Tax Indemnification and Allocation Agreement definition

Tax Indemnification and Allocation Agreement means the Tax Indemnification and Allocation Agreement, dated as of the date hereof, by and among CCI and uBid.
Sample 1Sample 2Sample 3
Tax Indemnification and Allocation Agreement means the Tax Indemnification and Allocation Agreement, dated as of the date hereof, by and between Parent and the Company.
Sample 1Sample 2Sample 3
Tax Indemnification and Allocation Agreement means the Tax Indemnification and Allocation Agreement, dated as of the date hereof, by and among PC Mall and eCOST.
Sample 1Sample 2Sample 3

Examples of Tax Indemnification and Allocation Agreement in a sentence

  • Waiver by any party of any default by the other party of any provision of this Agreement, any Ancillary Agreement, the Registration Rights Agreements or the Tax Indemnification and Allocation Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party.

  • Except as expressly set forth in any Ancillary Agreement, the Registration Rights Agreements and the Tax Indemnification and Allocation Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein, shall survive each of the IPO and the Distribution.

  • Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement, the Registration Rights Agreements or the Tax Indemnification and Allocation Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within 30 days of such xxxx, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus 2%.

  • The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements, the Registration Rights Agreements and the Tax Indemnification and Allocation Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

  • Effective as of the date hereof, each of CCI and uBid will execute and deliver all of the Ancillary Agreements, the Registration Rights Agreements and the Tax Indemnification and Allocation Agreement.

  • No party hereto shall have any right, remedy or claim with respect to any provision of this Agreement, any Ancillary Agreement, the Registration Rights Agreements or the Tax Indemnification and Allocation Agreement to the extent such provision relates solely to the other two parties hereto or the members of such other two parties' respective Groups.

  • All notices requests, demands, waivers and other communications under this Agreement, any Ancillary Agreement or the Tax Indemnification and Allocation Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or by facsimile transmission or mailed (certified or registered mail, postage prepaid, return receipt requested): If to CCI, to: Creative Computers, Inc.

  • The word "including" and words of similar import when used in this Agreement (or the applicable Ancillary Agreement, the Registration Rights Agreements or the Tax Indemnification and Allocation Agreement) shall mean "including, without limitation," unless the context otherwise requires or unless otherwise specified.

  • Except as expressly set forth in this Agreement (including Section 3.1(h) hereof) or in any Ancillary Agreement, the Registration Rights Agreements or in the Tax Indemnification and Allocation Agreement, whether or not the Distribution is consummated, each party hereto shall bear its own respective third party fees, costs and expenses paid or incurred in connection with the Distribution.

  • All notices, requests, demands, waivers and other communications under this Agreement, any Ancillary Agreement or the Tax Indemnification and Allocation Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or by facsimile transmission or mailed (certified or registered mail, postage prepaid, return receipt requested): If to PC Mall, to: PC Mall, Inc.

Related to Tax Indemnification and Allocation Agreement

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

  • 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.

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

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

  • 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.

  • 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.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

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

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

  • 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.

  • 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).

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • 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.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

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

  • 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.

  • 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.

  • 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.

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • 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 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.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.