Post-Tax Indemnification Period definition

Post-Tax Indemnification Period means any Post-Distribution Taxable Period and that portion of any Straddle Period that begins on the day after the Distribution Date.
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Post-Tax Indemnification Period means any Post-Distribution Taxable Period and that portion, beginning on the day after the Closing Date, of any Straddle Period. "Pre-Distribution Taxable Period" means a taxable period ending on (and including) or before the Closing Date. "Responsible Party" means the party responsible for the filing of a Tax Return as determined under Section 2.2. "Reverse Timing Difference" means an increase in income, gain or recapture, or a decrease in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for the Tax Indemnification Period coupled with an increase in deduction, loss or credit, or a decrease in income, gain or recapture, of the taxpayer for any Post-Tax Indemnification Period. "Straddle Period" means a taxable period that includes but does not end on the Closing Date. 2 5
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Examples of Post-Tax Indemnification Period in a sentence

  • Without the prior consent of AWS (such consent not to be unreasonably withheld), no member of the Avalon Group shall carry back any net operating loss or other Tax Item from a Post-Tax Indemnification Period to a Tax Indemnification Period; and, without the prior consent of Avalon (such consent not to be unreasonably withheld), no member of the AWS Group shall carry back any net operating loss or other Tax Item from a Post-Tax Indemnification Period to a Tax Indemnification Period.

  • The Company Group shall report on its Post-Tax Indemnification Period Income Tax Returns all Tax Items arising in respect of the B-1B Contracts that are not reflected on the Company's Income Tax Returns for any Tax Indemnification Period, shall pay all Taxes with respect to such Tax Items and shall be entitled to all Tax Refunds attributable to such Tax Items.

  • Licensees shall maintain the records specified in subsection A of this section in clear and legible records containing all the information required by 12VAC5-481-2280.

  • To a prevailing Ohio department of education or school district against the attorney of a parent, or against the parent, if the parent’s request for a due process hearing or subsequent cause of action was presented for any improper purpose, such as to harass, to cause unnecessary delay, or to needlessly increase the cost of litigation.

  • Except as otherwise provided in this Agreement, any Tax Refund (other than a Refund of Allowable Taxes) resulting from the carryback of any Newco Tax Item arising in a Post-Tax Indemnification Period to a Tax Indemnification Period (determined in a manner analogous to the determination of an Income Tax Benefit) shall be for the account of Newco, and the Company shall pay over to Newco any such Tax Refund within ten days after it is Actually Realized by the Company.

Related to Post-Tax Indemnification Period

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

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

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

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

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

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

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

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Indemnity Period means the period during which the results of the business are affected resulting from the occurrence beginning with the date of the accident causing injury but not exceeding the maximum indemnity period

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Survival Period has the meaning set forth in Section 11.1.

  • 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.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year with respect to which any Tax may be imposed under any applicable statute, rule or regulation.

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

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

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.