SPECIAL TAX INDEMNIFICATION Sample Clauses

SPECIAL TAX INDEMNIFICATION. Lessee acknowledges that Lessor, in determining the Rent due hereunder, has assumed that certain tax benefits as are provided to an owner of property under the Internal Revenue Code of 1986, as amended (the "Code"), and under applicable state tax law, including, without limitation, depreciation deductions under Section 168(b) of the Code, and deductions under Section 163 of the Code in an amount at least equal to the amount of interest paid or accrued by Lessor with respect to any indebtedness incurred by Lessor in financing its purchase of the Equipment, are available to Lessor as a result of the lease of the Equipment. In the event Lessor is unable to obtain such tax benefits as a result of an act or omission of Lessee, is required to include in income any amount other than the Rent, or is required to recognize income in respect of the Rent earlier than anticipated pursuant to this Agreement, Lessee shall pay Lessor additional rent ("Additional Rent") in a lump sum in an amount needed to provide Lessor with the same after-tax yield and after-tax cash flow as would have been realized by Lessor had Lessor (i) been able to obtain such tax benefits, (ii) not been required to include any amount in income other than the Rent, and (iii) not been required to recognize income in respect of the Rent earlier than anticipated pursuant to this Agreement. The Additional Rent shall be computed by Lessor, which computation shall be binding on Lessee. The Additional Rent shall be due immediately upon written notice by Lessor to Lessee of Lessor's inability to obtain tax benefits, the inclusion of any amount in income other than the Rent or the recognition of income in respect of the Rent earlier than anticipated pursuant to this Agreement. The provisions of this Paragraph 33 shall survive the termination of this Agreement.
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SPECIAL TAX INDEMNIFICATION. Each of the parties hereby agrees to treat the Lease (a) as one or more loans (taken together with the Sale and Leaseback Agreement) from Lessors to Lessee in the principal amount equal to the Purchase Price (as defined in the Sale and Leaseback Agreement) for federal income tax purposes under the Internal Revenue Code of 1986, as amended, and any corresponding state or local income tax laws and state and local sales and use tax laws (and agree to report these transaction as one or more loans on all federal, state and local tax, informational or other returns unless required to report them differently by any applicable taxing jurisdiction or under any applicable law) and (b) as a financing transaction under the laws of any applicable State (including Cal. Code Regs. 18 section 1660(a) (3) if California law is deemed applicable). If Lessors are required to treat the Lease (or the Lease taken together with the Sale and Leaseback Agreement) as one or more transactions other than loans from Lessors to Lessee for federal, state or local tax purposes, and a Lessor is subject to additional federal, state or local taxes as a result of such a recharacterization of the Lease (or the Lease taken together with the Sale and Leaseback Agreement), Lessee shall pay the Lessor additional rent (“Additional Rent”) in a lump sum in an amount needed to provide the Lessor with the same after-tax yield and after-tax cash flow as would have been realized by the Lessor had the Lessor been entitled to treat the Lease (taken together with the Sale and Leaseback Agreement) as a loan from Lessors to Lessee. The Additional Rent shall be computed by Lessors, which computation shall be binding on Lessee. The Additional Rent shall be due immediately upon written notice by Lessors to Lessee of a Lessor’s inability to obtain tax benefits, the inclusion of any amount in income other than the Rent or the recognition of income in respect of the Rent earlier than anticipated pursuant to this Agreement. The provision of this Paragraph 30 shall survive the termination of this Agreement.
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SPECIAL TAX INDEMNIFICATION. Aperian hereby agrees to fully indemnify the Fourthstage Shareholders for any tax liabilities or other expenses incurred as a result of the Merger failing to qualify as a tax-free reorganization pursuant to Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"), if but for the failure of Aperian's Shareholders to approve conversion of the Aperian Preferred Stock in accordance with Section 6.1, the Merger would have qualified as a tax-free reorganization pursuant to the Code. Such indemnification obligation shall include the payment of an amount sufficient to pay any and all taxes due with respect to indemnification payments made under this Section 5.5 ("Gross Up Payment") and any taxes due with respect to the Gross Up Payment. For those Fourthstage Shareholders entitled to receive special tax indemnification pursuant to this Section 5.5, the grossed-up indemnification payments shall be calculated at an assumed tax rate of twenty-five percent (25%) for those Fourthstage Shareholders who recognize long-term capital gains and thirty-five percent (35%) for those Fourthstage Shareholders who recognize short-term capital gains. Notwithstanding anything contained in this Section 5.5, Aperian makes no representation or warranty that the Merger shall qualify as a tax-free reorganization pursuant to the Code even if Aperian Shareholders approve conversion of the Aperian Preferred Stock in accordance with Section 6.1.
