Seller Indemnified Taxes means any and all Taxes (a) imposed on Buyer or for which Buyer may otherwise be liable (except Taxes for which Seller is responsible pursuant to Section 4.7(c) or Section 4.7(d)), (b) for which Buyer is responsible pursuant to Section 4.7(c) or Section 4.7(d); or (c) arising out of the ownership, operation or use of any of the Acquired Assets or the Business after the Closing.
Seller Indemnified Taxes has the meaning set forth in Section 6.5(d)(i).
Seller Indemnified Taxes means, without duplication, (a) any Taxes imposed on Parent Seller or any of its Affiliates (other than Seller Bank or any of its Subsidiaries) for any taxable period (including any Taxes required to be withheld from the payment of the Purchase Price, but excluding any interest or penalties in respect of withholding imposed solely as a result of Purchaser’s failure to make appropriate withholding on the basis of accurate information supplied by Parent Seller or any of its Affiliates), (b) any Taxes imposed on Seller Bank or any of its Subsidiaries for any Seller Tax Period, determined, with respect to any Straddle Period, in accordance with Section 7.9, (c) any liability for Taxes of any Person (other than Seller Bank or any of its Subsidiaries) for which Seller Bank or any of its Subsidiaries is liable as a result of (i) having been a member of an affiliated, consolidated, combined, unitary or similar group prior to the Closing and (ii) any liability for the payment of any Tax as a transferee or successor, by contract (other than commercial Contracts not primarily related to Taxes (such as financing or employment Contracts with Tax gross-up obligations or leases with Tax escalation provisions)) or otherwise (in each case of clause (ii), as a result of a transaction or contract entered into prior to the Closing), (d) any Transfer Taxes for which Parent Seller or any of its Affiliates (other than Seller Bank or any of its Subsidiaries) is responsible pursuant to Section 7.9(d), (e) any Taxes attributable to or arising from any breach of the representations or warranties contained in clauses (e), (f), (h), (j), (k), (l) or (m) of Section 3.15 (without giving effect to any limitations as to materiality set forth therein) or any covenants of Seller Bank or Sellers in this Agreement, (f) any Tax obligations of Seller Bank or any of its Subsidiaries for any Seller Tax Period that have been deferred pursuant to the Coronavirus Aid, Relief, and Economic Security Act or similar statutory relief and (g) reasonable costs and expenses (including attorneys’ and other advisors’ fees) related to any item described in clauses (a) through (f); provided that, notwithstanding anything to the contrary herein, (w) any Taxes arising in a Purchaser Bank Tax Period (except for Taxes described in clauses (a), (c), (d), (e) and (f) of this definition), (x) Taxes resulting from any election under Section 338 or Section 336 of the Code (or any comparable provision of applicable Law) ...
Examples of Seller Indemnified Taxes in a sentence
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If Seller disputes any items shown on any such Tax Return affecting Seller Indemnified Taxes, Seller shall notify Purchaser within twenty (20) calendar days (fifteen (15) calendar days in the case of Corresponding Returns) after receiving such Tax Return.
Purchaser shall prepare and file all Tax Returns of Seller Bank and its Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”), and pay or cause to be paid any Taxes shown as due on such Tax Returns (subject to Purchaser’s right to indemnification for Seller Indemnified Taxes).
Seller shall file or cause to be filed all Seller Tax Returns and shall pay or cause to be paid any Seller Indemnified Taxes shown as due on such Seller Tax Returns.
Seller shall be entitled to any refunds or credits of or against any Seller Indemnified Taxes for which Seller is responsible under Section 7.1. Purchaser shall be entitled to any refunds or credits of or against any Taxes other than refunds or credits to which Seller is entitled pursuant to the foregoing sentence.
More Definitions of Seller Indemnified Taxes
Seller Indemnified Taxes means (i) any Excluded Tax Liability, (ii) any Taxes payable for Pre-Closing Tax Periods imposed on any Acquired Company, (iii) any Taxes arising as a result of a breach by Sellers of any covenant in Section 5.12 and (iv) any Transfer Taxes allocated to Sellers pursuant to Section 5.12(f). “Seller Note” has the meaning set forth in Section 2.4(b)(xi).
