Buyer agrees to indemnify and hold harmless each Sellers Tax Indemnified Party against any Buyer Indemnified Tax Loss.
Indemnified Tax means (a) any Tax other than an Excluded Tax and (b) to the extent not otherwise described in clause (a), Other Taxes.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Indemnified Taxes means Taxes other than Excluded Taxes.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
Seller Taxes has the meaning set forth in Section 11.1(f).
Seller Indemnified Party has the meaning set forth in Section 7.2.
Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.
Tax Losses has the meaning assigned to such term in Section 7.1(a).
Buyer Indemnitees has the meaning set forth in Section 8.02.
Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Buyer Losses has the meaning set forth in Section 10.1(a).
Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Other Taxes means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Indemnified Costs has the meaning specified in Section 8.05(a).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
After-Tax Basis means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.
Seller Indemnitees has the meaning set forth in Section 8.03.
Purchaser Indemnitee As defined in Section 6(a) hereof.