Tax Allocation and Indemnification Agreement definition

Tax Allocation and Indemnification Agreement means that certain Tax Allocation and Indemnification Agreement, by and between PC Mall and eCost, of even date herewith.
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Tax Allocation and Indemnification Agreement means the Tax Allocation and Indemnification Agreement, dated as of __________, 2002, by and between IMPCO and Quantum.
Sample 1
Tax Allocation and Indemnification Agreement means that certain Tax Allocation and Indemnification Agreement between Donnelley and the Company, as in effect on the date hereof or as amended or modified with the consent of the Majority Banks.
Sample 1

Examples of Tax Allocation and Indemnification Agreement in a sentence

  • Except as provided in Article VII of the Tax Allocation and Indemnification Agreement, (a) eCost shall assume all liabilities with respect to awards granted pursuant to the eCost Option Plans, and (b) the PC Mall Group shall retain all other liabilities with respect to awards granted pursuant to the PC Mall Stock Option Plans (including, but not limited to, awards granted to PC Mall Retained Employees).

  • Except as provided in Article V of the Tax Allocation and Indemnification Agreement, (a) the Quantum Group shall assume all liabilities with respect to awards granted pursuant to the Quantum 2002 Stock Incentive Plan, and (b) the IMPCO Group shall retain all other liabilities with respect to awards granted pursuant to the IMPCO Stock Option Plans (including, but not limited to, awards granted to IMPCO Retained Employees).

  • IMPCO, Quantum and each Affiliate shall bear its own responsibility for payroll tax obligations and for the proper reporting to the appropriate government authorities of compensation earned by their respective employees after the Effective Time, including, subject to Article V of the Tax Allocation and Indemnification Agreement, compensation related to the exercise of stock options.

  • Pre- assemble as many sets of components as practical above ground and in a comfortable place.

  • Except to the extent inconsistent with Article V of the Tax Allocation and Indemnification Agreement, Article III of the Distribution Agreement shall govern the rights of the IMPCO Group and the Quantum Group with respect to indemnification.

  • By: /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Chief Executive Officer Schedule A (Ancillary Agreements) Tax Allocation and Indemnification Agreement Employee Benefit Matters Agreement Administrative Services Agreement Product Sales, Inventory Management and Order Fulfillment Agreement Information Technology Systems Usage and Services Agreement AF Services Software License Agreement PC Mall Software License Agreement Registration Rights Agreement with PC Mall Registration Rights Agreement with Xxxxx X.

  • Subject to Council considering the presentation by the Audit Office of NSW at tonight’s meeting, Council’s Financial Statements can be considered for adoption.RECOMMENDED That Council: i.

  • This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter contained herein, including without limitation the S Corporation Tax Allocation and Indemnification Agreement dated April 12, 1996, by and between the Company and Stockholder, and the July 5, 1996 Addendum to such Agreements, which Agreement and Addendum are hereby rescinded and canceled.

  • Motion by Mr. McCormick, second by Mr. Rossi, to adjourn the meeting at 9:10 p.m.The motion was carried unanimously.

  • That certain Tax Allocation and Indemnification Agreement, dated May 24, 1995, between BGI and Kmart.


More Definitions of Tax Allocation and Indemnification Agreement

Tax Allocation and Indemnification Agreement shall have the meaning specified in Section 2.1(a)(x) hereof.
Sample 1

Related to Tax Allocation and Indemnification Agreement

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • 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 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.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

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

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

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

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

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

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • 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.

  • Tax Sharing Agreement means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement, whether written or unwritten (including, without limitation, any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document).

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

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

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

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

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • 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.

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

  • Claims Allocation and Handling Agreement means the agreement of that name approved by XXX;