Tax Sharing and Indemnity Agreement definition

Tax Sharing and Indemnity Agreement means the Tax Sharing and Indemnity Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation entered into in connection with the Spin-Off Transaction.
Sample 1Sample 2Sample 3
Tax Sharing and Indemnity Agreement means the Tax Sharing and Indemnification Agreement in the form of Exhibit C annexed hereto to be entered into by HTE and DSI. "THIRD-PARTY CLAIM" means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal asserted by a Person who is not a member of the HTE Group or the DSI Group.
Sample 1Sample 2
Tax Sharing and Indemnity Agreement means the Tax Sharing and Indemnity Agreement to be entered into by Parent, SILLC, the Company and Buyer, substantially in the form of Annex VI to the Securities Purchase Agreement, dated as of the date hereof, by and among Parent, SILLC and Buyer. Words and expressions defined in the Subscription Agreement shall have the same meaning herein, except that, to the extent that such definitions are inconsistent with any definitions in this Agreement, the definitions herein shall take precedence.
Sample 1

Examples of Tax Sharing and Indemnity Agreement in a sentence

  • Other than the Tax Sharing and Indemnity Agreement between the Borrower and Chaparral Steel Company that was entered into in connection with the Spin-Off Transaction (as defined in the Existing Credit Agreement), neither the Borrower nor any Subsidiary is party to any tax sharing agreement with any party outside the Borrower’s consolidated group.

  • Notwithstanding anything to the contrary in this Tax Sharing and Indemnity Agreement, ESS and Vialta each shall be solely liable for, and shall indemnify and hold harmless the other company from any taxes and related interest and penalties resulting from any action described in this Section 6, regardless of whether the other party has consented to such action.

  • Subject to the terms and conditions of a tax sharing and indemnity agreement between Sony Corporation of America and LTM in the form attached hereto as Exhibit D (the "Tax Sharing and Indemnity Agreement"), Sony Corporation of America and LTM shall indemnify and hold one another harmless for certain tax and employee benefits liabilities; 12.

  • At or prior to the Closing, LTM shall, and SPE shall cause Sony Corporation of America to, enter into and deliver the Tax Sharing and Indemnity Agreement.

  • Prior to or contemporaneously with the closing of the Rights Offering, DSI and HTE shall execute and deliver, or shall have executed and delivered, to one another the Tax Sharing and Indemnity Agreement, the Registration Rights Agreement and the Services Agreement (collectively, the "Other Agreements").

  • Exhibit B Form of Plan of Arrangement Exhibit C Letter Agreement Exhibit D Form of Tax Sharing and Indemnity Agreement Exhibit E Form of Sony Trademark Agreement Exhibit F Form of Amended and Restated By-laws of LTM Holdings, Inc.

  • The Tax Sharing and Indemnity Agreement dated as of September 24, 1999 by and among the parties hereto and Corporate Express, Inc.

  • XXX entered into a Tax Sharing and Indemnity Agreement dated October 20, 1999 (the “Original Agreement”).

  • Contemporaneously with the closing of the Rights Offering, ZAP.XXX xxx Zapaxx xxxll execute and deliver to one another the Tax Sharing and Indemnity Agreement, the Registration Rights Agreement and the Services Agreement (collectively, the "Other Agreements").

  • Contemporaneously with the closing of the Rights Offering, DSI and HTE shall execute and deliver to one another the Tax Sharing and Indemnity Agreement, the Registration Rights Agreement and the Services Agreement (collectively, the "Other Agreements").


More Definitions of Tax Sharing and Indemnity Agreement

Tax Sharing and Indemnity Agreement means the Tax Sharing and Indemnification Agreement in the form of Exhibit D annexed hereto to be entered into by Zapaxx xxx ZAP.XXX.
Sample 1
Tax Sharing and Indemnity Agreement means that certain Tax Sharing and Indemnity Agreement dated as of May 14, 1998 between Sony Corporation of America and Company, as such agreement may hereafter be amended, supplemented or otherwise modified in accordance with subsection 7.13A.
Sample 1

Related to Tax Sharing 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.

  • 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.

  • 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).

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

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

  • 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.

  • 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.

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

  • 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.

  • 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 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • Tax Representation Letters means the representations provided by Kontoor Brands and VF to Tax Advisers in connection with the rendering by Tax Advisers of the Tax Opinions.

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

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

  • 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.

  • 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.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Tax Indemnity means the deed of covenant against taxation, in the Agreed Terms, to be entered into on the Closing Date between the Seller and the Purchaser;