Tax Allocation and Indemnity Agreement definition

Tax Allocation and Indemnity Agreement means the Tax Allocation and Indemnity Agreement, dated as of January 9, 1996, among Bally Entertainment Corporation, a Delaware corporation, the Borrower and their respective direct and indirect subsidiaries.
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Examples of Tax Allocation and Indemnity Agreement in a sentence

  • Amend, modify or change, or consent or agree to any amendment, modification or change to the Tax Allocation and Indemnity Agreement in any manner which is materially adverse to the Lenders.

  • Tax Allocation and Indemnity Agreement; After-Tax Payments..........................35 Section 9.03.

  • Ancillary Agreements: The License Agreement, Employee Benefits Allocation Agreement, and Tax Allocation and Indemnity Agreement.

  • Company and Lakes agree to cooperate to determine the amount of sales, transfer or other Taxes (including, without limitation, all real estate, patent, trademark and transfer taxes and recording fees, but excluding any Income Taxes, as defined in the Tax Allocation and Indemnity Agreement) incurred in connection with the Distribution and other transactions contemplated by the Agreement (the "TRANSACTION TAXES").

  • Electronics and Technologies entered into a Tax Allocation and Indemnity Agreement on September 26, 1997, in connection with the distribution of Technologies stock to Electronics' shareholders (the "Agreement").

  • Hilton and Gaming Co. agree to cooperate to determine the amount of sales, transfer or other Taxes, including, without limitation, all real estate, patent, trademark and transfer taxes and recording fees, but excluding any Income Taxes, as defined in the Tax Allocation and Indemnity Agreement) incurred in connection with the Distribution and other transactions contemplated by the Agreement (the "TRANSACTION TAXES").

  • ANCILLARY AGREEMENTS: The License Agreement, Employee Benefits Allocation Agreement, and Tax Allocation and Indemnity Agreement.

  • The Tax Allocation and Indemnity Agreement between Hilton and Park Place pursuant to which such parties will provide for the allocation of, and indemnification against, certain tax liabilities, the preparation and filing of certain tax returns and the payment of taxes related thereto and certain related matters, which agreement shall be entered into on or prior to the Distribution Date substantially in the form attached hereto as Exhibit E.

  • Company and Lakes agree to cooperate to determine the amount of sales, transfer or other Taxes (including, without limitation, all real estate, patent, trademark and transfer taxes and recording fees, but excluding any Income Taxes, as defined in the Tax Allocation and Indemnity Agreement) incurred in connection with the Distribution and other transactions contemplated by the Agreement (the "Transaction Taxes").

  • The Tax Allocation and Indemnity Agreement between Company and Lakes pursuant to which such parties will provide for the allocation of, and indemnification against, certain tax liabilities, the preparation and filing of certain tax returns and the payment of taxes related thereto and certain related matters, which agreement shall be entered into on or prior to the Distribution Date substantially in the form attached hereto as Exhibit E.

Related to Tax Allocation and Indemnity Agreement

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

  • 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.

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

  • 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 Agreements has the meaning set forth in Section 2.5.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

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

  • 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 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.

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

  • Tax Agreement means the Tax Exemption Certificate and Agreement with respect to the Bonds, dated the date of delivery of the Bonds, among the Company, the Issuer and the Trustee, as from time to time amended and supplemented.

  • 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.

  • 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).

  • Data Sharing Agreement A formal agreement that documents what data is being shared and how the data can be used between the Parties. ‘‘Data Sharing Code of Practice” the code of practice issued by the Information Commissioner in respect to the sharing of personal data.

  • Tax Protection Agreement means that certain Tax Protection Agreement dated as of the date hereof, by and among the REIT, the OP and the parties identified as a signatory on Schedule A thereto.

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • 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).

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

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

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

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

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