Tax Indemnity and Sharing Agreement definition

Tax Indemnity and Sharing Agreement means the Tax Indemnity and Sharing Agreement, dated of even date herewith, by and between LGL and Mtron.
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Tax Indemnity and Sharing Agreement means the Tax Indemnity and Sharing Agreement, dated of even date herewith, by and between GAMCO and ACG.
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Examples of Tax Indemnity and Sharing Agreement in a sentence

  • Except as set forth in the Tax Indemnity and Sharing Agreement and the Distribution Agreement, each dated of even date herewith, between the Parties, this Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

  • Other than as expressly addressed in this Agreement, any claim for indemnification with respect to any tax Liabilities of the LGL Group or the Mtron Group shall be governed by the Tax Indemnity and Sharing Agreement.

  • Tax Indemnity and Sharing Agreement, dated [●], 2022, by and between The LGL Group, Inc.

  • Other than as expressly addressed in this Agreement, any claim for indemnification with respect to any tax Liabilities of the GAMCO Group or the ACG Group shall be governed by the Tax Indemnity and Sharing Agreement.

  • Notwithstanding anything to the contrary in this Agreement, any Tax matters (including without limitation any claims with respect to Taxes and Tax matters, and the control of Tax-related proceedings) not covered under this Agreement shall be governed exclusively by the Tax Indemnity and Sharing Agreement.

  • In the case of any conflict between this Agreement and the Tax Indemnity and Sharing Agreement in relation to any matters addressed by the Tax Indemnity and Sharing Agreement, the Tax Indemnity and Sharing Agreement shall prevail.

  • Tax Indemnity and Sharing Agreement, dated August 3, 2022, by and between The LGL Group, Inc.

  • The Company has not filed its initial consolidated U.S. federal income tax return; therefore, there are no open Internal Revenue Service examinations.On August 19, 2022, the Company and LGL Group entered into an Amended and Restated Tax Indemnity and Sharing Agreement.

  • Delegated authority to the Chief Executive to take all such actions and all such decisions as may be necessary or prudent to manage the transition of services and any other matters arising whether directly or indirectly as a consequence of serving termination notices in respect of the s113 agreements in respect of Adult Social Care, Children Services and Public Health or any other similar agreements.

  • Under the Company’s Tax Indemnity and Sharing Agreement with GAMCO, GAMCO is liable for all income taxes of the Company for periods prior to the Spin-off from GAMCO.

Related to Tax Indemnity and Sharing Agreement

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

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

  • 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.

  • 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 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).

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

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

  • 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.

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • Retrocession Agreement means any agreement, contract, treaty or other arrangement whereby one or more insurers or reinsurers, as retrocessionaires, assume liabilities of reinsurers under a Reinsurance Agreement or other retrocessionaires under another Retrocession Agreement.

  • Tax Indemnity means the indemnity in respect of certain Taxation matters referred to in clause 10;

  • 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.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Reinsurance Agreements means any agreement, contract, treaty, certificate or other arrangement by which any Insurance Subsidiary agrees to transfer or cede to another insurer all or part of the liability assumed or assets held by it under one or more insurance, annuity, reinsurance or retrocession policies, agreements, contracts, treaties, certificates or similar arrangements. Reinsurance Agreements shall include, but not be limited to, any agreement, contract, treaty, certificate or other arrangement that is treated as such by the applicable Department.

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

  • 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.

  • Intercompany Subordination Agreement means a subordination agreement executed and delivered by Borrowers and Agent, the form and substance of which is satisfactory to Agent.

  • Reinsurance Agreement means any agreement, contract, treaty or other arrangement whereby one or more insurers, as reinsurers, assume liabilities under insurance policies or agreements issued by another insurance or reinsurance company or companies.