Final Determination True-Up Sample Clauses

Final Determination True-Up. Upon the occurrence of a Tax Indemnification Event, (A) to the extent that the total of the amounts previously paid by the Seller in respect of the relevant Seller Taxes is less than the amount so determined to be the amount of the Seller Taxes, the Seller shall forthwith (and, in any event, within fifteen (15) days of the time that the applicable Purchaser’s Indemnified Party notifies the Seller of the occurrence of the Tax Indemnification Event) pay to such Purchaser’s Indemnified Party the amount of the Seller Taxes less the total of the amounts previously paid, and (B) to the extent that the total of the amounts previously paid by the Seller in respect of such Seller Taxes exceeds the amount so determined to be the amount of the Seller Taxes, such Purchaser’s Indemnified Party shall forthwith upon receipt or confirmation of any refund or credit of such Seller Taxes (and, in any event, within fifteen (15) days of the receipt or confirmation of such refund or credit) pay to the Seller the amount of such refund or credit (including any interest paid or credited with respect thereto but net of any Taxes payable by the Purchaser’s Indemnified Party in respect of such refund, credit or interest).
Sample 1
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Final Determination True-Up. Upon the occurrence of a Tax Indemnification Event, (i) to the extent that the total of the amounts previously paid by the Sellers in respect of the relevant Indemnifiable Taxes is less than the amount so determined to be the amount of the
Sample 1

Related to Final Determination True-Up

  • Expert Determination If the dispute is not resolved under clause 10.3 or clause 10.5, or the parties otherwise agree that the dispute may be resolved by expert determination, the parties may refer the dispute to an expert, in which event:

  • Indemnification Determinations Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.

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