Indemnification for Tax Liabilities. As a condition of the grant of Units, the Employee expressly consents and agrees to indemnify the Company and/or its Subsidiaries and hold them harmless from any and all liability attributable to taxes, interest or penalties thereon, including without limitation, liabilities relating to the necessity to withhold any taxes.
Indemnification for Tax Liabilities. As a condition of the grant of the Equity Award, the International Participant expressly consents and agrees to indemnify the Company and/or the International Participant's Employer and hold them harmless from any and all liability attributable to taxes, interest or penalties thereon, including without limitation, liabilities relating to the necessity to withhold any taxes.
Indemnification for Tax Liabilities. The Participant expressly consents and agrees to indemnify the Company and/or its subsidiaries and hold them harmless from any and all liability attributable to taxes, interest or penalties thereon, including without limitation, liabilities relating to the necessity to withhold any taxes from the settlement of the Restricted Stock Units or any other payments made to the Participant pursuant to the Restricted Stock Units.
Indemnification for Tax Liabilities. 17 4.5 Procedure for Indemnification for Tax Liabilities..............................................17 4.6 Arbitration....................................................................................18 4.7
Indemnification for Tax Liabilities. (a) (i) Notwithstanding any other provision of this Agreement to the contrary, subject to Section 4.4(b), Ceva, Inc. shall indemnify, defend and hold harmless DSPGI and each DSPGI Affiliate (or any successor to any of them) against any and all Tax-Related Losses incurred by DSPGI or any of them in connection with any proposed tax assessment or tax controversy with respect to the Distribution or the Separation to the extent caused by any breach by Ceva, Inc. of any of its representations, warranties or covenants made pursuant to Article IV of this Agreement or in any Representation Letter issued by Ceva, Inc. after the Combination Effective Date.
Indemnification for Tax Liabilities. (a) Notwithstanding any other provision of this Agreement to the contrary, (i) subject to Section 4.4(b), PFSweb shall indemnify, defend and hold harmless Daisytek International and each Daisytek Affiliate (or any successor to any of them) against any 18 20 and all Tax-Related Losses incurred by Daisytek International or any of them in connection with any proposed tax assessment or tax controversy with respect to the Distribution or the Contribution to the extent caused by any breach by PFSweb of any of its representations, warranties or covenants made pursuant to this Agreement and (ii) Daisytek International shall indemnify, defend and hold harmless PFSweb and each PFSweb Affiliate (or any successor to any of them) against any and all Tax-Related Losses incurred by PFSweb or any of them in connection with any proposed tax assessment or tax controversy with respect to the Distribution or the Contribution to the extent caused by any breach by Daisytek International or Daisytek of any of its representations, warranties or covenants made pursuant to this Agreement. All interest or penalties incurred in connection with such Tax-Related Losses shall be computed for the time period up to and including the date that the Indemnifying Party pays its indemnification obligation in full.
(b) If Daisytek (i) makes a determination pursuant to any clause of Section 4.2, on the basis of a Subsequent Tax Opinion/Ruling or otherwise, and (ii) delivers to PFSweb written notice of such determination pursuant to Section 4.3(c), PFSweb shall have no obligation pursuant to Section 4.4(a), except to the extent that any Tax-Related Losses so incurred resulted from the inaccuracy, incorrectness or incompleteness of any representation provided by PFSweb upon which such Subsequent Tax Opinion/Ruling and/or determination was based.
(c) The Indemnifying Party shall pay any amount due and payable to the Indemnitee pursuant to this Section 4.4 on or before the 90th day following the earlier of agreement or determination that such amount is due and payable to he Indemnitee. All payments pursuant to this Section 4.4 shall be made by wire transfer to the bank account designated by the Indemnitee for such purpose, and on the date of such wire transfer the Indemnifying Party shall give the Indemnitee notice of the transfer.
Indemnification for Tax Liabilities. 79 12.5 Procedure for Indemnification for Tax Liabilities ................. 82 12.6 Exclusivity of Article XII ........................................ 83
Indemnification for Tax Liabilities. (a) Notwithstanding any other provision of this Agreement or any provision of any of the Tax Agreements to the contrary but subject to Section 4.3(b), OSCA shall indemnify, defend and hold harmless GLC and each GLC Affiliate (or any successor to any of them) against any and all Tax-Related Losses incurred by GLC in connection with any proposed tax assessment or tax controversy with respect to the Distribution to the extent caused by any breach by OSCA of any of its representations, warranties or covenants made pursuant to this Agreement. All interest or penalties incurred in connection with such Tax-Related Losses shall be computed for the time period up to and including the date that OSCA pays its indemnification obligation in full.
Indemnification for Tax Liabilities. 42 10.4 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 10.5 Indemnification by Millers and Surviving Corporation . . . . . . . . . . . . . . . . . . . . 43 10.6
Indemnification for Tax Liabilities. Notwithstanding any other provisions of this Agreement or any other agreement, instrument or document to the contrary, no indemnification pursuant to Section 10.1 shall be payable pursuant to the Escrow Agreement with respect to (i) any breach of Section 3.7 hereof, (ii) Millers Costs incurred as a result of any failure to timely file Forms 5500 or similar filings as referenced on Schedule 3.20 or (iii) Millers Costs incurred as a result of any failure to timely make the Top Hat filing required by the Department of Labor Regulation Section 2520.104-23 as referenced on Schedule 3.20; provided that adequate reserves of up to $300,000.00 have been established on the balance sheet of the Company as of December 31, 1996 for any such tax or Department of Labor liability relating to any period prior to December 31, 1996.
