Income Tax Indemnification. In the event that the Internal Revenue Service or other taxing authority determines that any amounts received by Employee constitute taxable income to the Employee rather than (i) expense reimbursements under an accountable reimbursement plan by the Company, or (ii) expense reimbursements for out of town travel, the Company will reimburse Employee, within 30 days of written notification from Employee of such determination and specification of the amounts due, the amount of any income tax and self-employment tax along with interest and penalties thereon required to be paid by the Employee. Such reimbursement will include the amounts of any incremental tax incurred as a result of the reimbursement. Employee agrees that he will take all reasonable steps necessary to prevent such a determination by the Internal Revenue Service or other taxing jurisdiction.
Income Tax Indemnification. (a) Lessee acknowledges that Lessor is the owner of the Equipment for state law and Federal income tax purposes and that the most accelerated depreciation or cost recovery deductions on the full amount of the Equipment cost will be available to Lessor. Lessee acknowledges that Lessor intends to claim and take the depreciation deductions ("Depreciation Deductions") with respect to the Equipment in accordance with Section 168 of the Internal Revenue Code of 1986, as amended (the "Code").
Income Tax Indemnification. LESSEE acknowledges that BANKERS shall be entitled to all tax benefits of ownership with respect to the Equipment (the "Tax Benefits"), including but not limited to (i) the accelerated cost recovery deductions determined in accordance with Section 168(b)(1) of the Internal Revenue Code of 1986 for the Equipment based on the cost thereof, (ii) deductions for interest on any indebtedness incurred by BANKERS to finance the Equipment and (iii) sourcing of income and losses attributable to the LEASE. LESSEE agrees to take no action inconsistent with the foregoing or which would result in the loss, disallowance, unavailability to BANKERS of all or any part of the Tax Benefits. LESSEE hereby indemnifies and holds harmless LESSOR and its assigns from and against (i) any loss, disallowance, unavailability or recapture of all or any part of the Tax Benefits resulting directly or indirectly from any action, failure to act, statements, misrepresentation or breach of any warranty or covenant contained in this Lease Agreement, amendments, addendums, riders, Equipment Schedules, or any other attachments made hereto by LESSEE of any nature whatsoever including, but not limited to, the breach of any representation, warranties or covenants contained in this section plus (ii) all interest, penalties, fines or additions to tax resulting from such loss, disallowance, unavailability or recapture plus (iii) all taxes required to be paid by LESSOR upon receipt of the indemnity set forth herein. Any payments made by LESSEE to reimburse BANKERS for lost Tax Benefits shall be calculated on the assumption that BANKERS is subject to the maximum Federal Corporate Income Tax with respect to each year and all Tax Benefits are currently utilized, and without regard to whether BANKERS, or any members of a consolidated group of which BANKERS or its assigns is also a member, is then subject to any increase in tax as a result of the loss of the Tax Benefits. The term "BANKERS" includes for all tax purposes BANKERS'S assigns, heirs, executors, administrators, or other legal representation.
Income Tax Indemnification. (i) Except to the extent Income Taxes are reserved for in the Balance Sheet (excluding any reserve for deferred Income Taxes), and subject to Section 8.9, the Seller agrees to be responsible for and to indemnify and hold the Purchaser Indemnified Parties harmless from and against:
(A) the failure of any representation or warranty of the Seller set forth in Section 4.11, in so far as it relates to Income Taxes, to be true and correct in all respects as of the date made, but only to the extent that such Losses are attributable to periods ending on or before the Closing Date, and
(B) any and all Income Taxes that may be imposed upon or assessed against the Company or any Subsidiary or the assets thereof:
(1) with respect to all taxable periods ending on or prior to the Closing Date;
(2) with respect to the period allocated to the Seller pursuant to Section 8.5(b)(iv);
(3) with respect to any and all Income Taxes of any member of a consolidated, combined or unitary group of which the Company or any Subsidiary (or any predecessor) is or was a member on or prior to the Closing Date, by reason of the liability of the Company or such Subsidiary pursuant to Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local or foreign law or regulation.
(ii) The Purchaser agrees to indemnify and hold harmless the Seller from and against any and all Income Taxes of the Company (A) with respect to any taxable period of the Company beginning after the Closing Date or (B) attributable to the period allocated to the Purchaser pursuant to Section 8.5(b)(iv).
