Special Tax Indemnity Sample Clauses

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. (b) If as a result of an Event of Default, or the misrepresentation of or breach by Tenant of any of the warranties, representations and covenants set forth in clause (a) of this Paragraph 30, the Depreciation Deductions are lost, disallowed, eliminated, reduced, recaptured, compromised, delayed or otherwise made unavailable to Landlord in computi...

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. (b) Not later than 30 days after receipt by the Owner of written notice from the Parent stating that any Special Tax Loss has been incurred by any of the Persons specified in Section 6.04(a) and the amount thereof, ES Partnership shall discharge its indemnification obligation with respect to such Special Tax Loss by paying to the Parent an amount equal to the amount of such Special Tax Loss. The payment by the Parent or any of the other Persons specified in Section 6.04(a) of any Special Tax Loss shall not relieve ES Partnership of its obligation under this Section 6.04. (c) The Parent agrees to give prompt notice to the Owner, with respect to the Merging Entity, of any Special Tax Loss or the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Section 6.04 or Section 7.01 (solely with respect to a breach of a representation or warranty in Section 4.01(h)) (a “Tax Proceeding”) and will give the Owner such information with respect thereto as the Owner may reasonably request. The Owner may assume the defense of any such suit, action or proceeding (including any Tax audit) ...

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. The Lessee shall pay and assume all liability for, and does hereby agree to indemnify any Tax Indemnitee, Indemnitee, and, in each case, their accountants, lawyers, and other advisors 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(i)].

Special Tax Indemnity. As of the time of the execution of this Agreement:

Special Tax Indemnity. (a) Lessor and Lessee have made the following assumptions regarding the characterization of this Lease for federal income tax purposes (the "Tax Assumptions"): (1) Lessor will be treated as the purchaser, owner, and lessor of the Equipment; (2) the Equipment will be treated as placed in service on the "In Service Date" set forth in the Schedule; and Lessor's basis in the Equipment will be equal to the total actual cost to Lessor of the Equipment; (3) for federal tax purposes, Lessor will be entitled to claim depreciation deductions with respect to one hundred percent (100%) of the total actual cost of the Equipment computed (i) on the basis that the Equipment has the classification (the "Property Classification") within the meaning of Section 168(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") as set forth in the Schedule, (ii) by using the two hundred percent (200%) declining balance method, switching to a straight line method for the first taxable year of Lessor for which such method yields a larger allowance, (iii) assuming salvage value is zero, and (iv) using the half-year convention under Section 168(d)(1) and (d)(4)(A) of the Code; (4) the only amounts that Lessor will be required to include in gross income with respect to this Lease will be (i) rents of all types as paid under this Lease, (ii) payments as a consequence of a sale, or other loss, termination disposition of the Equipment and (iii) any indemnity pursuant to this Section 8; (5) Lessor will be able to amortize over the Term all of its transaction costs; and (6) all items of income loss, depreciation and expense will be treated on an accrual basis and as derived from or allocable to sources within the United States. (b) Lessee hereby represents, warrants and covenants to Lessor as follows: (1) the Equipment will not be used "predominantly outside the United States" within the meaning of Sections 168(g)(1)(A) and 168(g)(4) of the Code; (2) if the Tax Assumptions in subsections 8(a)(1) and (2) are accurate, then the income tax consequences to Lessor set forth in Section 8(a)(3) are correct; (3) under current law, neither the Equipment nor any component thereof constitutes "limited use property" within the meaning of Revenue Procedure 76-30, 1976-2 C.B. 647; (4) the Equipment is complete for its intended use as of the In Service Date set forth on the applicable Schedule; and (5) Lessee (including any affiliate of Lessee) will not claim any depreciation or cost recovery de...

Special Tax Indemnity. Seller shall be liable for, and shall hold Buyer harmless from and against any and all Taxes for any taxable period or portion thereof ending on or before the Closing Date (other than Taxes respecting the Waters Employees Compensation Liabilities) which are due or payable by Waters with respect to the participation by Waters in the filing of any Tax Returns which include Waters in a consolidated return, a combined return, or a return subject to a “group relief” or any similar concept. The indemnity provided under this Section 7.01(a) shall hereinafter be referred to as the “Special Tax Indemnity”.