Indemnified Withholding Tax definition

Indemnified Withholding Tax means any withholding Tax imposed on payments made by Purchaser or any Purchasing Subsidiary pursuant to Section 2.05, 2.06, 3.01, 3.02, or 5.02 (or imposed on Seller or any Selling Subsidiary with respect to such payments) that would not have been imposed had Purchaser or the applicable Purchasing Subsidiary been organized or resident for Tax purposes in the same jurisdiction as Seller or the applicable Selling Subsidiary in respect of which the applicable payment was made.
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Indemnified Withholding Tax has the meaning set forth in Section 2.14(b).
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Indemnified Withholding Tax means any withholding Tax imposed on payments made (or Assumed Liabilities assumed) by or on behalf of Buyer in connection with the transactions contemplated by this Agreement (or imposed on Seller with respect to such payments) because after the Closing Date Buyer changed its residency for Tax purposes from the United States to a different Tax residency and such Tax would not have been imposed had Buyer remained organized or resident for Tax purposes in the United States. For the avoidance of doubt, Indemnified Withholding Tax does not include any withholding Tax imposed on payments made (or Assumed Liabilities assumed) by or on behalf of Buyer in connection with the transactions contemplated by this Agreement (or imposed on Seller with respect to such payments) because after the Closing Date, either or both of the Sellers change their respective Tax residency or as a result of Sellers assigning this Agreement pursuant to Section 7.7.
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Examples of Indemnified Withholding Tax in a sentence

  • If Buyer deducts or withholds any Indemnified Withholding Tax (or, if Seller becomes liable for any Indemnified Withholding Tax), then Buyer shall remit to Seller an additional amount sufficient to place Seller in the same after-Tax position as it would have been in had Buyer been organized or resident (whichever is applicable) for Tax purposes in the same jurisdiction as Sellers.

  • For the avoidance of doubt, Indemnified Withholding Tax does not include any withholding Tax imposed on payments made (or Assumed Liabilities assumed) by or on behalf of Buyer in connection with the transactions contemplated by this Agreement (or imposed on Seller with respect to such payments) because after the Closing Date, either or both of the Sellers change their respective Tax residency or as a result of Sellers assigning this Agreement pursuant to Section 7.7.


More Definitions of Indemnified Withholding Tax

Indemnified Withholding Tax means the excess of: (a) any Withholding Tax imposed by any Governmental Authority as a result of any (i) redomiciling of Seller to a jurisdiction outside of Sweden or (ii) failure of Seller or Seller Parent to provide any documentation, or take any other action that is merely administrative in nature and solely within its power to take, to establish a reduction or exemption of such Withholding Tax; over (b) the amount of any tax benefit, offset or credit to Buyer as a result of such Withholding Tax.
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Related to Indemnified Withholding Tax

  • Excluded Withholding Taxes means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed or increased as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Facility Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Facility Office is changed, (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax and (iii) Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended.

  • Unpaid withholding tax means withholding tax due but not paid by the date the withholding tax is required to be paid under applicable law.

  • Withholding Taxes means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required to be withheld under any applicable law.

  • Applicable Withholding Taxes means the minimum aggregate amount of federal, state and local income and payroll taxes that the Company is required by applicable law to withhold in connection with any Incentive Award.

  • Withholding Tax means any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under Applicable Law. Annex 1 – Data Processing

  • Required Withholding Amount has the meaning specified in Section 5 of this Agreement.

  • FATCA Withholding Tax means any withholding or deduction required pursuant to FATCA.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Swiss Withholding Tax means any withholding tax in accordance with the Swiss Federal Statute on Anticipatory Tax of 13 October 1965 (Bundesgesetz uber die Verrechnungssteuer) and any successor provision, as appropriate.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Excise Taxes see Section 5.1.

  • FATCA Withholding means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.

  • Swiss Withholding Tax Act means the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

  • Indemnified Tax means (a) any Tax, other than an Excluded Tax, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Indemnified Items shall have the meaning assigned to such terms in Section 2(b).

  • Tax Obligations means taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.

  • Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Excise Tax means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

  • Withholding means the retention of aid payments.