Seller Tax Indemnification Sample Clauses

Seller Tax Indemnification. Each of Parent and Seller, jointly and severally, accepts full and exclusive liability for and agrees to indemnify fully and hold harmless each Buyer Indemnified Party from and against:
Sample 1Sample 2
AutoNDA by SimpleDocs
Seller Tax Indemnification. (a) Each Acquiror Party shall, pursuant to this Section 7.04(a) and the Supplemental Agreements, be entitled to indemnification from the Members, severally and not jointly (in proportion to their respective Consideration Percentages), against, and shall be held harmless (subject to the limitations set forth herein) by the Members, severally and not jointly (in proportion to their respective Consideration Percentages), from: -45- 51
Sample 1
Seller Tax Indemnification. Subsequent to the Closing Date, Buyer shall indemnify the Seller Indemnitees from and against any Damages resulting from or attributable to (i) Taxes with respect to the Company that are not the responsibility of Seller pursuant to Section 7.8(a), (ii) Transfer Taxes allocated to Buyer pursuant to Section 9.9(b), and (iii) any Taxes arising out of any transaction on the Closing Date after the Closing that is outside the ordinary course of business.
Sample 1
Seller Tax Indemnification. The Seller shall indemnify, defend and hold harmless the Purchaser and its Affiliates (including, without limitation, the Company and its Subsidiaries following the Closing) and each of its and their respective directors, officers, stockholders, employees, agents, representatives and successors and assigns against and in respect of any and all Losses, that are incurred, suffered or sustained as a result of, in connection with, related to, incidental to or by virtue of:
Sample 1
Seller Tax Indemnification. (a) Seller hereby indemnifies each Buyer Indemnitee against and agrees to hold each Buyer Indemnitee harmless from any (w) liability of any Buyer Indemnitee with respect to Tax of Seller or any of the Acquired Companies described in clause (i) of the definition of Tax imposed with respect to any Pre-Closing Tax Period including by reason of (1) the Seller's (or any predecessor's) failure to qualify as an S corporation within the meaning of Section 1361 of the Code or (2) SCB New York's (or any predecessor's) failure to qualify as a qualified subchapter S subsidiary within the meaning of Section 1361 of the Code, (x) any other liability for Tax described in clause (ii), (iii) or (iv) of the definition of Tax, (y) Tax (including any increase in Tax due to the loss of amortization deductions or other similar items) of any of the Acquired Companies resulting directly from a breach of the provisions of Section 8.02 or Section 8.03, but not from any adjustment to the Cash Purchase Price or Units Purchase Price resulting from such breach and (z) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in (v), (w), (x) or (y), (the sum of (w), (x), (y), and (z) being referred to herein as a "LOSS"); provided that Seller shall have no liability for the payment of any Loss attributable to or resulting from an election made by Buyer under Section 338 of the Code or any comparable provision of applicable law and the Seller shall not be liable for Losses arising in connection with its indemnification obligation under this Section 8.06(a) until (and only to the extent) the amount of such Losses exceeds $10,000 in the aggregate.
Sample 1
Seller Tax Indemnification. 45 7.05 Exclusivity.........................................................................................47 -ii- 4
Sample 1
Seller Tax Indemnification. From and after the Closing, subject to the other provisions of this Article IX, the Seller shall indemnify the Purchaser for, and defend and hold the Purchaser harmless from and against, any and all Losses actually suffered, paid or incurred by the Purchaser, the Subsidiaries of the Purchaser (including, after the Closing, the Education Entities) and their respective officers, directors, agents, attorneys and employees (collectively, the “Purchaser Tax Indemnified Parties”) as a result of or related to (a) any Health Care Business Taxes, (b) Transfer Taxes for which the Seller is responsible under Section 9.09, and (c) any costs and expenses, including reasonable legal fees and expenses, attributable to any item described in the foregoing clauses (a)-(b)).
Sample 1
AutoNDA by SimpleDocs
Seller Tax Indemnification. From and after the Closing, subject to the other provisions of this ARTICLE VIII, Seller shall indemnify Purchaser for, and defend and hold Purchaser harmless from and against, any and all Losses actually suffered, paid or incurred by Purchaser, the Subsidiaries of Purchaser (including, after the Closing, the Nutrition Entities) and their respective officers, directors, agents, attorneys and employees (collectively, the “Purchaser Tax Indemnified Parties”) as a result of or related to (a) any Taxes of the Nutrition Entities for a Pre-Closing Tax Period, or (b) any Taxes that any Nutrition Entity is liable for, including under U.S. Treasury Regulation Section 1.1502-6 (or under any similar provision of foreign, state, local or other Law) as a result of being a member of (or leaving) any Affiliated Group (including a Seller Affiliated Group) on or before the Closing Date, in each case, except to the extent such Taxes (i) are reflected in the Closing Statement or otherwise were taken into account in determining the Adjustment Amount pursuant to Section 1.07, or (ii) result from any action or transaction engaged in by the Nutrition Entities or their Affiliates on the Closing Date but after the Closing that is not contemplated by this Agreement and is outside of the ordinary course of business.
Sample 1

Related to Seller 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.

  • 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.

  • 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.

  • 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.

  • 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

  • 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.

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

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