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 written notice of any attempt to impose or collect any Tax or Other Taxes for which indemnification will be sought from Seller under Section 13.1(a)(xi), such Indemnified Party shall give prompt and timely notice of such attempt to the Seller. 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 profit which is or was payable by the Indemnified Party.

Appears in 7 contracts

Samples: Receivables Purchase Agreement (Lennox International Inc), Receivables Purchase Agreement (Lennox International Inc), Receivables Purchase Agreement (Lennox International Inc)

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Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have written notice of any attempt to impose or collect any Tax tax or Other Taxes governmental fee or charge for which indemnification will be sought from Seller Issuer under Section 13.1(a)(xi11.01(a)(viii), such Indemnified Party shall give prompt and timely notice of such attempt to the SellerIssuer. 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 profit profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Indenture (Collegiate Funding Services Inc)

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have written notice of any attempt to impose or collect any Tax tax or Other Taxes governmental fee or charge for which indemnification will be sought from Seller the Borrower under Section 13.1(a)(xi11.01(a)(xiii), such Indemnified Party shall give prompt and timely notice of such attempt to the SellerBorrower. 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 profit profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Credit Agreement (Mru Holdings Inc)

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Contest of Tax Claim; After-Tax Basis. If any Indemnified ------------------------------------- Party shall have written notice of any attempt to impose or collect any Tax tax or Other Taxes governmental fee or charge for which indemnification will be sought from Seller Issuer under Section 13.1(a)(xi11.01(a)(viii), such Indemnified Party shall give prompt and ---------------------- timely notice of such attempt to the SellerIssuer. 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 profit profits which is or was payable by the Indemnified Party.

Appears in 1 contract

Samples: Indenture (Direct Iii Marketing Inc)

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