Seller Indemnified Taxes means (i) all Tax liabilities attributable to the ownership, management and operation of the Acquired Companies or the ownership and operation of the Acquired Assets or the Business and incurred on or prior to the Execution Date (as determined under Section 7.02), including (a) any such Tax liabilities of Seller and its Affiliates (including the Acquired Companies and the Purchaser) that may result from the consummation of the transactions contemplated by this Agreement, (b) any such Tax liabilities arising under Treasury Regulations Section 1.1502-6 and any similar provisions of state, local or foreign Law, by contract, as successor, transferee or otherwise, or which are attributable to having been a member of a consolidated, combined or unitary group, and (c) any Tax imposed on the Acquired Companies or the Purchaser that results from the business or operation of any other Affiliate of Seller, (ii) any payment required to be made following Closing as the result of the reduction, disallowance, preclusion of the availability, or recapture of any Cash Grant claimed or received with respect to a Project prior to Closing, and (iii) all Tax liabilities resulting from any reduction, disallowance, preclusion of the availability, or recapture under Section 50 of the Code of tax credits claimed, allowed, or allowable with respect to a Project or allocated by the Acquired Companies prior to Closing; provided, however, that the Parties hereby agree that in no event shall any payment, liability or other Damages whatsoever arising as the result of, or that otherwise would not have been incurred except through, any action of an 8point3 Entity following Closing be deemed to constitute Seller Indemnified Taxes.
Seller Indemnified Taxes means (a) Taxes of the Companies for taxable periods (or portions thereof) ending on or prior to the Closing Date, (b) Taxes of Seller and its Affiliates (other than the Companies), (c) Taxes of any Person imposed on any Company as a result of such Company being a member of an affiliated, combined, consolidated or unitary group on or prior to the Closing Date (including pursuant to Treasury Regulations Section 1.1502-6 or any similar state or local Tax Law), (d) Taxes of any Person imposed on Buyer or any Company as a transferee or successor or otherwise by operation of Law or by Contract (other than any such agreement entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes), which Taxes relate to a transaction, event or circumstance entered into, engaged in or occurring with respect to Seller and its Affiliates (including the Companies) before the Closing and (e) any applicable Transfer Taxes arising out of or in connection with the Transactions that are the responsibility of Seller pursuant to Section 9.01.
Seller Indemnified Taxes means (i) any and all Taxes for which a Purchased Subsidiary is liable with respect to any Pre-Closing Tax Period, (ii) any Taxes of Seller, the Retained Subsidiaries or any of their respective Affiliates (other than the Purchased Subsidiaries), (iii) any Taxes imposed with respect to, arising out of, or relating to the Purchased Assets and the Assumed Liabilities with respect to a Pre-Closing Tax Period (such Taxes for a Straddle Tax Period to be apportioned in accordance with Section 6.3), (iv) any Income Taxes of any Person imposed on any of the Purchased Subsidiaries pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local or non-U.S. Law) as a result of such Purchased Subsidiary having been, prior to the Closing, a member of an Affiliated Group of which Seller or any of its Retained Subsidiaries is a member (other than any such group consisting solely of the Purchased Subsidiaries), (v) any Transfer Taxes for which Seller is responsible under Section 6.5, and (vi) any Taxes imposed with respect to the Excluded Assets or the Excluded Liabilities.
Seller Indemnified Taxes means any Tax of the Company or its Subsidiaries for or attributable to any Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) and Transfer Taxes allocated to the Seller under Section 6.10(d). Notwithstanding the foregoing, Seller Indemnified Taxes shall exclude the following Taxes: (a) Taxes to the extent specified as a current liability on the Closing Date Net Working Capital; (b) any Transfer Taxes allocated to Purchaser under Section 6.10(d); (c) Taxes to the extent resulting from a breach by the Purchaser of any covenant or other agreement in Section 6.10; (d) Taxes to the extent resulting from a Purchaser Closing Date Transaction; and (e) Taxes to the extent arising in a Post-Closing Tax Period (other than Taxes attributable to a breach of Section 3.16(g)).
Seller Indemnified Taxes means, without duplication: (a) any Pre-Closing Taxes not included or taken into account in the determination of Closing Net Working Capital, Closing Tax Liability Amount or otherwise included or taken in to account in the calculation of the Final Closing Cash Payment, any Price Component or any other amount or component
Seller Indemnified Taxes means any Taxes imposed on or payable by any of the Companies, or, solely in respect of Seller Indemnified Taxes within the meaning of the following items (ii) to (v), by any of the Companies, Buyers or any of their Affiliates that are (i) attributable or, with respect to German Taxes, even if arising or accruing only after the Closing, relating (enstanden within the meaning of Sec. 38 German General Tax Code (Abgabenordnung) to, a Pre-Closing Tax Period or Pre-Closing Tax Event including any interest, surcharge or addition assessed in relation to such Taxes, even if they arise after the Closing Date (including, without limitation, such Taxes, if any, arising from or in connection with a non-acceptance of the CIT/TT Fiscal Unity or the VAT Fiscal Unity), (ii) Reorganization Taxes, (iii) arising in connection with any Seller Transaction Expenses, or (iv) arising in connection with the termination (including any waiver) or settlement of any Intercompany Agreements, or (v) arising in connection with the termination of the DPLTA or the settlement of any claims under the DPLTA or any arrangements arising therefrom (e.g., transfer of a loan claim of BOG Seller 1 to BOG that has arisen from the conversion of a profit transfer claim).