Purchaser Tax Indemnification Sample Clauses

Purchaser Tax Indemnification. Purchaser shall indemnify and hold harmless Sellers from and against (a) any Taxes with respect to the Purchased Assets attributable to the time period after the Closing Date, (b) any and all Transfer Taxes for which Purchaser is responsible pursuant to Section 8.2 of this Agreement, and (c) any liability arising from a breach by Purchaser of its covenants set forth in this Article VIII.
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Purchaser Tax Indemnification. Purchaser shall indemnify and hold harmless Sellers from and against (a) any Taxes with respect to the Purchased Assets attributable to the time period after the Closing Date, and (b) any Liability arising from a breach by Purchaser of its covenants set forth in this ARTICLE VIII. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be liable for and shall not indemnify Sellers against any liability for any Transfer Taxes, if any, arising out of or in connection with the sale of the Purchased Assets by Sellers pursuant to this Agreement.
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Purchaser Tax Indemnification. The Purchaser agrees to indemnify, defend and hold harmless the Seller and SCL from and against any Tax imposed on the Company with respect to its Taxable Periods (or portions thereof) beginning on or after the Closing Date, together with any loss, damage, liability, or expense, including reasonable fees for attorneys, accountants and consultants, incurred in contesting or otherwise in connection with any such Tax. Any claim by a Governmental Authority for additional Tax for which the Purchaser is liable under this Section 7.2 shall be governed by the provisions of Section 8.4 (concerning Third Party Claims), PROVIDED HOWEVER, that the Purchaser shall not take a position in any Action and shall not compromise or settle such Action, if such position, compromise, or settlement could have the effect of increasing a Tax imposed on the Company for any Taxable Period (or portion thereof) beginning prior to the Closing Date without the prior written consent of the Seller and SCL, which consent shall not be unreasonably withheld. If the parties cannot resolve the reasonableness of any such position, compromise or settlement, then the parties shall submit the dispute to a mutually acceptable arbiter whose resolution of such matter shall be binding on all parties.
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Purchaser Tax Indemnification. From and after the Closing, Purchaser shall be liable for, and shall indemnify the Seller against and hold Seller harmless from:
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Purchaser Tax Indemnification. From and after the Closing, the Purchaser Group shall indemnify the Seller for, and defend and hold the Seller harmless from and against, any and all Losses actually suffered, paid or incurred by the Seller, the Subsidiaries of the Seller and their respective officers, directors, agents, attorneys and employees (collectively, the “Seller Tax Indemnified Parties”) as a result of or related to any (a) Education Business Taxes, (b) Taxes arising from any action or transaction by the Purchaser Group, the Education Entities or their respective Affiliates outside of the ordinary course of business on the Closing Date after the Closing, (c) Transfer Taxes for which the Purchaser Group is responsible under Section 9.09; and (d) costs and expenses, including reasonable legal fees and expenses, attributable to any item described in the foregoing clauses (a)–(c).
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Purchaser Tax Indemnification. Purchasers agree, jointly and severally, to protect, defend, indemnify and hold harmless Seller from and against, and agree to pay (a) any Taxes of the Company attributable to the time period after the Closing, (b) any Transfer Taxes (other than such Taxes as may be payable by Seller pursuant to the first two sentences of Section 7.3(a)), (c) any Taxes resulting from the termination of the Project Bonds (d) any Taxes resulting from transactions or actions taken by Purchasers, the Company or any of their Affiliates at or after the Closing and that are not contemplated by this Agreement, or (e) any liability arising from a breach by Purchasers of their covenants set forth in this Article VII.
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Purchaser Tax Indemnification. Except as otherwise provided in Section 4.19(d)(ii), from and after the Closing, Purchasers shall, severally but not jointly and severally, indemnify the Visteon Indemnitees in respect of, and hold them harmless from and against, and pay to the applicable Visteon Indemnitee the amount of, any Losses to the extent attributable to (1) the failure of Purchasers (after indemnification by the Seller or Visteon) to timely comply with all payment obligations imposed by the Korea Taxing Authority on Purchasers with respect to any Capital Gains WHT or (2) the failure of Purchasers to timely file the Tax Exemption Application in accordance with Section 4.19(d)(i). For the avoidance of doubt, Purchasers’ obligation to indemnify the Visteon Indemnities under this Section 4.19(d)(iii) will not be subject to any of the conditions or limitations imposed by Section 7.02(c).
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Purchaser Tax Indemnification. From and after the Closing, the Purchaser shall indemnify Seller for, and defend and hold Seller harmless from and against, any and all Losses actually suffered, paid or incurred by Seller, the Subsidiaries of Seller and their respective officers, directors, agents, attorneys and employees (collectively, the “Seller Tax Indemnified Parties”) as a result of or related to any (a) Taxes arising from any action or transaction by the Purchaser Group, the Nutrition Entities or their respective Affiliates outside the ordinary course of business on the Closing Date after the Closing, (b) Transfer Taxes for which the Purchaser Group is responsible under Section 8.09; and (c) costs and expenses, including reasonable legal fees and expenses, attributable to any item described in the foregoing clauses (a) and (b).
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Related to Purchaser Tax Indemnification

  • Tax Indemnification The Sellers and the Indemnifying Members shall, jointly and severally, indemnify the Company, Purchaser, and each Purchaser Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.24; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) all Taxes of the Company and its Affiliates or relating to the Business for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor thereto) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any Person imposed on the Company for a Pre-Closing Tax arising under the principles of transferee or successor liability or by contract or any Law, relating to an event or transaction occurring on or before the Closing Date. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Sellers and Indemnifying Members shall jointly and severally reimburse Purchaser for any Taxes of the Company that are the responsibility of the Sellers and/or Indemnifying Members pursuant to this Section 7.3 within five (5) Business Days prior to the date payment of such Taxes by Purchaser, the Company or any of its Affiliates are required to be paid. Notwithstanding the foregoing, in the case of clauses (c), (d), and (e) above, the Indemnifying Members shall not be liable for (i) any Taxes taken into account and included in determining Indebtedness or Net Working Capital and (ii) any Transfer Taxes which are the responsibility of Purchaser under Section 7.1(b).

  • Tax Indemnifications (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Seller’s Indemnification Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

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