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. From and after the Closing, Seller shall bear and pay, reimburse, indemnify and hold harmless Purchaser from and against any and all (a) Consolidated Income Tax Liabilities and (b) Taxes attributable to any Pre-Closing Tax Period imposed on any Transferred Company or for which any Transferred Company may be liable as transferee, successor, by contract or otherwise, in each case, other than (i) Taxes imposed as a result of any transaction that occurs on the Closing Date after effective time of the Closing, (ii) Taxes arising as a result of Purchaser’s making or causing to be made, without the prior written consent of Seller, any election under Section 338 of the Code (or any similar provision of state, local or foreign law) in respect of any Transferred Company and (iii) Taxes that are reflected in the Closing Statement. With respect to any Straddle Period, any liability for Taxes shall be apportioned between the Pre-Closing Period and the remaining portion of such Straddle Period (i) in the case of real and personal property Taxes on a per diem basis and (ii) in the case of all other Taxes, on the basis of a closing of the books as of the end of the effective time of the Closing, 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 remaining portion of such Straddle Period in proportion to the number of days in each such portion.
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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.
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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, 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. 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: (a) all Taxes imposed on or with respect to the Company or any Subsidiary for Pre-Closing Tax Periods; (b) any Taxes imposed with respect to the unpaid Taxes of any Person (other than the Company and its Subsidiaries) for any Pre-Closing Tax Period pursuant to Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local or foreign law or regulation; and (c) any Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring on or before the Closing. Seller shall not be liable under this Section 5.1.1 for Taxes to the extent such Taxes are taken into account in determining Closing Adjustment Liabilities.
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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. 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. (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. (b) The Sellers shall not be responsible for or indemnify for any Taxes of the Company arising out of or resulting from any transaction or event occurring after the Closing on the Closing Date that is not in the ordinary course of business, including, without limitation, any deemed sale of assets resulting from the making of any election or deemed election under Section 338 of the Code (or any analogous provisions of state or local Tax law) with respect to the Company or resulting from any breach of any obligation or covenant of Purchaser under this Agreement ("Purchaser's Taxes"). (c) For purposes of this Agreement, the amount of Taxes payable for a portion of a period shall be the amount which would have been payable if that portion of a period constituted a separate taxable period (and a separate taxable period for the Subsidiary) beginning on the date such portion of a period began and ending on the date such portion of a period ended.
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Related to Seller’s Responsibility for Taxes

  • Responsibility for Taxes This provision supplements Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement: (a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Service Recipient, the ultimate liability for all income tax, excise 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 Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. (b) If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the Withholding Taxes. (c) Finally, the Participant agrees to pay to the Company or the Service Recipient, any amount of the Withholding Taxes 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 the Participant’s obligations in connection with the Withholding Taxes. (d) Notwithstanding anything to the contrary in the Plan or in Section 4(d) of the Performance- and Service-Based Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

  • SELLER’S RESPONSIBILITIES (a) Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees. (b) Seller shall be responsible for all liability and related expenses resulting from (1) injury, death, damage to or loss of property or (2) violation of Part 1.12a Compliance with Laws, which is in any way connected with its performance of work under this Agreement. Seller's responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and the Company for Seller's conduct. However, such liability and indemnity does not apply to injury, death, or damage to property to the extent it arises from the negligent or willful misconduct of Company. (c) If Company’s costs are determined to be unallowable, its fee reduced, or it incurs any cost or damages as a result of Seller’s violation of applicable laws, orders, rules, regulations, or ordinances, or the submission of defective cost or pricing data, Company may make an equivalent reduction in amounts due Seller. (d) If Seller is a State agency, such as an Educational Institution, all liabilities and remedies shall be determined in accordance with the laws applicable to this Agreement under Part 1.2.

  • 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.

  • PURCHASER's Responsibilities For the duration of the suspension, PURCHASER is responsible to continue maintenance at the operations just as if the operations was in progress. This includes, but is not limited to, protection of completed operations, maintenance of access, protection of stored materials, temporary facilities, and clean-up.

