Indemnification for Taxes. (a) Seller Parties shall, jointly and severally, indemnify Buyer and its Affiliates, including, after the Closing, the Company (each herein sometimes referred to as an “Indemnified Taxpayer”), against, and protect, save and hold harmless each Indemnified Taxpayer from, any and all Damages directly resulting from:
(i) any Taxes of the Company allocable to any period ending on or prior to the Closing Date or, as provided in Section 7.3(b), allocable to the pre-Closing portion of any period that begins on or before and ends after the Closing Date;
(ii) any Taxes of any other Person imposed on the Company (or Buyer as a result of the Company being a disregarded entity post-Closing) (A) as a result of any written Tax sharing or Tax allocation agreement in effect on or prior to the Closing Date, (B) as a transferee or successor, or otherwise under applicable Legal Requirements (which Taxes described in this clause (B) relate to an event or transaction occurring on or prior to the Closing Date), or (C) by reason of being a member, partner or similar owner of an equity interest in a partnership, limited liability company or other entity classified as a partnership pursuant to Treasury Regulation Section 301.7701-3 or any similar provision of state, local or foreign Legal Requirements;
(iii) the portion of any Transfer Taxes that are the responsibility of Sellers pursuant to Section 7.2(d); or
(iv) any breach of or failure to perform any representation, warranty, covenant or agreement in this Agreement relating to Taxes or Tax Returns.
(i) If a written claim is made by any Tax Authority that, if successful, would result in the indemnification of an Indemnified Taxpayer, the Indemnified Taxpayer shall promptly notify Seller Representative in writing of such fact; provided that any failure to give such notice will not waive any rights of the Indemnified Taxpayer except to the extent the rights of the indemnifying party are actually materially prejudiced.
(ii) Seller Representative shall have the right to defend against any claim under subsection (b)(i) at Sellers’ expense and with counsel of Seller Representative’s choice so long as (A) Buyer is kept reasonably informed of the status and progress of such claim and related proceedings, (B) Buyer and Bxxxx’s counsel are allowed to participate at Bxxxx’s expense in such claim and related proceedings, (C) Seller Representative’s counsel with respect to such claim is approved by Buyer in its reasonable discretion and Sell...
Indemnification for Taxes. (a) Seller and Seller Equityholder, jointly and severally, agree to pay, reimburse, indemnify, and hold harmless Buyer and Seller and their respective directors, officers, shareholders, successors, and permitted assigns, from and against any and all Taxes imposed upon Seller payable with respect to, and any and all other Losses arising out of or in any manner incident, relating, or attributable to Taxes imposed upon Seller payable with respect to, or Tax Returns required to be filed by Seller with respect to, income of Sellers for (i) any taxable year (or other applicable reporting period) (a “Reporting Period”) of Seller ending on or before the Closing Date (“Pre-closing Tax Period”) other than Losses arising from transactions occurring after the Closing, and (ii) to any Reporting Period of Seller that begins before the Closing Date and that ends after the Closing Date (a “Straddle Period”), except that with respect to any Straddle Period, Seller Equityholder shall be responsible for the payment of such Taxes only to the extent that they relate to the portion of such Straddle Period ending on the Closing Date and except with respect to any Reporting Period to the extent of any reserve on the Closing Balance Sheet relating to any such Taxes. In addition, Seller shall be responsible up to the aggregate amount set forth in Paragraph 10.1 above, for any amounts which become due for the period of time that the Seller operated the business as a result of any recharacterization of entertainers at the business as employees.
(b) Buyer and VCG Holding Corporation agrees to pay, reimburse, indemnify, and hold harmless Seller Equityholders and its directors, officers, shareholders, successors, and permitted assigns (including any in their capacities as officers or directors of Kenkev prior to the Closing) from and against any and all Taxes imposed upon Seller payable with respect to, and any and all other Losses arising out of or in any manner incident, relating, or attributable to (i) Taxes imposed upon Seller payable with respect to, or Tax Returns required to be filed by Seller with respect to, income of Seller for any Reporting Period of Seller beginning after the Closing Date, (ii) Taxes imposed upon income of Seller for the Straddle Period to the extent attributable to the portion of the Straddle Period beginning on or after the Closing Date, and (iii) Taxes imposed upon xxxxx, or for which the Seller may otherwise be liable, as a result of transactions occurri...
Indemnification for Taxes. The Company shall indemnify Employee for any and all taxes, penalties, additions to tax and interest on tax deficiencies of any kind (collectively, "Taxes") with respect to any and all payments and benefits provided by this Agreement or other agreements with Employee which are subject (if at all) to the excise tax (Excess Tax") pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended. This indemnification shall extend to any and all Taxes with respect to any and all reimbursements hereunder such that, on a net-after-tax basis, Employee is in the same position that Employee would have been in if no payments made by Company to Employee had been subject to the Excise Tax (and, therefore, no indemnification payments hereunder had been necessary).
