Reverse Indemnity Sample Clauses

Reverse Indemnity. If any Tax Indemnitee shall realize a tax benefit as a result of any Taxes paid or indemnified against by Lessee under this Section 7.1 (whether by way of deduction, credit, allocation or apportionment or otherwise, except to the extent taken into account in determining Lessee’s obligations under Section 7.1(b)), such Tax Indemnitee shall pay to Lessee an amount equal to the amount of such tax benefit, increased by the Tax Indemnitee’s additional saved taxes attributable to the payment being made to Lessee hereunder (a “reverse gross-up”), provided that (i) the Tax Indemnitee shall not be obligated to make a payment to Lessee pursuant to this subsection (e) as long as a Lease Event of Default shall have occurred and be continuing or (ii) to the extent the amount of such payment by the Tax Indemnitee to Lessee would exceed the amount of all prior payments by Lessee to the Tax Indemnitee pursuant to paragraph (b) less the amount of all prior payments by the Tax Indemnitee of tax benefits pursuant to this paragraph (e), such excess shall not be paid but shall instead be carried forward and shall reduce Lessee’s obligations to make subsequent payments under paragraph (b) to the Tax Indemnitee. The foregoing proviso shall not apply to any reverse gross-up. The Tax Indemnitee shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefit and to minimize the Taxes indemnifiable by Lessee under paragraph (b). Any subsequent loss or disallowance of such reduction in Taxes realized by the Tax Indemnitee shall be treated as Taxes subject to Lessee’s indemnity obligation pursuant to this Section 7.1.
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
Reverse Indemnity. If, as a result of a Tax or Inclusion Event indemnified hereunder, such Tax Indemnitee for any taxable year actually realizes any credits, deductions, or other tax benefits ("Tax Savings") not otherwise taken into account in computing any payment or indemnity by a Tax Indemnifying Party hereunder (or as a result thereof such Tax Indemnitee shall be entitled to a refund of income tax (or an offset, against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed in Section 2.1 hereof and the other Tax Assumptions, then the Tax Indemnitee shall pay to Tax Indemnifying Party the amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee (and the amount of any such refund, offset, or interest to which such Tax Indemnitee is entitled), plus a “gross-up” for any additional U.S. federal, state or local income tax savings such Tax Indemnitee realizes as a result of such payment (including such “gross-up”). The amount of any Tax Savings with respect to a Tax or Inclusion Event indemnified hereunder shall be computed on the basis of the tax benefits actually realized by such Tax Indemnitee, the rates assumed in Section 2.1 hereof and the other Tax Assumptions. A Tax Indemnitee shall not be obligated to make any payment pursuant to this Section 4.2(c) to the extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Tax Indemnifying Party to such Tax Indemnitee pursuant to this Schedule 7.4B, less (ii) the aggregate amount of all prior payments by such Tax Indemnitee to such Tax Indemnifying Party under this Section 4.2(c), but any such excess shall be carried forward and reduce such Tax Indemnifying Party’s obligations to make subsequent payments to such Tax Indemnitee pursuant to this Schedule 7.4B. Any subsequent disallowance or loss of all or any portion of a reduction in such Tax Indemnitee’s tax liability which reduction was taken into account under this Section 4.2(c) (as a result of a redetermination of the claim giving rise to such payment by such Tax Indemnitee to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss subject to indemnification under this Schedule 7.4B without regard to Section 3.3 hereof.
Sample 1Sample 2See All (6)
Reverse Indemnity. Veoneer will indemnify, defend and hold harmless Velodyne from and against any unaffiliated third party claim as well as losses, damages, costs, expenses and liabilities actually awarded to such third party in connection therewith (including reasonable attorneys’ fees) (collectively, “Claims”) arising from or relating to Veoneer’s: (i) breach of this Agreement or (ii) Veoneer’s commercialization or exploitation of the Licensed Products (including, without limitation, Licensed Products as modified to meet Customer expectations, claims relating to product liability, infringement due to changes to the Licensed Product by or on behalf of Veoneer), to the extent not covered by the Velodyne indemnity obligation in Section 5.10 above.
Sample 1
Reverse Indemnity. 8.4.1 The Purchaser shall pay to the Seller an amount equal to any Tax Benefit occurring after the Effective Date at the level of any Group Company if and to the extent:
Sample 1
Reverse Indemnity. If Lessee shall be required to pay any amount attributable to Taxes of any Indemnitee for which Lessee is not responsible under this Section 10, such Indemnitee shall reimburse Lessee for the amount of any such excess payment within 5 days after demand therefor.
Sample 1
Reverse Indemnity. Subject to occurrence of Closing and the provisions of this Section 4.14, Buyer shall indemnify BOG Seller 1 for any Taxes attributable to the income of or supplies or services rendered or received by BOG in any Pre-Closing Tax Period imposed on BOG Seller 1 as a result of the CIT/TT Fiscal Unity and/or the VAT Fiscal Unity, if the Buyer has materially failed to comply with any of its covenants, obligations or any other kind of commitment set forth in Section 4.14(d), unless and to the extent such failure has not materially prejudiced Seller’s ability to avoid or mitigate such Taxes.
Sample 1
Reverse Indemnity. The Purchaser will indemnify and hold harmless the Seller, TRUMPF and any Affiliate of TRUMPF from and against any Taxes and disadvantages which have to be borne by the Seller, TRUMPF or an Affiliate of TRUMPF and result from (i) any change in law, (ii) any change in the accounting and taxation principles or practices of the Med Companies (including methods of submitting Tax Returns) introduced on or after the Closing Date, unless such change is required by applicable law, (iii) any transaction, action or omission taken by the Purchaser, any of the Med Companies or their Affiliates on or after the Closing Date, or (iv) any material non-compliance of any Med Company, the Purchaser or any of their Affiliates with the procedures set forth in Clause 12.4 or 12.5 with retroactive effect prior to and until the Closing Date.
Sample 1
AutoNDA by SimpleDocs
Reverse Indemnity. Veoneer will indemnify, defend and hold harmless Velodyne from and against any unaffiliated third party claim as well as losses, damages, costs, expenses and liabilities actually awarded to such third party in connection therewith (including reasonable attorneys’ fees) (collectively, “Claims”) arising from or relating to Veoneer’s: (i) breach of this Agreement or (ii) Veoneer’s commercialization or exploitation of the Licensed Products (including, without limitation, * Pursuant to SEC Release 34-85381, certain identified information has been excluded from this Exhibit because it is (i) not material and (ii) would be competitively harmful if publicly disclosed. Licensed Products as modified to meet Customer expectations, claims relating to product liability, infringement due to changes to the Licensed Product by or on behalf of Veoneer), to the extent not covered by the Velodyne indemnity obligation in Section 5.10 above.
Sample 1

