Common use of Contest of Tax Claim; After-Tax Basis Clause in Contracts

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party under Section 13.1(a)(xi), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller and the Seller shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 9 contracts

Samples: Receivables Purchase Agreement (Lennox International Inc), Receivables Purchase Agreement (Georgia Gulf Corp /De/), Receivables Purchase Agreement (Georgia Gulf Corp /De/)

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Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Loan Party under Section 13.1(a)(xi), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller Borrower and the Seller Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 4 contracts

Samples: Credit and Security Agreement (Packaging Corp of America), Credit and Security Agreement (Packaging Corp of America), Credit and Security Agreement (Packaging Corp of America)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party under Section 13.1(a)(xi13.01(a)(ix), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller and the Seller shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Sci Systems Inc), Receivables Purchase Agreement (Sci Systems Inc), Receivables Purchase Agreement (Sanmina-Sci Corp)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax Tax or governmental fee or charge for which indemnification will be sought from any Seller Loan Party under Section 13.1(a)(xi10.1(a)(J), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller Borrower and the Seller Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such taxTax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes or payments of amounts indemnified against hereunder (including any deduction) and the receipt of the indemnity payment provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, amount indemnified against, deduction or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 2 contracts

Samples: Credit and Security Agreement (Boston Scientific Corp), Credit and Security Agreement (Boston Scientific Corp)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party the Borrower under Section 13.1(a)(xi12.01(a)(xii), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller Borrower and the Seller Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 2 contracts

Samples: Loan Agreement (Aspen Technology Inc /De/), Loan Agreement (Aspen Technology Inc /De/)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Transaction Party under Section 13.1(a)(xi13.01(a)(xi), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller Transferor and the Seller Transferor shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 2 contracts

Samples: Asset Interest Transfer Agreement (Westpoint Stevens Inc), Asset Interest Transfer Agreement (Westpoint Stevens Inc)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party under Section 13.1(a)(xi)13.01(a)(ix) , such Indemnified Party shall give prompt and timely notice of such attempt to the Seller it and the Seller shall have the right, at its their expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Anuhco Inc)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party either or both Sellers under Section 13.1(a)(xi7.2(a)(x), such Indemnified Party shall give prompt and timely notice of such attempt to the applicable Seller and the such Seller shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Loan Purchase Agreement (Oxford Resources Corp)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party ------------------------------------- shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any the Seller Party under Section 13.1(a)(xi13.01(a)(ix), such Indemnified Party shall give prompt and timely notice -------------------- of such attempt to the Seller Seller, and the Seller shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Securitization Agreement (Yuasa Inc)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party the Transferor under Section 13.1(a)(xi14.1(a)(viii), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller Transferor and the Seller Transferor shall have the right, at its expense, to conduct or participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Transfer and Administration Agreement (Wackenhut Corp)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party the Borrower under Section 13.1(a)(xi7.2(a)(ix), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller Borrower and the Seller Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Warehouse Loan and Security Agreement (Financial Pacific Co)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party under Section 13.1(a)(xi13.01(a)(xi), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller and the Seller shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Inacom Corp)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party or Guarantor under Section 13.1(a)(xi13.01(a)(ix), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller and the Seller or Guarantor shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Sci Systems Inc)

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Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party under Section 13.1(a)(xi13.01(a)(ix), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller and the Seller shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Charming Shoppes Inc)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party ------------------------------------- shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party under Section 13.1(a)(xi12.01(a)(ix), such Indemnified Party shall give prompt -------------------- and timely notice of such attempt to the Seller and the Servicer and Seller and Servicer shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Receivables Purchase Agreement (C H Robinson Inc)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Loan Party under Section 13.1(a)(xi13.1(a)(x), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller Borrower and the Seller Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Credit and Security Agreement (Precision Castparts Corp)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party ------------------------------------- shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party under Section 13.1(a)(xi------- 13.01(a)(ix), such Indemnified Party shall give prompt and timely notice of such ------------ attempt to the Seller and the Seller shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Charming Shoppes Inc)

Contest of Tax Claim; After-Tax Basis. If any Indemnified ------------------------------------- Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party the Transferor under Section 13.1(a)(xi13.01(a)(ix), such Indemnified Party shall give prompt -------------------- and timely notice of such attempt to the Seller Transferor and the Seller Transferor shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Ikon Office Solutions Inc)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party ------------------------------------- shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party the Transferor under Section 13.1(a)(xi13.01(a)(ix), such Indemnified Party shall give prompt and timely notice -------------------- of such attempt to the Seller Transferor and the Seller Transferor shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Receivables Transfer Agreement (Alco Standard Corp)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from any Seller Party Seller, APR or Parent under Section 13.1(a)(xi13.01(a)(ix), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller them and the Seller Seller, APR or Parent shall have the right, at its their expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Anuhco Inc)

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