Income Tax Indemnification. (i) From and after the Closing, the Indemnifying Parties shall (on the same terms as set forth in the first sentence of Section 9.2(a)) indemnify, save and hold harmless the Indemnified Parties (including for this purpose, the Acquired Companies) from and against any and all Damages, including lost federal, state and local Income Tax benefits of the Acquired Companies after the Closing Date resulting from Parent (or an Affiliate of Parent) not being entitled to make an effective election under Section 338(h)(10) of the Code with respect to the purchase of the Shares under this Agreement, incurred in connection with, arising out of, resulting from or incident to:
(A) Income Taxes of each of the Acquired Companies for all Pre-Closing Tax Periods;
(B) Income Taxes of the Sellers imposed on any Acquired Company;
(C) any breach of any covenant or agreement made, or to be performed, by the Company or any Seller in Sections 6.9 through 6.15, (to the extent such covenant or agreement relates to Income Taxes, including, for the avoidance of doubt, Sections 6.9 and 6.14); and
(D) any breach of any representation or warranty or the inaccuracy of any representation or warranty, made by the Company in Section 3.7 (to the extent such representation or warranty relates to Income Taxes, including, for the avoidance of doubt, Sections 3.7(a) and (b)), except to the extent that any such Damages are otherwise indemnified pursuant to the foregoing clauses (A) through (C) above. For purposes of this Section 9.2(b), Taxes shall include the amount of Taxes which would have been paid but for the application of any credit or net operating loss or capital loss deduction attributable to Post-Closing Tax Periods.
(ii) From and after the Closing, Parent shall indemnify, save and hold harmless Sellers from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (A) Income Taxes of the Acquired Companies for any Post-Closing Tax Period, except to the extent such Taxes are attributable to a breach by the Company or Sellers of any covenant referenced in Section 9.2(b)(i)(C) or a representation or warranty referenced in Section 9.2(b)(i)(D), and (B) any breach of any covenant or agreement made, or to be performed, by Parent in Sections 6.9 through 6.15, to the extent such covenant or agreement relates to Income Taxes.
(iii) In the case of any Straddle Period:
(A) real, personal and intangible property Taxes or other Taxes levied on a per d...
Income Tax Indemnification. (a) The Shareholder shall be liable for and shall pay (and shall indemnify and hold Buyer and its Affiliates harmless from and against) all Income Taxes with respect to M&M for any Pre-Closing Tax Period (a “Tax Loss”); provided, however, the Shareholder shall be liable only to the extent such Income Taxes exceed the amount, if any, reserved for Income Taxes on the Interim Balance Sheet; provided further that the Shareholder shall also be responsible for Tax Losses attributable to any increase in Income Taxes payable by M&M that is attributable to: (i) any deduction, credit or transaction that is shifted as a result of any Final Determination from a taxable year beginning after the Closing Date to a taxable year ending on or before the Closing Date; or (ii) any income or transaction that is shifted as a result of any Final Determination from a taxable year ending on or before the Closing Date to a taxable year ending after the Closing Date. For purposes of this Agreement, a “Final Determination” shall have the meaning given to the term “determination” by Code Section 1313 and the Treasury Regulations thereunder with respect to United States federal Income Tax matters; and, with respect to foreign, state and local Income Tax matters, Final Determination shall mean any final settlement with a relevant Governmental Authority that does not provide a right to appeal or any final decision by a court with respect to which no timely appeal is pending and as to which the time for filing such appeal has expired. For the avoidance of doubt, a Final Determination with respect to United States federal Income Tax matters shall include any formal or informal settlement entered with the Internal Revenue Service with respect to which the taxpayer has no right to appeal. Buyer and its Affiliates shall be liable for and shall pay (and shall indemnify and hold the Shareholder and his Affiliates, successors and assigns harmless from and against) all Income Taxes with respect to M&M for any Post-Closing Tax Period. The term “Pre-Closing Tax Period” shall mean all taxable periods ending on or before the Closing Date and the portion ending on the Closing Date of any taxable period that includes (but does not end on) the Closing Date. The term “Post-Closing Tax Period” shall mean all taxable periods that begin after the Closing Date and the portion beginning after the Closing Date of any taxable period that includes (but does not end on) the Closing Date.
