Indemnifiable Taxes definition

Indemnifiable Taxes shall have the meaning given to that term in Section 2.12(a).

Indemnifiable Taxes has the meaning specified in Section 2.15(a).

Indemnifiable Taxes means any and all (i) Taxes that are attributable to any Pre-Closing Tax Periods (as determined under the principles set forth in Section 9.02(e)) and (ii) Transfer Taxes for which the Holders are responsible in accordance with Section 6.02.

Examples of Indemnifiable Taxes in a sentence

• Party B shall not be required to pay to Party A any amount relating to Indemnifiable Taxes pursuant to Section 2(d)(i)(4) of the Agreement.

• Seller has full right to control the conduct of any audit or administrative or judicial proceeding (a “Tax Proceeding”) that could give rise solely to Indemnifiable Taxes; provided, however, that Purchaser and its representatives shall have the right, at Purchaser’s expense, to participate in any such Tax Proceeding; provided, further, that settlement or other resolution of such Tax Proceeding shall be subject to the consent of Purchaser (which consent shall not be unreasonably withheld or delayed).

• Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Returns, provided, however, that in the case of a Straddle Period Tax Return, Seller shall be responsible for, and Seller shall indemnify Purchaser no later than the due date of such Straddle Period Tax Return for, Indemnifiable Taxes shown as due on such Straddle Period Tax Return, except to the extent as provided in Section 12.2(a)(aa).

• Purchaser shall pay or cause to be paid all Taxes required to be paid with each such Tax Return, provided that Seller shall be responsible for, and shall indemnify Purchaser no later than the due date of such Tax Return for, Indemnifiable Taxes shown as due on such Tax Return, except to the extent as provided in Section 12.2(a)(aa).

• If any Taxing Authority issues to any Purchaser, Sold Entity or a JV Majority Participation, a notice of deficiency or any other type of proposed adjustment of Taxes of the Sold Entity or JV Majority Participation that could give rise solely to Indemnifiable Taxes, Purchaser must notify Seller within ten (10) Business Days of receipt of the notice of deficiency or other proposed adjustment.

More Definitions of Indemnifiable Taxes

Indemnifiable Taxes is defined in Section 13(a).

Indemnifiable Taxes shall have the meaning set forth in Section 8.03(a).

Indemnifiable Taxes means any present or future Taxes required to be imposed or reasonably expected to be imposed (including by withholding or deduction) (x) by any Relevant Jurisdiction (i) on Shareholder or the Purchaser (including any property held by or on behalf of Shareholder or Purchaser and including, for the avoidance of doubt, any U.S. withholding taxes that apply with respect to distributions on the Shares), (ii) on payments (including deliveries of property) by or on behalf of any Shareholder to the Purchaser or (y) by any Relevant Jurisdiction (other than the United States) on payments or distributions by or on behalf of the Purchaser; provided that clauses (x)(i) and (x)(ii) shall apply only if such Taxes would reduce the amount of cash or property held by Purchaser (including cash or property pledged to Purchaser as Collateral); and provided further that Taxes imposed with respect to Ordinary Cash Dividends shall not constitute Indemnifiable Taxes.

Indemnifiable Taxes means all Taxes other than (i) net income taxes, franchise taxes imposed in lieu of net income taxes or similar taxes imposed on or measured by net income that are imposed on or levied on the Administrative Agent or a Lender as a result of a present or former connection between the Administrative Agent or the Lender and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement); and (ii) except as provided in Section 13.04(b), any withholding tax that is imposed on amounts payable to a Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to a Lender’s failure or inability to comply with Section 5.04(b) other than as a result of a Change in Tax Law after the Lender became a party hereto.

Indemnifiable Taxes means (a) all Taxes of the Acquired Companies for all Pre-Closing Tax Periods; (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any predecessor of any Acquired Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (c) all Taxes of another Person imposed on any of the Acquired Companies arising under the principles of transferee or successor liability or by reason of a Tax Sharing Agreement or any contract providing for the payment of any Taxes of another person, in each case, relating to an event or transaction occurring before the Closing Date; provided, that, the defined term Indemnifiable Taxes shall not include any Taxes to the extent the Tax-related Loss in question results from Parent’s violation of Section 6.01(c).

Indemnifiable Taxes means (a) any and all Taxes relating to, arising out of, by reason of or otherwise in connection with (i) a breach of Section 10.23, or (ii) IPO Disclosure Documents, and (b) Reporting-Related Taxes incurred by an Affected Member and subject to Section 10.23(c).

Indemnifiable Taxes has the meaning set forth in Section 3.06 (Net Payments; Taxes).