Special Tax Indemnified Matter definition

Special Tax Indemnified Matter means (i) Taxes of the Company or any Company Subsidiary for taxable periods or portions thereof ending on or before the Closing Date in excess of the amount of Taxes that are included as Current Liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in the computation of the Company Working Capital, as finally determined pursuant to Section 1.10; (ii) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any Company Subsidiary is or was a member on or prior to the Closing Date by reason of liability under Treasury Regulations Sections 1.1502-6 or 1.1502-78 or comparable provision of foreign, state or local law; and (iii) Taxes or other payments required to be paid after the date hereof by the Company or any Company Subsidiary to any party under any tax sharing agreement in effect prior to the Closing Date (whether written or not) or by reason of being a successor-in-interest or transferee of another entity. For purposes of clause (i) of this definition, in the event the relevant taxable period begins before and ends after the Closing Date, Taxes for the portion of such period ending on the Closing Date shall: (A) in the case of any Taxes based on or measured by income or receipts, be determined based on an interim closing of the books as of the close of business on the Closing Date, and (B) in the case of any other Taxes, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in such taxable period ending on and including the Closing Date and the denominator of which is the total number of days in such taxable period.
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Related to Special Tax Indemnified Matter

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

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

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

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

  • Special Taxes means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Lender is organized or maintains a lending office.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

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

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

  • 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.

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

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

  • Indemnified Amounts Defined in Section 11.1.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • 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).

  • 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.

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

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

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • 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.

  • Specified Matter means any Amendment of a Portfolio Investment that (a) reduces the principal amount of such Portfolio Investment, (b) reduces the rate of interest payable on such Portfolio Investment, (c) postpones the due date of any scheduled payment or distribution in respect of such Portfolio Investment, (d) alters the pro rata allocation or sharing of payments or distributions required by any related underlying instrument in a manner adverse to the Company, (e) releases any material guarantor of such Portfolio Investment from its obligations, (f) terminates or releases any lien on a material portion on the collateral securing such Portfolio Investment, (g) changes any of the provisions of any such underlying instrument specifying the number or percentage of lenders required to effect any of the foregoing or (h) materially changes any financial maintenance covenant.

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

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

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

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

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