Seller Tax Indemnitee definition

Seller Tax Indemnitee has the meaning set forth in Section 4.1(b).
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Seller Tax Indemnitee means Sellers and their Subsidiaries and Affiliates, other than the Companies.
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Seller Tax Indemnitee is defined in Section 11.3.
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Examples of Seller Tax Indemnitee in a sentence

  • Payments due to a Purchaser Tax Indemnitee or a Seller Tax Indemnitee under this Section 6.15 shall be made within 5 Business Days following written notice by the indemnified party that payment of such amounts to the appropriate taxing authority or other applicable third party is or was due by the indemnified party; provided, that the indemnifying party shall not be required to make any payment earlier than 5 Business Days before it is due to the appropriate taxing authority or applicable third party.

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More Definitions of Seller Tax Indemnitee

Seller Tax Indemnitee shall have the meaning set forth in Section 10.12(c).
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Seller Tax Indemnitee means the Seller and any of its Affiliates.
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Seller Tax Indemnitee has the meaning set forth in Section 6.15(a)(ii).
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Related to Seller Tax Indemnitee

  • Tax Indemnitee means (a) WTNA and Mortgagee, (b) each separate or additional trustee appointed pursuant to the Trust Indenture, (c) each Note Holder and (d) the respective successors, assigns, agents and servants of the foregoing.

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

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

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

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

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

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

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

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

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • 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.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

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

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • 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.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.