Tax Sharing or Indemnity Agreement definition

Tax Sharing or Indemnity Agreement means all Tax sharing or Tax indemnity agreements or arrangements (whether or not written) created or entered into before the Closing and binding any of the Acquired Entities, including without limitation any agreements or arrangements which (i) afford any other person the benefit of any Tax Asset of any of the Acquired Entities; (ii) require any Acquired Entities to take into account any income, revenues, receipts, gain, or any Tax items of any other person in determining the Acquired Entities' Tax liability; or (iii) require any Acquired Entities to make any payment to or otherwise indemnify any other person in respect of any Tax.
Sample 1
Tax Sharing or Indemnity Agreement means all Tax sharing or Tax indemnity agreements or arrangements (whether or not written) created or entered into before the Closing and binding any of the Tax Indemnity Entities, including without limitation any agreements or arrangements which (i) afford any other person the benefit of any Tax Asset of any of the Tax Indemnity Entities; (ii) require any Tax Indemnity Entities to take into account any income, revenues, receipts, gain, or any Tax items of any other person in determining the Tax Indemnity Entities' Tax liability; or (iii) require any Tax Indemnity Entities to make any payment to or otherwise indemnify any other person in respect of any Tax.
Sample 1
Tax Sharing or Indemnity Agreement means all Tax sharing or Tax indemnity agreements or arrangements, whether or not written, other than those required by law, created or entered into before the Closing and binding on any of the Stock Companies, including without limitation any agreements or arrangements which (i) afford any other Person the benefit of any Tax benefit of any of the Stock Companies; (ii) require any of the Stock Companies to take into account any income, revenues, receipts, gain, or any other Tax attributes of any other Person in determining its Tax liability; or (iii) require any of the Stock Companies to make any payment to or otherwise indemnify any other Person in respect of any Tax.
Sample 1

Related to Tax Sharing or 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 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.

  • 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 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.

  • 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.

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

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • 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.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • 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.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • 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.

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • 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.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • 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 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.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

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

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

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.