Indemnifiable Tax Clause Samples
The Indemnifiable Tax clause defines which taxes are subject to indemnification between parties in a contract. It typically specifies that one party will compensate the other for certain tax liabilities that arise in connection with the transaction, such as taxes resulting from a breach of representation or a failure to withhold. This clause ensures that the financial risk of unexpected or specific tax obligations is clearly allocated, protecting parties from unforeseen tax burdens related to the agreement.
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Indemnifiable Tax. Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, all Taxes in relation to payments by Party A shall be Indemnifiable Taxes (including any Tax imposed in relation to a Credit Support Document or in relation to any payment thereunder) unless (i) such Taxes are assessed directly against Party B and not by deduction or withholding by Party A or (ii) arise as a result of a Change in Tax Law (in which case such Tax shall be an Indemnifiable Tax only if such Tax satisfies the definition of Indemnifiable Tax provided in Section 14). In relation to payments by Party B, no Tax shall be an Indemnifiable Tax.
Indemnifiable Tax. The definition of "Indemnifiable Tax" in Section 14 is hereby amended by adding the following sentence at the end thereof:
Indemnifiable Tax. Party A agrees that Party B will not be required to pay any additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of an Indemnifiable Tax. If Party A is required to pay additional amounts in respect of a withholding tax pursuant to Section 2(d)(i)(4) of this Agreement, Party A may transfer this Agreement, subject to satisfaction of the Rating Agency Condition and the written consent of the Insurer, as provided in Section 6(b)(ii) of this Agreement and such transfer shall require prior written notice to Party B.
Indemnifiable Tax. The definition of “Indemnifiable Tax” in Section 14 is deleted in its entirety and replaced with the following:
Indemnifiable Tax. For the purposes of Section 2(d)(i)(4) no tax shall be an Indemnifiable Tax.
Indemnifiable Tax. Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, all Taxes in relation to payments by Party A shall be Indemnifiable Taxes and in relation to payments by Party B, no Tax shall be an Indemnifiable Tax.
Indemnifiable Tax. For purposes of Section 14 of this Agreement, the following shall be added at the end of the definition of "Indemnifiable Tax":
Indemnifiable Tax. The definition of the term "Indemnifiable Tax" also means any Tax imposed in respect of a payment under this Agreement by reason of a Change in Tax Law by a government or taxing authority of a Relevant Jurisdiction of the party making such payment, unless the other party is incorporated, organised, managed and controlled or considered to have its seat in such jurisdiction, or is acting for purposes of this Agreement through a branch or office located in such jurisdiction.
Indemnifiable Tax. For the avoidance of doubt and for purposes of the Forward Transaction, any applicable withholding tax on any manufactured payments or distributions from Party A to Party B shall not be an Indemnifiable Tax.
Indemnifiable Tax. Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, all Taxes in relation to payments by Party A shall be Indemnifiable Taxes (including any Tax imposed in relation to a Credit Support Document or in relation to any payment thereunder) unless (i) such Taxes are assessed directly against Party B and not by deduction or withholding by Party A or (ii) arise as a result of a Change in Tax Law (in which case such Tax shall be an Indemnifiable Tax only if such Tax satisfies the definition of Indemnifiable Tax provided in Section 14). In relation to payments by Party B, no Tax shall be an Indemnifiable Tax. Reference Number: FXNSC9506 HSBC Bank USA, National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to the SunTrust Acquisition Closed-End Seconds Trust, Series ▇▇▇▇-▇, ▇▇▇▇▇ Backed Pass-Through Certificates May 14, 2007 Page 7 of 27