Indemnification for Taxes. Borrowers shall indemnify Bank for the full amount of Taxes (including penalties, interest, expenses and Taxes arising from or with respect to any indemnification payment) arising therefrom or with respect thereto, whether or not the Taxes were correctly or legally asserted. This indemnification shall be made on demand. If Borrowers make a payment under Section 9.1 or this Section 9.2 for account of Bank and Bank reasonably determines that it has received or been granted a credit against or relief or remission for, or repayment of, any Tax paid or payable by it in respect of or calculated with reference to the deduction or withholding giving rise to such payment, Bank shall, to the extent that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to Borrower such amount as Bank shall have reasonably determined to be attributable to such deduction or withholding. The amount paid by Bank to Borrowers pursuant to the immediately preceding sentence shall not exceed: (x) in the case of a refund of cash, the amount of cash refunded to Bank with respect to such Tax; or (y) in the case of a refund taking the form of a credit against Tax, the economic benefit to Bank with respect to the amount received as credit with respect to such Tax. Borrowers further agree promptly to return to Bank the amount of any credit or refund actually paid to Borrowers by Bank if Bank is required to repay it.
Indemnification for Taxes. Parent and Hims shall jointly and severally indemnify and hold harmless the CEO and the CEO Trust, on an after-tax basis and determined on a with or without basis, from and against any federal, state and local taxes resulting from the Share Exchange itself with respect to, or as a result of, the receipt of the CEO High Vote Shares or any income recognized by the CEO or the CEO Trust for tax purposes with respect to the CEO High Vote Shares received by the CEO Trust in connection with the Share Exchange (including interest and penalties, and costs and expenses incurred in connection with any audit, examination, inquiry or other action or proceeding with respect to the foregoing (including the documented reasonable fees and disbursements of the CEO’s and the CEO Trust’s counsel related thereto)). Without limiting the foregoing, such taxes shall include, without duplication, income, net investment, withholding, payroll, employment, social security, and unemployment taxes. Any indemnity payable by Parent and Hims pursuant to this Section 1.4 shall not take into account as a reduction of the indemnity payment any tax basis or other tax attribute created by the income that produced the tax, and shall be paid within five (5) days of the CEO’s written request, and such request may be made as the CEO or the CEO Trust incurs the indemnification costs and expenses or as the CEO or CEO Trust becomes liable for taxes (or interest and penalties) due and payable; provided that, if, as a result of recognizing income that produced the indemnifiable tax, the CEO becomes entitled to receive a refund of taxes paid in respect of gain recognized on the sale of Parent capital stock prior to such indemnifiable tax being assessed, the CEO shall use commercially reasonable efforts to recover such refund, and shall pay such refund to Parent as soon as reasonably practicable after the receipt thereof; provided, however, that the CEO’s obligation to recover such refund will only arise if the potential refund amount exceeds $250,000 and the payment amount of such refund to Parent shall be reduced by any cost, fees, or expenses incurred by CEO to recover such refund. This Section 1.4 will provide the exclusive remedy against Parent and Hims for any breach of any representation, warranty, covenant or other claims arising out of or relating to Section 1.3 and Section 1.4 of this Agreement.
Indemnification for Taxes. Borrower agrees to indemnify each Lender and Administrative Agent for the full amount of Taxes and Other Taxes which Borrower is obligated to pay under this Section 4.6 (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 4.6) paid by such Lender or Administrative Agent (as the case may be) and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto.
Indemnification for Taxes. Other than payments required under this Agreement, the GM Investor shall indemnify and hold harmless the Company and any of its Subsidiaries from any Taxes (as such term is defined in the Purchase Agreement) imposed on the Company or any of its Subsidiaries pursuant to Treasury Regulations Section 1.1502-6 (or any analogous or similar provision of U.S. state or local, or non-U.S. law) as a result of being a member of (i) the GM Consolidated Group or (ii) any other affiliated, consolidated, combined or unitary group of which (A) the GM Investor, (B) the GM Parent, (C) any Affiliate or direct or indirect Subsidiary of the GM Parent (other than the Company or any of its Subsidiaries) or (D) any member of the GM Consolidated Group (other than the Company or any of its Subsidiaries) was a member prior to a Deconsolidation.
Indemnification for Taxes. Each Obligor indemnifies each Secured Party for the full amount of Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.1) paid by such Secured Party and any liability (including interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Each payment required to be made by an Obligor in respect of this indemnification shall be made to the Administrative Agent for the benefit of any party claiming such indemnification within thirty (30) days from the date such Obligor receives written demand therefor from the Administrative Agent on behalf of itself as Administrative Agent or any such Secured Party. If any Secured Party receives a refund in respect of any Taxes paid by an Obligor under this clause (c), such Secured Party shall promptly pay to such Obligor such Obligor’s share of such refund as reasonably determined by such Secured Party.
Indemnification for Taxes. The Loan Parties shall jointly and severally indemnify Administrative Agent, Issuing Bank and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by Administrative Agent, Issuing Bank or such Lender or required to be withheld or deducted from a payment to Administrative Agent, Issuing Bank or such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered to the Loan Parties by Issuing Bank or a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of Issuing Bank or a Lender, shall be conclusive absent manifest error. Notwithstanding any contrary provision in this Agreement, the obligation of the Loan Parties under this Section 3.11 shall survive the payment in full of the Obligations and the termination of this Agreement.
Indemnification for Taxes. Borrower agrees to indemnify each Lender and Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this SECTION 4.6) paid by such Lender or Administrative Agent (as the case may be) and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto.
