Tax Indemnification and Audits Sample Clauses

Tax Indemnification and Audits. (a) From and after the Closing, WRI shall indemnify and hold harmless the Surviving Corporation, Westar and MCMC against (i) any and all liability assessed against the Surviving Corporation, Westar or MCMC for Income Taxes with respect to taxable periods ending on or before the Closing Date; (ii) any liability assessed against the Surviving Corporation, Westar or MCMC by reason of the Surviving Corporation, Westar or MCMC being severally liable for Income Taxes of WRI or any of its Affiliates pursuant to Treasury Regulation Section 1.1502-6 (or any analogous provision of state, local or foreign tax law); and (iii) except to the extent taken into account as a Current Liability in the calculation of Closing Working Capital, any liability for Pre-Closing Straddle Period Income Taxes assessed against the Surviving Corporation, Westar or MCMC (other than Pre-Closing Straddle Period Income Taxes for which WRI has paid the Surviving Corporation pursuant to Section 6.15(c)), including without limitation in each of (i) through (iii) above, any liability resulting from changes made on audit. For purposes of clauses (i) and (iii) of the preceding sentence, the taxable year of any partnership or other pass-through entity in which WRI, the Surviving Corporation or any of the Transferred Subsidiaries is a partner or other beneficial interest holder shall be deemed to terminate at the close of business on the Closing Date. Any indemnification payable by WRI to the Surviving Corporation, Westar or MCMC pursuant to this Section 10.2(a) shall be paid within the later of five days of the Surviving Corporation's request therefor and five days prior to the date on which the liability upon which the indemnification is based is required to be satisfied by the Surviving Corporation or Westar and MCMC, as the case may be. (b) Each party shall promptly notify the other in writing upon receipt of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may affect the Tax liabilities of the Surviving Corporation, Westar or MCMC with respect to periods ending on or before the Closing Date; provided, however, that the failure of the Surviving Corporation to give WRI prompt notice as provided herein shall not relieve WRI of any of its obligations hereunder, except to the extent that WRI's position is actually and materially prejudiced as a result of such failure. WRI shall, at its own expense, control any audit or determination by any authorit...
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Tax Indemnification and Audits. (a) From and after the Transaction Date, Sellers agrees to protect, defend, indemnify and hold harmless Purchaser and Penreco and their respective affiliates, officers, directors, employees and agents from and against, and agrees to pay, all applicable Taxes, including all costs and expenses arising out of or resulting from any and all Taxes (i) imposed as a result of any assertion, claim, notice of deficiency or assessment by, or any obligation owing to, any taxing authority for any Taxes imposed on or with respect to Penreco or its assets, operations or activities attributable to any Pre-Closing Tax Period or (ii) arising or resulting from any breach of any representation or warranty of Sellers set forth in Section 5.15, provided, however, that each Seller’s liability with respect to Penreco’s Taxes shall be limited to 50% of such Taxes, including all costs and expenses arising out of or resulting from any and all Taxes. (b) Upon receipt of a written claim or any communication, oral or written, regarding Taxes (a “Tax Communication”) from any taxing authority, or from the Tax Matters Partner under ARTICLE XIV of the Partnership Agreement, that may result in the indemnification of a Party (the “Tax Indemnified Party”) under this Section 8.2 the Tax Indemnified Party shall promptly notify the Party (the “Tax Indemnitor”) obligated under this Section 8.2 to indemnify the Tax Indemnified Party in writing of such fact and attach a copy of any written Tax Communication. (i) If the Tax Indemnitor elects to control such proceeding, the Tax Indemnified Party shall take such action in connection with contesting any claim by a taxing authority as the Tax Indemnitor shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney, provided that (A) within thirty (30) days after the notice required by this Section 8.2(b)(i) has been delivered (or such earlier date on which any payment of Taxes is due by the Tax Indemnified Party, but in no event earlier than five (5) days after the Tax Indemnitor’s receipt of such notice), the Tax Indemnitor requests that such claim be contested, and (B) the Tax Indemnitor shall have agreed in writing to pay to the Tax Indemnified Party all costs and expenses that the Tax Indemnified Party may incur in connection with contesting such claim, including reasonable attorneys’ and accountants’ fees and disbursements. The Tax Indemnified Party shall not make any p...
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Tax Indemnification and Audits. (a) Subject to the other provisions of this Clause 10.3, but notwithstanding anything contained in this Agreement, Vendor shall pay and shall indemnify, and save Purchaser, KEL Amalco and their Affiliates harmless from and against any Losses and Liabilities, including Canadian federal, United States federal, provincial and state income Tax (together with any penalty, interest or fine related thereto): (i) which arise in respect of all Taxes payable by KEL Amalco and the Acquired Entities for any period ending on or prior to the Closing Date; or (ii) suffered, sustained, paid or incurred by Purchaser as a direct consequence of (A) any representations or warranties contained in Clause 5.4 not being true; (B) the Tax Returns or Tax elections forms filed by Vendor pursuant to Clauses 10.1(a) and 10.1(b) failing to be true, complete and accurate in all material respects; or (C) a breach by Vendor of its covenants contained Clauses 10.1(a), 10.1(b) or 10.2; and which were not taken into account in the calculation of the Final Adjusted Working Capital, or do not relate to Taxes on income from operation of the Assets in the ordinary course of business during the period from and after the Effective Date, to and including the Closing Date; but, in all such cases, only to the extent that such Losses and Liabilities exceed in the aggregate , it being acknowledged that Purchaser shall have no recourse against Vendor to the extent that the aggregate of all such Losses and Liabilities is less than . For greater certainty, Vendor shall not be liable for and shall not be obligated to indemnify Purchaser under this Clause 10.3(a) in relation to any Losses or Liabilities arising from any re-filing of any Tax Return in respect of which Purchaser is obligated to indemnify Vendor pursuant to Clause 10.3(b). (b) Subject to the other provisions of this Clause 10.3, but notwithstanding anything contained in this Agreement, Purchaser shall indemnify and save Vendor, effective as and from the Closing Date, harmless from and against any Losses and Liabilities, including Canadian federal, United States federal, provincial and state income Tax (together with any penalty, interest or fine related thereto) that may be made or brought against Vendor or arising out of re-filing any of the Tax Returns of KEL Amalco or any of the Acquired Entities relating to filing periods ending on or prior to the Closing Date, or any similar transaction, action or event undertaken or caused by Purchaser, ...
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Related to Tax Indemnification and Audits

