Tax Indemnification Agreement. Tax Indemnification Agreement" means the Tax Indemnification Agreement attached as an exhibit to the Separation Agreement.
Tax Indemnification Agreement. The Owner Participant shall have received an executed copy of the Tax Indemnification Agreement.
Tax Indemnification Agreement. The Tax Indemnification Agreement, dated as of the date hereof, among the Company, the Estate of Xxxx X. Xxxxxxxxxxx and Xxxxxxxxx Xxxxxxxxxxx shall be in full force and effect and enforceable by the Company following the Effective Time, in accordance with the terms as in effect on the date hereof and in the form provided to Newco on the date hereof, or as it may be amended with the consent of Newco.
Tax Indemnification Agreement. Not less than ninety-eight percent (98%) of the Shareholders shall have executed and delivered a tax indemnity agreement in substantially the form of Exhibit IV attached hereto (the "Tax Indemnfication Agreement") providing for indemnification after the Survival Expiration Date (as defined in the Escrow Agreement) equivalent to the indemnification described in
Tax Indemnification Agreement. The Company has entered into a tax indemnification agreement dated as of October 15, 1997, by and between the Company and The Xxxxxxx X. Xxxx Irrevocable Trust, The Xxxxxxx X. Xxxx Grantor Trust, Xxxxx X. Xxxx Living Trust, Xxxxxxx X. Xxxx, Xxxxxx X Xxxx, Xxxxxxxxx X. Xxxx, D. Xxxxxxx Xxxx, Jr., Xxxxxxxxx X. Xxxx and Xxxxxxxxxxx X. Xxxx (the "Tax Agreement"). The Tax Agreement provides certain indemnification in the event taxable income of the Company reported for periods prior to the First Closing Date are subsequently revised. The Tax Agreement has been duly executed, authorized and delivered, and is valid and enforceable against all parties in accordance with its terms and no other indemnification agreement exists respecting the subject matter of the Tax Agreement.
Tax Indemnification Agreement. Additional agreements regarding Taxes are set forth in the tax indemnification agreement, to be in the form of Exhibit C, to be entered into by and among Horseshoe, Empress and the Subsidiaries (the "Tax Indemnification Agreement").
Tax Indemnification Agreement. Owner Participant and ----------------------------- Lessee hereby covenant that if, during the Interim Term or the Basic Term, an event occurs that results in Owner Participant's and Lessee's failing to remain members of the same consolidated group for United States income tax purposes, Owner Participant and Lessee shall negotiate in good faith the terms of and enter into a Tax Indemnification Agreement pursuant to which Lessee will indemnify the Owner Participant for certain losses of United States income tax benefits caused by certain acts or omissions of Lessee. If a dispute arises between Owner Participant and Lessee regarding the proposed terms of the Tax Indemnification Agreement, such dispute shall be resolved by the Tax Arbitrator, whose decision will be final, binding, non-appealable, fully enforceable and subject to being reduced to judgment by any court of competent jurisdiction. In no event will Lessee's obligations under the Tax Indemnification Agreement result in a decrease in the amount of the Base Rent payable on any Rent Payment Date to a level below the amount of scheduled principal repayment on the Notes, together with accrued and unpaid interest thereon, on such Rent Payment Date. The provisions of this Section 5.08 are not assignable by Initial Owner Participant to any Person, other than a Person which is a member of General Motors' Affiliated (without giving effect to the last sentence of the definition thereof) group for United States income tax purposes, without the prior written consent of Lessee.
Tax Indemnification Agreement. Simultaneous with the Closing, the Company and the Investor shall have entered into a tax indemnification agreement in substantially the form attached hereto as EXHIBIT E (the "Tax Indemnification Agreement").
Tax Indemnification Agreement. If documentary excise taxes ----------------------------- are not paid by Purchaser to the Florida Department of Revenue with respect to the transfer to Purchaser of the general partnership interests in Xxxxxx Properties, Purchaser shall have executed and delivered to WLovell, JLovell and the law firm of Akerman, Senterfitt & Xxxxxx, P.A. ("Akerman, Senterfitt") a Tax Indemnification Agreement substantially in the form attached as Schedule 6.2(g), for the benefit of WLovell and JLovell, Akerman, Senterfitt, and, as third-party beneficiaries, the Sellers and Lawyers Title Insurance Corporation.
Tax Indemnification Agreement. CAPCO and each of the CAPCO ----------------------------- Shareholders agrees to execute and deliver to GBB a Tax Indemnification Agreement substantially in the form of Exhibit E attached hereto.
