Cadence Taxes definition
Examples of Cadence Taxes in a sentence
Without the prior written consent of Cadence, no member of the Tality Group shall (i) make any election relating to Taxes or (ii) file any amended Tax Returns or propose or agree to any adjustment of any item with the Internal Revenue Service or any other taxing authority that would have the effect of increasing the liability of any member of the Cadence Group for any Cadence Taxes.
Cadence shall be liable for, and shall indemnify, defend and hold harmless each member of the Tality Group from and against (i) all Cadence Taxes, and (ii) all losses, liabilities, damages, and reasonable expenses incurred or sustained by the Tality Group by reason of or in connection with Cadence Taxes.
Notwithstanding the foregoing, Tality shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability of Cadence for any Cadence Taxes without the prior written consent of Cadence, provided that such consent shall not be unreasonably withheld or delayed.
If there is a redetermination of Cadence Taxes or Tality Taxes pursuant to a Final Determination (as defined below), the payments required to be made by Cadence and Tality pursuant to Sections 4.1 and 4.2 shall be recomputed by substituting the amount of the Tax liability as so redetermined.
Cadence shall pay or cause to be paid any and all Cadence Taxes that are due with respect to such Tax Returns, and the Tality Group shall pay any Tality Taxes that are due with respect to such Tax Returns.