Seller’s Responsibility for Taxes Sample Clauses

Seller’s Responsibility for Taxes. Notwithstanding anything in this Agreement to the contrary, Seller shall be liable for and shall bear and pay, reimburse, indemnify and hold harmless Buyers and their Affiliates (including the Companies and all of their Subsidiaries) for, from and against any and all liabilities for Taxes (or payments in respect of Taxes) that arise out of, relate to or are attributable to (a) Taxes imposed on, allocated to or incurred or payable by the Companies or any of their Subsidiaries for any Pre-Closing Tax Year (b) any Taxes imposed under Treasury Regulation Section 1.1502-6(a) (or under any similar provision of Law) with respect to a consolidated, combined, unitary, affiliated or other Tax group that included the Companies or any of their Subsidiaries in a Pre-Closing Tax Year, (c) Taxes with respect to the transactions contemplated by this Agreement; (d) breaches or inaccuracies of the representations and warranties or the covenants set forth in this Agreement that relate to Tax matters; (e) any and all Taxes of any person imposed on either of the Companies or any of their Subsidiaries as a transferee or successor, by contract, or otherwise; and (f) any reasonable fees and expenses (including attorney’s, accountant’s and other professional’s fees) incurred in connection with any claim, investigation, review, proceeding, negotiation or matter related thereto; provided, however, that any indemnification under this Section 8.1 shall be satisfied solely by reduction in the principal amount of the FNF Note as described in Section 9.4(b).
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Seller’s Responsibility for Taxes l3. Seller is responsible for taxes arising out of its performance of the Work including import duties (if any), harbor taxes, personal and corporate taxes. The Purchase Amount excludes any US federal, state or local jurisdiction imposed property, license privilege, sales, use, excise, gross receipts, valued added, or similar tax which may now or hereafter be applicable to, measured by, or imposed upon with respect to the transaction, Seller’s Scope of Work, its sale, its value, its presence in such taxing jurisdiction or its use, or any services performed in connection therewith. Such taxes are for the account of Purchaser and Purchaser agrees to any such tax when due or reimburse Seller within twenty-five (25) Days after the date of Seller’s invoice to Purchaser for any such tax which it is required to pay. Seller shall provide timely documentation and assistance to Purchaser regarding any tax to be paid. Should Purchaser be exempted from any such tax it shall provide Seller with certification prior to transfer of title of such Work, or at the time the certification is obtained, whichever first occurs. 5.2.3 Not Used. \f C \l “3 5.2.4 Tax Penalties \f C \l “3. Seller further agrees to pay any tax, interest, penalty, fines, costs, losses and expenses (including, without limitation, court costs and attorney’s fees) of whatever kind, which Purchaser may incur, be required by law to pay, or be liable for as a result of, arising from, in connection with, related to or based on any failure to withhold any amounts from any payments made or any amounts which Seller fails to pay in connection with, as a result of, arising from or based on the Scope of Work or otherwise comply with this Section 5. 5.3 Changes to the Purchase Amount \f C \l “2. The Purchase Amount may be adjusted by Change Order in the following circumstances: Change in Law requiring changes to the Equipment as provided in Section 3.8(c)(4); suspension of performance in the Scope of Work by Purchaser as provided in Section 5.5.; material breach or default of contract by Purchaser or Seller; delay in Notice to Proceed; Event of Force Majeure; exceeding a duration in the aggregate of ninety (90) Days; and Seller’s entitlement to an increase in the Purchase Amount shall be conditional upon: Seller having used reasonable endeavors to mitigate the cost increase (except for Purchaser’s exercise of options); Seller having given Notice in accordance with the terms of this Agreement; and the cost increase n...
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Seller’s Responsibility for Taxes. Notwithstanding anything in this Agreement to the contrary, Sellers, jointly and severally, shall bear and pay, reimburse, indemnify and hold harmless each of Parent, its Affiliates, the Company and their respective officers, directors, employees, agents, advisers and representatives for, from and against any and all liabilities for Taxes (or payments in respect of Taxes) that (i) are imposed on, allocated or attributable to or incurred or payable by the Company for any Pre-Closing Tax Period, (ii) arise under Treasury Regulation Section 1.1502-6 or any similar provision of U.S. state, local or foreign Law or under principles of transferee or successor liability or by contract, or (iii) arise from or are attributable to any inaccuracy in or breach of any representation or warranty made in Section 2.21, in each of the above cases, together with any out-of-pocket fees and expenses (including reasonable attorney’s and accountant’s fees) incurred in connection therewith, but only to the extent that such Taxes exceed the Company’s accrued and unpaid liability for Taxes payable set forth on the Company’s financial statements as of the Closing Date (in accordance with GAAP and consistent with past custom and practice of the Company), provided that any such amounts accrued on the financial statements shall be reflected in the calculations of Net Working Capital for purposes of determining indemnification obligations with respect to Net Working Capital.
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Seller’s Responsibility for Taxes. (a) The Sellers shall be responsible for and indemnify and hold harmless Purchaser, the Company, and the Subsidiary (after the Closing Date) from (i) any liability that exists after the Closing Date for Taxes of the Company including, without limitation, any Taxes resulting from the Reorganization (other than Purchaser's Taxes) with respect to the Pre-Closing Period and (ii) any Taxes of Dial or Holdco or any member (other than the Company with respect to any period after Closing) of an affiliated group with which the Sellers file a consolidated or combined Tax Return with respect to any taxable period that ends on or before the Closing Date or includes the Closing Date by reason of the Company being -42- 43 severally liable for such Tax pursuant to Regulations Section 1.1502-6 or any analogous provision of state or local law.
