Limitations on Tax Indemnification. No Acquiror Indemnified Party shall be indemnified for the following Taxes (or related Damages): (i) any Tax with respect to a Post-Closing Tax Period (other than such Taxes arising from a breach of a representation in Section 4.14(l)); (ii) any Tax attributable to a breach of the Acquiror or its Affiliates (including the Company and its Subsidiaries) of any provision of this Agreement; (iii) any Transfer Tax; or (iv) any Tax to the extent included in the computation of the Purchase Price.
Limitations on Tax Indemnification. Seller shall not have an obligation to indemnify and hold harmless Purchaser or its affiliates for the payment of Taxes pursuant to Section 8.01(a) or Section 8.02 unless Seller receives a written notice of a claim for indemnification prior to the time the applicable statute of limitation with respect to the liability for Taxes in question expires. Seller shall be liable for Taxes pursuant to Section 8.01 or Section 8.02 or for a breach of Section 2.11 for Losses relating to the payment of Taxes when and only to the extent Taxes have become due and payable by any of the Purchaser Indemnitees and would not have been payable but for the fact that causes a Loss under Section 8.01 or Section 8.02. Notwithstanding anything to the contrary in this Agreement, Seller's indemnification obligations for a breach of Section 2.11(h) shall survive indefinitely.
Limitations on Tax Indemnification. The indemnification provided for in Section 5.03 shall be subject to the following limitation: SRAX shall not be required to indemnify any Persons in respect of any Losses for which indemnification is claimed under Section 5.03 unless and until the aggregate amount of all Losses in respect of indemnification under Section 5.03 exceeds $50,000, in which event SRAX shall be required to indemnify such Persons for all such Losses from the first dollar. The aggregate amount of all Losses for which the SRAX shall be liable pursuant to Section 5.03 shall not exceed $1,000,000.
Limitations on Tax Indemnification. (a) The Argos Parties shall have no obligation to indemnify Summit to the extent that
(i) the Indemnified Taxes were taken into account to reduce the Closing Consideration as finally determined pursuant to Article 2 of this Agreement;
(ii) the Indemnified Tax results from a breach by Summit of any provision of this Agreement; and
(iii) the Indemnified Tax gives rise to a Tax benefit that is actually realized (determined on a “with and without” basis) by Summit or any of its Affiliates (including, for the avoidance of doubt, the ANAC Companies) as a result of such Indemnified Tax in the year such Indemnified Tax is due.
(b) Except as required by applicable law or with prior written consent of the Argos Parties, on or after the Closing Date, Summit shall not and shall not cause or permit the ANAC Companies or any of its Affiliates to (i) make, change, or revoke any Tax election (including under Sections 336 or 338 of the Code) under applicable Law with respect to any of the ANAC Companies in respect of, or that has retroactive effect to, any taxable period ending on or prior to the Closing Date; (ii) initiate or permit any ANAC Company to initiate any contact with any Taxing Authority regarding any voluntary disclosure or similar procedures involving Taxes for any Pre-Closing Tax Period; (iii) file any ruling or request with any Taxing Authority that relates to Taxes or Tax Returns of any ANAC Company for a Pre-Closing Tax Period; (iv) make or change any Tax election or accounting method that has any effect with respect to any Pre-Closing Tax Period of any ANAC Company; or (v) amend any Tax Return of any ANAC Company for any Pre-Closing Tax Period, except as required by a Governmental Authority, in the cases of each of clauses (i) through (v) above, to the extent such action (or inaction) would reasonably be expected to: (A) increase Taxes for which the Argos Parties would be liable or (B) decrease the amount of any Tax refund to which the Argos Parties are entitled under this Agreement.
Limitations on Tax Indemnification. If the Closing occurs, no indemnification payment shall be made to the Purchaser Indemnified Parties pursuant to Section 8.2(a)(ii), until the amounts that the Purchaser Indemnified Parties would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $50,000.00 (the “Tax Indemnification Threshold”), at which time the Purchaser Indemnified Parties shall be indemnified dollar-for-dollar for the full amount of indemnification hereunder which exceeds the Tax Indemnification Threshold.
Limitations on Tax Indemnification. If the Closing occurs, no indemnification payment shall be made to the Purchaser Indemnified Parties pursuant to Section 9.2(a)(ii), until the amounts that the Purchaser Indemnified Parties would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $50,000.00 (the “Tax Indemnification Threshold”), at which time the Purchaser Indemnified Parties shall be indemnified dollar-for-dollar for the full amount of indemnification hereunder which exceeds the Tax Indemnification Threshold. The indemnification provisions of Section 9.2(a) shall be subject to the Limited Indemnification Cap provisions set forth in Section 11.5 hereof (after giving effect to each indemnification claim made under Article XI hereof).
Limitations on Tax Indemnification. No Purchaser Indemnified Party shall be indemnified for the following Taxes (or related Damages): (i) any Tax with respect to a Post-Closing Tax Period (including as a result of the unavailability in any Post-Closing Tax Period of any net operating loss carryforward, capital loss carryforward, Tax credit carryforward or other Tax attribute from a Pre-Closing Tax Period); (ii) any Tax attributable to a breach of the Purchaser or its Affiliates (including the Company and its Subsidiaries) of any provision of this Agreement; (iii) any Transfer Tax; (iv) any Tax to the extent included in the computation of the Purchase Price; (v) resulting from any transaction or event taken by or at the direction of Purchaser or any of its Affiliates on the Closing Date after the Closing outside the ordinary course of business and not specifically contemplated by this Agreement; or (vi) resulting from any financing or refinancing arrangements entered into at any time by or at the direction of Purchaser or any of its Affiliates.
Limitations on Tax Indemnification. No Purchaser Indemnified Party shall be indemnified for Damages for Taxes to the extent of any Taxes attributable to any breach of any covenant hereunder by Purchaser or its Affiliates.
Limitations on Tax Indemnification. Notwithstanding anything to the contrary in this Agreement, (i) in no event will the Securityholders have any liability or indemnification obligation with respect to the amount, availability or use of any Tax assets of the Company (including, but not limited to, the Tax basis of the Company’s assets and losses or deductions of the Company) in any taxable period beginning after the Closing Date that are attributable to Pre-Closing Tax Periods and (ii) none of the payments required to be made by or on behalf of the Securityholders or the Securityholder Representative pursuant to this Section 7.8 shall be paid out of or otherwise reduce the amount of the Indemnity Escrow Fund or Adjustment Escrow Fund.
Limitations on Tax Indemnification. The indemnification provided for in Section 6.03 shall be subject to the following limitation:
(a) The Stockholder shall not be required to indemnify any Persons in respect of any Losses for which indemnification is claimed under Section 6.03 unless and until the aggregate amount of all Losses in respect of indemnification under Section 6.03 and Article VIII exceeds $100,000, in which event the Stockholder shall be required to indemnify such Persons for all such Losses from the first dollar. The aggregate amount of all Losses for which the Stockholder shall be liable pursuant to Section 6.03 and Article VIII shall not exceed $1,000,000.