Income Tax Indemnification. 7 14.GENERAL INDEMNIFICATION:..................................................8
Income Tax Indemnification. This Agreement has been entered into on the assumption that this Agreement will be treated for Federal income tax purposes as a true lease and Lessor will be treated as the owner and lessor of the Equipment and Lessee will be treated as the lessee of the Equipment.
Income Tax Indemnification. The Company will claim deductions on all of its federal, state and local income or franchise Tax Returns in respect of all assets of the Business described in Code section 197(d) (an "Intangible Deduction"). To the extent an Intangible Deduction taken by the Company is finally disallowed by any Governmental Authority for any reason, including by reason of application of Code section 197(f)(9), upon receipt of a written notice of such disallowance which states the amount of the disallowed Intangible Deductions, Seller shall promptly pay Purchaser (x) 50% of the amount of the Company's actual increased liability for Taxes that results from the disallowed Intangible Deductions plus (y) 50% of the amount of Intangible Deductions disallowed for each future Company tax period, multiplied by the highest rate of tax applicable to the Company in the jurisdiction of the Governmental Authority disallowing the Intangible Deductions in effect in the tax year of the disallowance and discounted by 8 1/2% per annum from the future year of deduction. The parties agree to treat any and all such payment by Seller to Purchaser as an adjustment to the Purchase Price on all Tax Returns and any other relevant documents of the parties. If and to the extent that (x) the transactions contemplated hereby shall be finally determined not to be a taxable sale of the Business to the Company by any Governmental Authority and (y) the Company receives depreciable or amortizable basis in any assets of the Business that resulted from any disallowed deductions claimed by Seller on Seller's tax return filed with any Governmental Authority for the tax period including these transactions, then the Company shall promptly pay to Seller an amount equal to 50% of the amount of Seller's actual increased liability for Taxes that results from the deductions claimed by the Seller but disallowed by such Governmental Authority that have generated such additional basis.
Income Tax Indemnification. Seller shall indemnify Buyer and its affiliates (including the Company and the Subsidiaries) against (i) all liability for Income Taxes of the Company or the Subsidiaries for the Pre–Closing Tax Period excluding the Closing Date except as provided in Section 11(a)(iii) and 11(a)(iv) hereof; (ii) all liability (as a result of Treasury Regulation §1.1502–6(a) or otherwise) for Income Taxes of Seller or any other corporation (other than the Company or the Subsidiaries) affiliated at any time before the Closing with the Company or the Subsidiaries; (iii) all liability of Buyer or any of its affiliates for United States federal Income Taxes to the extent such liability results from the Section 338(h)(10) Election required by Section 12(g) of this Agreement (including Income Taxes attributable to a deemed sale of assets under Section 338(a) of the Code, but excluding Income Taxes attributable to extraordinary transactions (other than the Section 338(h)(10) Election) occurring at Buyer’s direction on the Closing Date after the Closing); (iv) all liability of Buyer or any of its affiliates for Income Taxes imposed by any other jurisdiction, to the extent such liability results from the Section 338(h)(10) Election or any comparable election under such jurisdiction’s Tax laws required by Section 12(g) of this Agreement (including Income Taxes attributable to a deemed sale of assets under Section 338(a) of the Code or a comparable provision, but excluding Income Taxes attributable to extraordinary transactions (other than the Section 338(h)(10) Election or comparable elections) occurring at Buyer’s direction on the Closing Date after the Closing); (v) all liability for breaches of the representations and warranties set forth in Section 4(h) relating to Income Taxes; and (vi) all liability for reasonable legal fees and expenses attributable to any item in clause (i) through (v) above. Notwithstanding the foregoing, Seller shall not indemnify Buyer or Buyer’s affiliates (including the Company and the Subsidiaries) against any liability for Income Taxes attributable to a breach by Buyer of its obligations under this Agreement. Buyer shall, and shall cause the Company and the Subsidiaries to, indemnify Seller and its affiliates against (i) all Income Tax liability of the Company or the Subsidiaries for the Closing Date and periods thereafter (other than Income Taxes of the Company or the Subsidiaries for which indemnification by Seller has been expressly provided under t...
