Philips Tax Indemnity definition

Philips Tax Indemnity means the indemnity side letter from Koninklijke Philips N.V. to the Purchaser and the Group Companies to be entered into on or about the date of this Agreement;
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Examples of Philips Tax Indemnity in a sentence

  • The Purchaser may claim under the Specific Indemnities, the Philips Tax Indemnity or the Warranties at its discretion, in whole or in part, without prejudice to Clause 12.12.

  • Any claim of the Purchaser in respect of the Philips Tax Indemnity shall also be notified to the Seller.

  • The Parties acknowledge and agree that a Claim, other than a Claim that also falls under the scope of the Philips Tax Indemnity, shall (if not previously satisfied or settled or withdrawn) be deemed to have been withdrawn at the expiry of the period of nine (9) months following the giving of notice of such Claim, unless, before the expiry of such period, the Purchaser has issued proceedings in respect of such Claim and has served them on the Seller.

Related to Philips Tax Indemnity

  • Tax Indemnity means the indemnity in respect of certain Taxation matters referred to in clause 10;

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • 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.

  • Tax Indemnitee as defined in Section 3.01(5).

  • child tax credit means a child tax credit under section 8 of the Tax Credits Act 2002;

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Agreement combined tax rate means the sum of the tax rates:

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • Tax Covenant means the covenant relating to Tax set out in Schedule 9;

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • non-taxable territory means the territory which is outside the taxable territory;

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Tax Protection Agreement means that certain Tax Protection Agreement dated as of the date hereof, by and among the REIT, the OP and the parties identified as a signatory on Schedule A thereto.

  • 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.