  • Tax Indemnifications (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of 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. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (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 pursuant to Section 3.01(c)(ii) below. (ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

  • Tax Indemnification (a) Each Borrower shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error. (b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Other Indemnification Matters Any claim for indemnification under this Article X must be asserted by providing written notice to the other parties specifying the factual basis of the claim in reasonable detail to the extent then known by the Person asserting the claim. The right to indemnification will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the date hereof, with respect to any representation, warranty, covenant or agreement in this Agreement. THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE X WILL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES. THE WAIVER OF ANY CONDITION BASED ON THE ACCURACY OF ANY REPRESENTATION OR WARRANTY, OR ON THE PERFORMANCE OF OR COMPLIANCE WITH ANY COVENANT OR AGREEMENT, WILL NOT AFFECT THE RIGHT TO INDEMNIFICATION, PAYMENT OF DAMAGES, OR OTHER REMEDY BASED ON ANY SUCH REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT. If any party liquidates or dissolves at any time when any Liability of such party with respect to this Article X may thereafter arise or be determined, then at the time of such liquidation or dissolution, such party will cause its shareholders, members, partners or other equity holders or distributees of such party’s assets, as the case may be, to take such assets subject to such Liabilities ratably in proportion to the assets received; provided, however, that the failure on behalf of any party to comply with the covenant set forth in this sentence will in no way reduce such party’s obligations in this Agreement.

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

  • Indemnification and Survival Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

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