Responsibility for Taxes; Indemnification Clause Samples
The "Responsibility for Taxes; Indemnification" clause assigns the obligation for paying taxes related to the agreement to a specific party, typically clarifying which taxes each party is responsible for. In practice, this clause may require one party to pay all taxes arising from their income or activities under the contract, and to reimburse or indemnify the other party if they incur any tax liabilities due to the first party's actions. Its core function is to prevent disputes over tax payments and to protect parties from unexpected tax burdens resulting from the contractual relationship.
Responsibility for Taxes; Indemnification. (a) SEACOR shall indemnify and hold harmless the Spinco Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' fees and costs, incurred in connection therewith) attributable to (i) except as otherwise provided in Section 2.02, 2.03 or 2.06(b), any Taxes of SEACOR or any member of the SEACOR Consolidated Group imposed upon the Spinco Group by reason of the Spinco Group being severally liable for such Taxes pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Law; (ii) all Transaction Taxes, except as otherwise specifically provided in Section 2.01(b)(iii); (iii) SEACOR's portion of any Transfer Taxes determined pursuant to Section 2.05; (iv) any Taxes of the Spinco Group resulting from the breach of any obligation or covenant of SEACOR under this Agreement; and (v) any Taxes of the SEACOR Group for any Post-Closing Period.
(b) Spinco shall indemnify and hold harmless the SEACOR Group for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys' fees and costs, incurred in connection therewith) attributable to (i) any Taxes of the Spinco Group for any Post-Closing Period other than Taxes described in Section 2.01(a); (ii) any Taxes of the SEACOR Group resulting from the breach of any obligation or covenant of Spinco under this Agreement; (iii) Transaction Taxes, but only to the extent such Transaction Taxes arise from (x) a breach by Spinco or any of its Affiliates of the representations or covenants under Article III, (y) a Spinco Disqualifying Action or (z) an action taken by the Spinco Group that is not required or permitted by the Distribution Agreement and that causes the Recapitalization or the Distribution to be taxable; and (iv) Spinco's portion of any Transfer Taxes determined pursuant to Section 2.05.
(c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party's calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under thi...
Responsibility for Taxes; Indemnification. (a) Cryptyde shall be responsible for and shall pay, and shall indemnify and hold harmless Vinco for, (i) any of its taxes for all periods prior to and after the Distribution and (ii) any taxes of the Vinco Group for periods prior to the Distribution to the extent attributable to the Spin-Off Businesses.
(b) Vinco shall be responsible for and shall pay, and shall indemnify and hold harmless Cryptyde for, any of the taxes of the Vinco group other than taxes for which Cryptyde is responsible.
(c) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Section 2.01, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Section 2.01, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than twenty (20) days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Section 2.01. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within fifteen (15) days of receiving such calculations.
(d) For all Tax purposes, Vinco and Cryptyde agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Vinco to Cryptyde or a distribution by Cryptyde to Vinco as the case may be, occurring immediately prior to the Effective Time, and (ii) any payment of interest or nonfederal Taxes by or to a Tax Authority as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise mandated by applicable law.
(e) The amount of any indemnification payment pursuant to this Section 2.01 shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.01(e)), the Indemnified Party receives the amount it wo...
Responsibility for Taxes; Indemnification. (a) AXA IM France shall indemnify and hold harmless Holdings for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of AXA IM US for any Pre-Closing Tax Period (including Taxes with respect to the IM Restructuring not resulting from an IM Audit Adjustment Increase), other than Taxes with respect to any IM Audit Adjustment Increase; (ii) AXA IM France’s share of any Transfer Taxes determined pursuant to Section 2.04; and (iii) AXA IM France’s share of any IM Audit Adjustment Increase determined pursuant to Section 2.02, in each case to the extent such Taxes exceed the accrual in respect thereof taken into account in the purchase price paid pursuant to the IM Purchase Agreement.
(b) Holdings shall indemnify and hold harmless AXA IM France for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of AXA IM US for any Post-Closing Tax Period; (ii) Holdings’ share of any Transfer Taxes determined pursuant to Section 2.04; and (iii) Holdings’ share of any IM Audit Adjustment Increase determined pursuant to Section 2.02. For the avoidance of doubt, Holdings shall not indemnify AXA IM France for any Taxes imposed on any member of the United States affiliated group of which AXA IM US was the common parent by reason of Treasury Regulation Section 1.1502-6 or any analogous provision of state or local Law.
(c) Holdings shall indemnify and hold harmless AXA for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) 78.99% of any Taxes of AXA CS or any of its Subsidiaries for any Pre-Closing Tax Period, other than (A) Taxes with respect to any CS Audit Adjustment Increase and (B) Taxes attributable to the period beginning on January 1, 2018 and ending on the Closing Date of the CS Sale; (ii) Holdings’ share of any Transfer Taxes determined pursuant to Section 2.04; and (iii) Holdings’ share of any CS Audit Adjustment Increase determined pursuant to Section 2.02.
(d) AXA shall indemnify and hold harmless Holdings for all Tax liabilities (and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, incurred in connection therewith) attributable to (i) any Taxes of AXA CS or any of its Subsidiaries for any P...
Responsibility for Taxes; Indemnification