Tax Indemnity Entity means the Partnership, the Stock Subsidiaries, and the Indirect Entities.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Tax Indemnitee as defined in Section 3.01(5).
Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.
Tax Indemnity means the indemnity in respect of certain Taxation matters referred to in clause 10;
Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).
Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.
Seller Taxes has the meaning set forth in Section 11.1(f).
Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.
Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.
Tax Refunds means refunds of any Cash paid by the Participating CCAA Parties on account of Taxes, refunded to such Participating CCAA Parties from time to time by the applicable Taxing Authorities;
Tax roll means a permanent record of the taxes charged on property, as extended
Seller Indemnified Party has the meaning set forth in Section 7.2.
Indemnity Escrow Amount means $3,000,000.
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.
Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.
Seller Losses shall have the meaning set forth in Section 9.1(b).
Tax Losses has the meaning assigned to such term in Section 7.1(a).
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Buyer Group Member means the Buyer, its Affiliates, and each of their successors and assigns, and their respective directors, officers, employees and agents.
Single Asset Entity means a Person (other than an individual) that (a) only owns a single Property; (b) is engaged only in the business of owning, developing and/or leasing such Property; and (c) receives substantially all of its gross revenues from such Property. In addition, if the assets of a Person consist solely of (i) Equity Interests in one or more Single Asset Entities that directly or indirectly own such single Property and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entity, such Person shall also be deemed to be a Single Asset Entity for purposes of this Agreement.
Indemnity Cap has the meaning set forth in Section 9.2(b).
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Seller Indemnified Persons has the meaning set forth in Section 8.3.