Special Tax Indemnity. (a) Tenant hereby represents, warrants and covenants to Landlord as follows: (i) during the Term, Tenant will not construct or install any component, improvement, alteration, or addition on any Leased Property, without prior written consent from Landlord, if such construction or installation would cause such Leased Property, or any part thereof, to be “limited use property,” as such term is used in Section 5 of Revenue Procedure 2001-28, (ii) Tenant is not a “tax-exempt entity” within the meaning of Section 168(h)(2) of the Code and will not take any action that would cause any Leased Property, or any part thereof, to constitute “tax-exempt use property” within the meaning of Section 168(h) of the Code; (iii) neither Tenant nor any Affiliate will claim the Depreciation Deductions or otherwise take the position that it is the owner of any Leased Property, or any part thereof, for federal income tax purposes; (iv) as of the Commencement Date, no Leased Property will require any improvement, modification or addition in order to be rendered complete for its intended use by Tenant; and (v) to the best of Tenant’s knowledge, all written information of a factual nature with respect to any Leased Property that was provided to Landlord or an appraiser engaged by Landlord to appraise such Leased Property by or on behalf of Tenant or any Affiliate of Tenant was true and accurate in all material respects as of the date provided to Landlord or such appraiser. Notwithstanding the provisions of clause (iii) above, Tenant may take the position that it is the owner of a Leased Property for federal income tax purposes if Tenant provides to Landlord an opinion of independent tax counsel that such treatment is required by law, and Landlord consents to such treatment, which consent shall not be unreasonably withheld, conditioned or delayed or to the extent required as a result of the Internal Revenue Service making a claim or adjustment against Tenant in connection with such tax reporting, and tax counsel (or Tenant’s outside accounting firm) has concluded that such Internal Revenue Service claim or adjustment has a reasonable basis.
Special Tax Indemnity. (i) All references to "Lessor" in this Section 7(c) shall include (A) Lessor's successors and assigns, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code"), of which Lessor or such successor or assign is at any time a member.
Special Tax Indemnity. Lessee shall pay and assume all liability for, and does hereby agree to indemnify each Tax Indemnitee on an After Tax Basis for any tax, addition to tax, penalty, or other cost as a result of the breach, inaccuracy or incorrectness of the representation found in Section 2.1(j). Notwithstanding anything to the contrary in this Section 10.3.7, Lessee shall not be obligated to indemnify any Tax Indemnitee pursuant to this Section 10.3.7 in respect of any tax, penalty, or other cost that results from or would not have occurred but for any failure by such Tax Indemnitee to provide the information requested by Lessee in accordance with Section 2.1(j). Any claim under this Section 10.3.7 shall be subject to the contest provisions of Section 10.3.6 (applied as if such claim were in respect of a Tax indemnified by Lessee under Section 10.3.1) and the verification provisions of Section 10.3.3 (applied as if the amount to be paid under this Section 10.3.7 was a payment required under Section 10.3.1 hereof).
Special Tax Indemnity. (a) Subject to Section 6.05, from and after the Closing Date, ES Partnership shall indemnify the Indemnified Parties and hold them harmless from and against all liability for any Taxes imposed on or payable by or with respect to the Merging Entity for any Pre-Closing Tax Periods in connection with or as a result of the Energysource Distribution, and any Losses, liabilities, costs and expenses, including reasonable attorneys’ fees, incurred or arising in connection with or in respect of the assessment, assertion, contest or imposition of a Tax described in this Section 6.04(a) (collectively, a “Special Tax Loss”). ES Partnership’s indemnification obligation pursuant to this Section 6.04 shall be secured by a pledge of its equity interests in Energysource in accordance with the terms and conditions of a pledge agreement to be entered into between the Parent and ES Partnership. Such pledge agreement shall include mutually acceptable provisions providing for the termination of both the pledge and ES Partnership’s indemnification obligations under this Agreement upon the Owner or one of its Affiliates agreeing to indemnify the Indemnified Parties in a manner consistent with this section including providing alternative collateral or other reasonably satisfactory arrangements securing such indemnification obligation.
Special Tax Indemnity. Without limiting the indemnity set forth in Section 7.2, in the event that any claim or assessment is asserted against the Company or any Subsidiary by any Taxing Authority prior to the second anniversary of the Closing Date with respect to any state or local income, franchise or similar Taxes required to be paid in respect of any Tax period ending on or prior to the Closing Date that exceeds the amount reserved for such Taxes in the Closing Date Balance Sheet, upon demand of the Investor, the Company shall issue to the Purchasers pro rata based on the respective numbers of Purchased Shares issued to them at the Closing, a number of additional shares of Common Stock (the “Tax Indemnity Shares”) equal to the amount of such Taxes divided by the Final Per Share Purchase Price. The Tax Indemnity Shares shall be issued free and clear of all Liens and, except where the context requires otherwise, shall be deemed to constitute additional “Purchased Shares” for the purposes of this Agreement. No claim for indemnification may be made pursuant to Section 7.2 with respect to any Taxes for which Tax Indemnity Shares have been issued pursuant to this Section 7.6.