  • Liability for Taxes (i) Seller 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 (A) Taxes imposed on the Company or for which the Company may otherwise be liable as a result of having been a member of a Company Group (including Taxes for which the Company may be liable pursuant to Treasury Regulation § 1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the ceasing to be a member of any Company Group) and (B) Taxes imposed on the Company or for which the Company may otherwise be liable for any taxable year or period that ends on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date (the “Pre-Closing Tax Period”), except, in each case, to the extent such Taxes were included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. (ii) For purposes of paragraph (a)(i), whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date, provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as property Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. (iii) Seller shall be entitled to the amount of any refund or credit of Taxes of the Company (including any interest relating thereto) with respect to a Pre-Closing Tax Period to the extent such Taxes were paid by the Company prior to the Closing or by a Seller after the Closing pursuant to Section 8.2(a) or ARTICLE XI which refund or credit is actually recognized by Buyer or its Affiliates (including the Company) after the Closing, net of any cost to Buyer and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date or such refund or credit was included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to the prior sentence within fifteen (15) days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries. To the extent requested by Seller, Buyer will reasonably cooperate with Seller in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Body, Seller agrees promptly to repay the amount of such refund or credit to Buyer. Buyer shall be entitled to any refund or credit with respect to Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to the Company and, to the extent such refund is actually received by Seller or its Affiliates, any such refund or credit shall be paid by Seller to Buyer within fifteen (15) days of the receipt of such refund by Seller. Buyer shall be entitled to any refund or credit included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Buyer and Seller shall take reasonable steps as may be requested by the other Party to obtain any refund or credit to which such Party is entitled under this subparagraph (iii). (iv) Buyer shall be liable for and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless Seller from and against any and all Losses incurred by Seller in connection with or arising from any real property transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement.

  • Indemnity for Taxes (a) All payments made by the Issuer to the Funding Agent for the benefit of the Purchasers under this Note Purchase Agreement or any other Transaction Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future stamp or similar taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Official Body, excluding (i) taxes that would not have been imposed if the Affected Party had timely complied with the requirements of Section 8.03(b), and (ii) taxes imposed on the net income of the Funding Agent or any other Affected Party, in each case imposed by any jurisdiction under the laws of which the Funding Agent or such Affected Party is organized or any political subdivision or taxing authority thereof or therein (all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings, collectively or individually, “Taxes”). If any such Taxes are required to be withheld from any amounts payable to the Funding Agent or any Affected Party hereunder, the amounts so payable to the Funding Agent or such Affected Party shall be increased to the extent necessary to yield to the Funding Agent or such Affected Party (after payment of all Taxes) all amounts payable hereunder at the rates or in the amounts specified in this Note Purchase Agreement and the other Transaction Documents. The Issuer shall indemnify the Funding Agent or any such Affected Party for the full amount of any such Taxes on the first Settlement Date which is not less than ten (10) days after the date of written demand therefor by the Funding Agent. (b) Each Affected Party that is a Non-United States Person shall: (i) deliver to the Issuer and the Funding Agent two duly completed copies of IRS Form W-8 BEN or Form W-8 ECI, or successor applicable form, as the case may be; (ii) deliver to the Issuer and the Funding Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Issuer; and (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by the Issuer or the Funding Agent; unless, in any such case, an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which, regardless of the identity of the Affected Party, renders all such forms inapplicable or which, regardless of the identity of the Affected Party, would prevent such Affected Party from duly completing and delivering any such form with respect to it, and such Affected Party so advises the Issuer and the Funding Agent. Each such Affected Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form W-8 ECI (or successor applicable form), that it is entitled to receive payments under this Note Purchase Agreement and the other Transaction Documents without deduction or withholding of any United States federal income taxes. Each Affected Party which is a Non-United States Person represents and warrants to the Issuer and the Funding Agent that, as of the date of this Note Purchase Agreement (or the date such Person otherwise becomes an Affected Party, as the case may be), (i) it is entitled to receive all payments hereunder without deduction or withholding for or on account of any United States federal Taxes and (ii) it is permitted to take the actions described in the preceding sentence under the laws and any applicable double taxation treaties of the jurisdiction of its head office or any booking office used in connection with this Note Purchase Agreement. Each Affected Party which is a Non-United States Person further agrees that, to the extent any form claiming complete or partial exemption from withholding and deduction of United States federal Taxes delivered under this clause (b) is found to be incomplete or incorrect in any material respect, such Affected Party shall (to the extent it is permitted to do so under the laws and any double taxation treaties of the United States, the jurisdiction of its organization and the jurisdictions in which its relevant booking offices are located) execute and deliver to each of the Funding Agent and the Issuer a complete and correct replacement form.

  • Buyer’s Responsibility Buyer shall obtain and maintain all distribution, transmission and interconnection rights and agreements (including all Governmental Authority approvals) required to enable transmission and delivery of electric energy at and after the Delivery Point.

  • Supplier’s Responsibilities 14.1 The Supplier shall supply all the Goods and Related Services included in the Scope of Supply in accordance with GCC Clause 12, and the Delivery and Completion Schedule, as per GCC Clause 13.

  • Customer’s Responsibilities 9.1 If and to the extent applicable or under the control of the Customer, Customer shall provide complete and accurate information regarding requirements for the Project and the Site(s), including, without limitation, constraints, space requirements, underground or hidden facilities and structures, and all applicable drawings and specifications. 9.2 Customer shall prepare, file for, and use commercially reasonable efforts to obtain all Required Approvals necessary to perform its obligations under this Agreement. 9.3 Customer shall reasonably cooperate with Company as required to facilitate Company’s performance of the Work.

  • 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.

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