Related to Reverse Indemnity

  • Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

  • Insurance Indemnity 16.1 The NZOC will arrange travel and public liability insurance for all members of the Team, a summary of which will be provided to you by the NZOC as soon as practicable.

  • Release Indemnification (a) In further consideration of Agent’s and Lenders’ execution of this Amendment, each Credit Party, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such Credit Party and any debtor-in-possession with respect to such Credit Party), assigns, subsidiaries and affiliates, hereby forever releases Agent and each Lender and their respective successors, assigns, parents, subsidiaries, affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”) that such Credit Party may have against the Releasees which arise from or relate to any actions which the Releasees may have taken or omitted to take in connection with the Obligations, the Credit Agreement or the other Loan Documents prior to the date this Amendment was executed, including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third parties liable in whole or in part for the Obligations, other than debts, claims, demands, liabilities, responsibilities, disputes, causes of action and obligations to the extent they result from any Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This provision shall survive and continue in full force and effect whether or not the Credit Parties shall satisfy all other provisions of this Amendment, the Loan Documents or the Credit Agreement, including payment in full of all Obligations.

  • Securitization Indemnification (i) Borrower agrees to indemnify, hold harmless and defend the Indemnified Parties from and against any and all proceedings, losses, claims, damages, liabilities, penalties, costs and expenses (whether initiated or sought by Governmental Authorities or private parties), including Attorneys’ Fees and Costs, which may be incurred by any Indemnified Party (either directly or indirectly), which arise out of, are in any way related to, or are as a result of a claim that the Borrower Information contains an untrue statement of any material fact or the Borrower Information omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (collectively, the “Securitization Indemnification”).

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract.

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • Non Liability and Indemnification 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.

  • Insurance Indemnification A. The School agrees to provide the following proof of insurance:

  • Limitation of Liability; Indemnity (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager.

Time is Money Join Law Insider Premium to draft better contracts faster.