Jersey
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Tax Indemnity Agreement • May 26th, 2006 • Security Capital Assurance LTD • Surety insurance • New York
TAX INDEMNITY AGREEMENT dated as of November 10, 2011 between BITSTREAM INC. and MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC.
Tax Indemnity Agreement • December 22nd, 2011 • Marlborough Software Development Holdings Inc. • Services-prepackaged software

This TAX INDEMNITY AGREEMENT dated as of November 10, 2011 is between BITSTREAM INC., a Delaware corporation (“Bitstream”), and MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC., a Delaware corporation (“Marlborough”).

TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • March 8th, 2023 • Diversey Holdings, Ltd. • Specialty cleaning, polishing and sanitation preparations

This TAX INDEMNITY AGREEMENT (this “Agreement”), dated as of March 8, 2023, is entered into by and among Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Parent”), Diamond Merger Limited, a Cayman Islands exempted company and a wholly-owned Subsidiary of Parent (“Merger Sub”), Diversey Holdings, Ltd., a Cayman Islands exempted company (the “Company”), Diversey Holdings I (UK) Limited, a private limited company organized in England and Wales and a wholly owned Subsidiary of the Company (“Holdings UK”), Olympus Water Holdings I, L.P., a Cayman Islands exempted limited partnership (“Topco”), BCPE Diamond Investor, LP, a Delaware limited partnership (together with its successors and assigns, the “Bain Shareholder”), and BCPE Diamond Cayman Holding Limited, a Cayman Islands exempted corporation (the “Shareholder Representative” and, together with the Parent, Merger Sub, the Company, Holdings UK, Topco and the Bain Shareholder, collectively, the “Parties”). Ex

TAX INDEMNITY AGREEMENT AND AMENDMENT TO TAX ALLOCATION AGREEMENT
Tax Indemnity Agreement • June 29th, 1998 • Maxtor Corp • Computer storage devices • California
AMENDMENT NO. 2 dated as of May 1 2004 to TAX INDEMNITY AGREEMENT dated as of December 1, 1988 between TEXTRON FINANCIAL CORPORATION as successor in interest to Lease Management Realty Corporation IV, as Beneficiary under a Trust Agreement, dated as...
Tax Indemnity Agreement • June 4th, 2004 • System Energy Resources Inc • Electric services • New York

Amendment No. 2 dated as of May 1, 2004 to the Tax Indemnity Agreement dated as of December 1, 1988, Textron Financial Corporation as successor in interest to Lease Management Realty Corporation IV (the Owner Participant), with Wachovia Bank, N.A., as successor in interest to Meridian Trust Company, as Owner Trustee under a Trust Agreement dated as of December 1, 1988 (the Lessor) and System Energy Resources, Inc. (the Lessee). Capitalized terms not otherwise defined herein shall have the respective meanings specified in Appendix A to the Participant Agreement, as amended through and including the date hereof and the Refunding Agreement No. 2-B (the 2004 Refunding Agreement).

TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • November 8th, 2007 • Vanda Pharmaceuticals Inc. • Pharmaceutical preparations

This Tax Indemnity Agreement (this “Agreement”) is made as of this 7 day of November, 2007 by and between Vanda Pharmaceuticals Inc. (the “Company”) and Al Gianchetti (the “Executive”).

AMENDMENT NO. 2 dated as of May 1, 2004 to TAX INDEMNITY AGREEMENT dated as of December 1, 1988 between RCMC I, INC. as successor in interest to Resources Capital Management Corporation, as successor in interest to Public Service Resources...
Tax Indemnity Agreement • June 4th, 2004 • System Energy Resources Inc • Electric services • New York

Amendment No. 2 dated as of May 1, 2004 to the Tax Indemnity Agreement dated as of December 1, 1988, between RCMC I, Inc., as successor in interest to Resources Capital Management Corporation, as successor in interest to Public Service Resources Corporation (the Owner Participant), with Wachovia Bank, N.A., as successor in interest to Meridian Trust Company, as Owner Trustee under a Trust Agreement dated as of December 1, 1988 (the Lessor) and System Energy Resources, Inc. (the Lessee). Capitalized terms not otherwise defined herein shall have the respective meanings specified in Appendix A to the Participant Agreement, as amended through and including the date hereof and the Refunding Agreement No. 1-B (the 2004 Refunding Agreement).

FIRST AMENDMENT TO AMENDED AND RESTATED TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • November 28th, 2006 • Prime Group Realty Trust • Real estate investment trusts

THIS FIRST AMENDMENT TO AMENDED AND RESTATED TAX INDEMNITY AGREEMENT (the "Agreement") is made and entered into this 21st day of November, 2006 by and among PRIME GROUP REALTY, L.P., a Delaware limited partnership ("Prime"), RICHARD A. HEISE ("Heise"), CTA GENERAL PARTNER, LLC, a Delaware limited liability company ("General Partner"), and CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company ("Newco").

TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • December 20th, 2013

This TAX INDEMNITY AGREEMENT (this "Agreement") is made and entered into as of August by KENERGY CORP., a Kentuclcy electric cooperative corporation (the "Indemnified CENTURY ALUMINUM COMPANY, a Delaware corporation (the "Centurv and CENTURY ALUMINUM OF KENTUCKY GENERAL

RECITALS
Tax Indemnity Agreement • February 25th, 2000 • Paymap Inc
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TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • January 4th, 2007 • Oralabs Holding Corp • Perfumes, cosmetics & other toilet preparations • Colorado

This Tax Indemnity Agreement (“Agreement”) is dated for reference purposes only December 28, 2006, and is by and between OraLabs, Inc., a Colorado corporation (“OraLabs”), China Precision Steel, Inc., formerly known as OraLabs Holding Corp., a Colorado corporation (“Holding”) and Partner Success Holdings Limited, a British Virgin Islands international business company (“PSHL”).

TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • November 14th, 2007 • Cgen Digital Media Co LTD • New York

THIS TAX INDEMNITY AGREEMENT (this “Agreement”), dated December 7, 2006, is entered into by and among CGen Digital Media Company Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and each of the parties listed on Schedule I hereto identified as an investor (each an “Investor” and collectively, the “Investors”).

AMENDMENT NO. 4 dated as of June 1, 2006 to TAX INDEMNITY AGREEMENT dated as of December 1, 1985 between EMERSON FINANCE LLC (formerly known as Emerson Finance Co.) beneficiary under a Trust Agreement dated as of December 1, 1985 with Wilmington Trust...
Tax Indemnity Agreement • June 12th, 2006 • Unisource Energy Corp • Electric services

This AMENDMENT NO. 4 (this “Amendment”), dated as of June 1, 2006 to TAX INDEMNITY AGREEMENT, dated as of December 1, 1985, between TUCSON ELECTRIC POWER COMPANY, an Arizona corporation, and SAN CARLOS RESOURCES INC., an Arizona corporation, as Lessee (the “Lessee”), and EMERSON FINANCE LLC (formerly known as Emerson Finance Co.), a Delaware limited liability company (the “Owner Participant”), beneficiary under a Trust Agreement, dated as of December 1, 1985, with Wilmington Trust Company and William J. Wade, as Owner Trustee and Cotrustee, respectively (the “Lessor”).

AMENDMENT NO. 2 dated as of [ ], 2004 to TAX INDEMNITY AGREEMENT dated as of December 1, 1988 between [RCMC I, INC.][TEXTRON FINANCIAL CORPORATION] as Beneficiary under a Trust Agreement, dated as of December 1, 1988 with WACHOVIA BANK, NATIONAL...
Tax Indemnity Agreement • March 25th, 2004 • System Energy Resources Inc • Electric services

AMENDMENT No. 2, dated as of [ ], 2004, to the Tax Indemnity Agreement dated as of December 1, 1988, between [RCMC I, Inc.] [Textron Financial Corporation] (the Owner Participant), with Wachovia Bank, National Association (successor to Meridian Trust Company), as owner Trustee under a Trust Agreement, dated as of December 1, 1988 (the Lessor) and System Energy Resources, Inc. (the Lessee). Capitalized terms not otherwise defined herein shall have the respective meanings specified in Appendix A to the Participant Agreement, as amended through and including the date hereof and the Refunding Agreement No. [2-A][2-B] (the Refunding Agreement).

RECITALS
Tax Indemnity Agreement • March 11th, 2002 • Republic Airways Holdings Inc
AMENDED AND RESTATED TAX INDEMNITY AGREEMENT
Tax Indemnity Agreement • January 18th, 2006 • Prime Group Realty Trust • Real estate investment trusts

THIS AMENDED AND RESTATED TAX INDEMNITY AGREEMENT (the "Agreement") is made and entered into this 10th day of January, 2006 by and among PRIME GROUP REALTY, L.P., a Delaware limited partnership ("Prime"), ROLAND E. CASATI ("Casati") RICHARD A. HEISE ("Heise"), CTA GENERAL PARTNER, LLC, a Delaware limited liability company ("General Partner"), and CONTINENTAL TOWERS, L.L.C., a Delaware limited liability company ("Newco").

AMENDMENT NO. 2 TO TAX INDEMNITY AGREEMENT Dated as of March 24, 2006 between OLD DOMINION ELECTRIC COOPERATIVE, and FIRST UNION FINANCIAL INVESTMENTS, INC., as Owner Participant CLOVER UNIT 1 GENERATING FACILITY AND COMMON FACILITIES
Tax Indemnity Agreement • May 12th, 2006 • Old Dominion Electric Cooperative • Electric services

This AMENDMENT NO. 2 TO TAX INDEMNITY AGREEMENT, dated as of March 24, 2006 (this “Amendment”), between OLD DOMINION ELECTRIC COOPERATIVE, a utility aggregation cooperative organized under the laws of the Commonwealth of Virginia (herein together with its successors and assigns, called “Old Dominion”), and FIRST UNION FINANCIAL INVESTMENTS, INC. (as successor to Wachovia Bank, National Association, formerly known as First Union National Bank, successor-in-interest to First Union National Bank of Florida), a Tennessee corporation, as Owner Participant (herein in such capacity, together with its successors and assigns, called the “Owner Participant”).

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