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Seller’s Responsibility for Taxes. Seller shall bear and pay, reimburse, indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses with respect to (i) Taxes of the Transferred Entities attributable to any Pre-Closing Tax Period and (ii) Taxes attributable to any Post-Signing Restructuring Action, in each case except to the extent of Taxes imposed as a result of any transaction entered into by Buyer or the Transferred Entities after the Closing (other than transactions carried out in accordance with the provisions of this Agreement). Items of income, gain, loss and deduction shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period on the basis of a closing of the books as of the Calculation Time, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each period, and provided further that any items of income, gain, loss or deduction arising on the Closing Date, outside of the ordinary course of business as a result of the transactions contemplated by this Agreement shall be apportioned to the Pre-Closing Tax Period for purposes of this Section 5.1. The indemnity obligation under this Section 5.1 shall survive the Closing Date until thirty (30) days after the expiration of the applicable statute of limitation in question.
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Seller’s Responsibility for Taxes. Notwithstanding anything in this Agreement to the contrary, the Sellers (other than the ESOP), jointly and severally, shall bear and pay, reimburse, indemnify and hold harmless Buyer Indemnitees for, from and against any and all Losses with respect to Taxes where such Taxes (a) are in respect of any Pre-Closing Tax Period, but only to the extent such Taxes exceed the "accrued taxes payable" set forth on the Closing Statement as finally determined, (b) arise under Treasury Regulation Section 1.1502-6 or any similar provision of U.S. state, local or foreign Law or under principles of transferee or successor liability or by contract, or (c) arise from, or are attributable to, any inaccuracy in, or breach of, any representation or warranty made in Section 2.18, in each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorney's and accountant's fees) incurred in connection therewith.
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Seller’s Responsibility for Taxes. Notwithstanding anything to the contrary in this Article 6 or Article 7, from and after the Closing Date, Sellers shall each protect, defend, indemnify, and hold harmless Buyer Group, the LLC and the LP from any and all Taxes imposed on the LLC or the LP with respect to the Assets, Properties, business or operations of the LLC or the LP for any taxable period or portion thereof ending on or prior to the Closing Date, except to the extent such Taxes are fully reflected as a liability in the December 31, 1999 balance sheet comprising a portion of the Financial Statements or are accrued in the ordinary course of business after the Settlement Date. To the extent that, following the completion and delivery of the LP's annual financial statements for the year 2000, the amount paid for the year 2000 by the LP or the LLC with respect to such Taxes exceeds the amount accrued for the Taxes in the balance sheet comprising a portion of such financial statements, Buyer shall pay to Sellers the amount of such excess, in the same proportions as the Closing Amount was paid to Sellers. This Article 6.12 shall not modify or otherwise limit Sellers' indemnity obligations pursuant to Article 6.4(d).
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Seller’s Responsibility for Taxes. Seller shall, bear and pay, reimburse, indemnify and hold harmless Acquiror from and against any and all (i) Taxes of the Seller, (ii) Taxes of the Company Group attributable to any Pre-Closing Tax Period, other than (x) Taxes imposed as a result of any transaction or other event that occurs after the Closing and (y) Taxes arising as a result of Acquiror’s making or causing to be made any election under Section 338 of the Code (or any similar provision of state, local or foreign law) in respect of any Entity in the Company Group, (iii) Taxes that arise under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law by virtue of any Entity in the Company Group having been a member of a consolidated, combined, affiliated, unitary or other similar tax group prior to the Closing Date or that are imposed by reason of any Entity in the Company Group having liability for Taxes of another Person (other than an Entity in the Company Group) arising under principles of transferee or successor liability or by contract as a result of activities or transactions taking place at or prior to the Closing and (iv) Taxes for which the Seller is responsible under Section 8.1(j), in each of the above cases, to the extent such Taxes exceed the accrual in respect thereof shown on the Final Closing Statement as finally determined. For purposes of this Section 8.1, any liability for Taxes attributable to a Straddle Period shall be apportioned between the portion of such period ending on the Closing Date and the portion beginning on the day after the Closing Date (v) in the case of real and personal property Taxes, by apportioning such Taxes on a per diem basis and (vi) in the case of all other Taxes, on the basis of a closing of the books as of the end of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis. Notwithstanding anything herein to the contrary, Seller shall have no liability to, or obligation to indemnify, any Acquiror Indemnified Person with respect to (I) Acquiror’s use of, or inability to use, net operating losses, capital losses, built-in losses, tax credits or similar items of the Company Group (II) any Taxes arising in a Post-Closing Tax Period.
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Seller’s Responsibility for Taxes. Subject to the tax deductible in Section 5.1.4, but without regard to the Deductible in Section 7.3.2, Seller shall be liable for and indemnify Purchaser for:
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Related to Seller’s Responsibility for Taxes