Special Tax Indemnity. Purchaser agrees to indemnify and hold the Sellers harmless from and against, any additional federal income Taxes (taking into account any subsequent adjustments made by any Governmental Authority) incurred by Sellers on their share of the income or gain resulting from the sale of the Property pursuant to the Purchase and Sale Agreement being subject to a federal income tax rate greater than a 15% rate (“Additional Shareholder Taxes”), plus an additional amount (“Tax Gross-Up Amount”) as may be necessary so that the Sellers’ net proceeds from the foregoing indemnification payments equal the amount of the Additional Shareholder Taxes after taking into account the federal income taxes imposed on the Sellers on the receipt of the Additional Shareholder Taxes and Tax Gross-Up Amount. The Additional Shareholder Taxes and the Tax Gross-Up Amount are collectively referred to as the “Total Shareholder Taxes”. At Closing, Purchaser will deposit $623,349 (the “Tax Escrow”) with Escrow Agent which represents a preliminary estimate of the Total Shareholder Taxes. No later than 60 days after the Closing Date, Sellers’ accountants shall determine the amount of Total Shareholder Taxes in accordance with the Reporting Position and taking into account 2012 and 2013 federal income tax rates, as applicable (“Updated Total Shareholder Taxes”) and shall provide to the Sellers’ Representative and Purchaser a calculation of the updated amount of the Additional Shareholder Taxes and the Tax Gross-Up Amount (“Closing Tax Schedule”), along with supporting workpapers. Each Party shall provide to Sellers’ accountants comments to the Closing Tax Schedule no later than 10 days after that Party’s receipt of the Closing Tax Schedule. Purchaser and Sellers’ Representative shall mutually agree upon any changes to the Closing Tax Schedule, and Sellers’ accountants thereafter shall promptly issue a final Closing Tax Schedule that shall be binding on the Parties (“Final Closing Tax Schedule”). If no comments are submitted by the Parties within the 10-day period, the Closing Tax Schedule shall be become the Final Closing Tax Schedule (and shall be deemed issued as final as of the end of that 10-day period). In the event the Purchaser and Sellers’ Representative cannot mutually agree upon changes to the Closing Tax Schedule, then Purchaser and Sellers’ Representative mutually shall select an independent accountant (the “Independent Accountant”) to calculate the Updated Total Shareholder Taxes a...
Special Tax Indemnity. Executive desires, out of the proceeds he is to receive from the sale of his shares of the Company’s common stock (“Common Stock”) in connection with the Merger, to provide for a special bonus of $1,000,000 (the “Bonus”) to Xxxxxxx Xxxxxxx (the “Employee”). Executive agrees that the Bonus will constitute taxable wage income to the Employee. Upon the closing of the Merger, Executive agrees that he will pay (i) to the Company, the amount of any taxes which the Company may be required to withhold with respect to the Bonus payment, and (ii) to the Employee, the amount of the Bonus, less the amount referred to in the foregoing clause (i). Executive agrees that for all purposes with respect to the Merger the full amount of such Bonus shall be treated as having been paid to Executive as part of the proceeds from the sale of his Common Stock in connection with the Merger. Executive agrees to indemnify the Company for any and all losses, costs and expenses that the Company may incur as a consequence of such Bonus arrangement. Executive further acknowledges and agrees that neither the Company nor any of its directors, officers, or advisors has provided any tax or other advice to Executive with respect to these matters.
Special Tax Indemnity a. Tenant hereby represents, warrants and covenants to Landlord as follows: (i) Tenant believes that at the end of the Lease Term there will probably be potential lessees or buyers for the Leased Premises, (other than the Tenant or its Affiliates) as contemplated by current U.S. income tax law, as embodied in Revenue Procedure 76-30, 1976 C.B. 647, as modified and superseded by Revenue Procedure 2001-28, 2001 C.B. 1156 and accordingly, the Tenant believes that neither the Leased Premises as a whole nor the Equipment constitutes “limited use property” within the meaning of those provisions; (ii) the Tenant is not a “tax exempt entity” under current law as defined in Section 168(h) of the Code; (iii) except to the extent required by Legal Requirements, neither Tenant nor any Affiliate will claim any depreciation or cost recovery deductions with respect to the Leased Premises or any portion thereof, and has taken or will take any other action in connection with filing its or their federal income tax returns that would be a primary factor resulting in a Loss or Inclusion (in each case, as defined in Paragraph 30(b) below); and (iv) as of the date hereof none of the Improvements, the Equipment and the Leased Premises require any improvement, modification or addition in order to be rendered substantially complete for their intended use by Tenant, except for repairs and maintenance required in the ordinary course of Tenant’s business, if any.
Special Tax Indemnity. (a) Subject to Section 6.05, from and after the Closing Date, ES Partnership shall indemnify the Indemnified Parties and hold them harmless from and against all liability for any Taxes imposed on or payable by or with respect to the Merging Entity for any Pre-Closing Tax Periods in connection with or as a result of the Energysource Distribution, and any Losses, liabilities, costs and expenses, including reasonable attorneys’ fees, incurred or arising in connection with or in respect of the assessment, assertion, contest or imposition of a Tax described in this
Special Tax Indemnity. (a) Lessee shall pay and assume all liability for and does hereby agree to indemnify each Indemnified Person and, in each case, their accountants, lawyers, and other advisors (each, a "Tax Registration Indemnitee") on an After Tax Basis for any tax, addition to tax, penalty or other cost as a result of a breach, inaccuracy or incorrectness of the representation found in Section 7.3(ff); provided, however, that this indemnity shall not apply to any tax, additional tax, penalty or other cost arising from (i) the gross negligence or willful misconduct of such Tax Registration Indemnitee; (ii) the inaccuracy or incompleteness of any information provided by such Tax Registration Indemnitee to Lessee to the extent such information is included in the registration form or other related materials and to the extent such failure results in the imposition of increased taxes, additions to tax, penalties or other costs; or (iii) the activities of such Tax Registration Indemnitee unrelated to the transactions contemplated herein that result in the transactions contemplated herein being deemed to be a confidential corporate tax shelter if the transactions contemplated herein would not otherwise have been deemed to be a confidential corporate tax shelter.