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SPECIAL TAX INDEMNIFICATION. Lessee acknowledges that Lessor, in determining the Rent due hereunder, has assumed that certain tax benefits as are provided to an owner of property under the Internal Revenue Code of 1986, as amended (the "Code"), and under applicable state tax law, including, without limitation, depreciation deductions under Section 168(b) of the Code, and deductions under Section 163 of the Code in an amount at least equal to the amount of interest paid or accrued by Lessor with respect to any indebtedness incurred by Lessor in financing its purchase of the Equipment, are available to Lessor as a result of the lease of the
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SPECIAL TAX INDEMNIFICATION. In lieu of the indemnification by the Seller Parties in Section 9.2(a), (i) the Seller Parties, jointly and severally, agree to be responsible for and to indemnify and hold the Purchaser Indemnified Parties harmless from and against any and all Taxes (with respect to claims pursuant to clauses (A), (B), (D), (E), (F) and (G) below) that may be imposed upon or assessed, and Losses (with respect to claims pursuant to clause (C) below) that may be suffered or incurred:
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SPECIAL TAX INDEMNIFICATION. (a) MCBC and CBC hereby agree to jointly and severally indemnify and hold harmless the Indemnitees from and against any Losses attributable to (i) any and all CBC Tax Liabilities; and (ii) any Taxes imposed on the Company or any of its Subsidiaries as a result of being jointly or severally liable for any Taxes of MCBC, CBC, or any of their Affiliates pursuant to Treasury Regulations Section 1.1502-6 or any analogous provision of state, local or foreign Tax law, or as successor, transferee, by contract or otherwise.
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SPECIAL TAX INDEMNIFICATION. To the extent that any of ---------------------------- HVenture, DInternational or DSt.Xxxxxxx signs the Tax Escrow Agreement deposited and its or his Tax Escrowed Shares are deposited into escrow, HVenture, DInternational or DSt.Xxxxxxx, as the case may be, the Indemnitees shall be indemnified and held harmless by HVenture, DInternational or DSt.Xxxxxxx, as the case may be, against any losses incurred by, resulting from, arising out of, relating to, imposed upon or incurred by any Indemnitees by reason of the net proceeds of sale of its or his Tax Escrowed Shares, net of the expenses of sale, being less than the Israeli withholding tax obligation of Parent which Parent is required to remit to the Israeli tax authorities within seven (7) days of the Closing Date. A claim in respect of this indemnification obligation may be made against the Share Purchase Indemnification Escrow Amount of HVenture, DInternational or DSt.Xxxxxxx, as the case may be, provided, however, that such Share Purchase Indemnification Escrow Amount shall not constitute the sole source of satisfaction of such indemnification claim.
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SPECIAL TAX INDEMNIFICATION. The Buyer agrees to --------------------------- indemnify, defend and hold harmless the Parent from and against any federal, state or local Tax liability of the Parent with respect to the Redemption (including Taxes with respect to all payments pursuant to this Section 11.10), net of any tax benefit, resulting from a final determination by a governmental authority that both (a) the Section 338(h)(10) Election is effective and (b) the Redemption is taxable to the Parent under Section 302 of the Code (or comparable provisions of state or local law) as an exchange of the Redeemed Shares.
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SPECIAL TAX INDEMNIFICATION. In lieu of the indemnification by the Seller Parties in Section 9.2(a), (i) the Seller and the Seller Indemnity Parties agree to severally (such that each of the Seller Indemnity Parties shall be responsible for up to 25% of any Loss), but not jointly, be responsible for and to indemnify and hold the Purchaser Indemnified Parties harmless from and against any and all Taxes (with respect to claims pursuant to clauses (1), (2) and (4) below) that may be imposed upon or assessed, and Losses (with respect to claims pursuant to clause (3) below) that may be suffered or incurred:
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Related to SPECIAL 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.

  • 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.

  • Basic Indemnification Arrangement In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, but in any event no later than fifteen (15) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

  • 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.

  • Tax Indemnities (a) From and after the Closing Date, the Seller shall indemnify and hold the Purchaser and each Pershing Company and their respective officers, directors, employees and agents harmless against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date (including, without limitation, any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller’s affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a “Straddle Period”), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date, including the pre-Closing portion of any Straddle Period because of a breach by the Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the Company and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller’s liability with respect to this clause (v).

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

  • Indemnification Payments The indemnification required by Sections 6.1 and Section 6.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Transaction Consideration to the extent permitted by applicable Law.

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