  • Responsibility for Taxes This provision replaces paragraph 6 of the Award Agreement (except if the Participant is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934, as amended). The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary that employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of these Special Retention Awards, including, but not limited to, the grant, vesting or settlement of Special Retention Awards, the subsequent sale of Shares acquired pursuant to the Special Retention Award and the receipt of any dividends or dividend equivalents; and (b) do not commit to and are under no obligation to structure the terms of the Special Retention Awards or any aspect of the Special Retention Awards to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. The Participant shall not make any claim against the Company, the Employer or any other Subsidiary, or their respective board, officers or employees related to Tax-Related Items arising from this Award. Furthermore, if the Participant has become subject to tax in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (i) requiring a cash payment from the Participant; (ii) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Special Retention Awards, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); and/or (iv) withholding from the Shares subject to Special Retention Awards. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the Share equivalent) or, if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested Special Retention Awards, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, the Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

  • Seller’s Responsibility If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if so requested by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the design of such Warranted Part to the extent of the Seller’s obligation as defined in Clause 12.1.

  • Liability for Taxes (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "Excluded Taxes"). Parent -------------- shall be entitled to any refund of (or actual credit for when and as actually realized) Taxes for which it is liable under this Section 8.2(a). --------------

  • Indemnity for Taxes The Borrowers hereby indemnify and agree to hold each Creditor Party harmless from and against all taxes other than Non-indemnified Taxes levied on such Creditor Party (including, without limitation, taxes imposed on any amounts payable under this Clause 23.5) paid or payable by such person, whether or not such taxes or other taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which such Creditor Party makes written demand therefore specifying in reasonable detail the nature and amount of such taxes or other taxes.

  • Liability for Transfer Taxes The Stockholder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares received in connection with the transactions contemplated hereby, or interests therein (other than the receipt of the Merger Consideration by the Stockholder pursuant to the Merger Agreement) within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. The Stockholder hereby grants a security interest in 50% of its Company Shares received in the Merger to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 6.05 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Stockholder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Tax Responsibility The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.

  • Owners Responsibilities 2.1. The Owner shall designate in writing a project coordinator to act as OWNER's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Coordinator"). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define OWNER's policies and decisions with respect to CONTRACTOR's services for the Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to the CONTRACTOR that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:

  • Responsibility for Filing Tax Returns (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

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