Tax Indemnification and Other Tax Matters Sample Clauses

Tax Indemnification and Other Tax Matters. (a) Notwithstanding anything to the contrary in the Agreement, Parent, Seller and NMT-US shall, jointly and severally, indemnify, save and hold harmless the Buyer Indemnified Parties from and against any and all Damages incurred in connection with, arising out of, resulting from or relating to (i) any fact inconsistent with, or any untruth, inaccuracy or breach of, any representation, warranty or covenant of Parent, Seller, NMT-US or any of the Acquired Companies or the Seller contained in Sections 2.2(c) (with respect to the 1998/1999 Tax Make-Whole Payment), 3.7, 5.2(f)(vi), 5.9 or 5.11, and (ii) to the extent not covered in foregoing clause (i), paid under Section 2.2(c) or reflected in the accrual for Taxes (other than any accrual for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Date Balance Sheet, any and all Taxes attributable to the Acquired Companies and the US-Based Assets (A) with respect to all periods ending on or prior to the Closing Date, and (B) with respect to the Stub Tax Period. For the purposes of this Agreement, the period from January 1, 2000 through and including the Closing Date is referred to as the "Pre-Closing Period" and any period thereafter is referred to herein as the "Post-Closing Period." (b) For purposes of this Section 14.3, Tax or Taxes shall include the amount of Taxes which would have been paid but for the application of any credit or net operating or capital loss deduction attributable to periods or portions of a period beginning after the Closing Date. (c) For the avoidance of doubt, the parties agree that the provisions of this Section 14.3 shall be interpreted and applied in such a manner such that none of Buyer, ISC or any of the Acquired Companies shall be entitled to double or multiple recovery with respect to any Damages (i.e., to the extent that Buyer is paid out in full under Section 2.2(c) for an under- accrual of Taxes for the 1998 or 1999 Tax year, none of Buyer, ISC or any of the Acquired Companies shall be entitled to indemnification under this Section 14.3 on the basis of said under-accrual). (d) Buyer or its duly authorized agents shall cause the Acquired Companies to prepare and file all Returns in respect of Taxes for periods ending after the Closing Date. Seller or its duly authorized agents shall prepare and file all Returns in respect of Taxes for periods ending prior to or on the Closing Date, including, without limitation, the Stub Tax Perio...
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Tax Indemnification and Other Tax Matters. Subject to the provisions of ARTICLE 9 hereof: (a) The Seller shall be liable for, shall pay to the appropriate Tax Authorities, and shall hold the Company and the Purchaser harmless against, (i) all Taxes that relate to the Pre-Closing Straddle Period or any other period ending on or before the Closing Date, and (ii) any Tax liability arising under Treasury Regulation section 1.1502-6 or equivalent state law provision as a result of the Company being included in a consolidated, combined or unitary federal or state income or franchise tax return prior to the Closing Date. (b) The Purchaser and the Company shall be liable for, shall pay to the appropriate Tax Authorities, and shall hold the Seller harmless against, all Taxes that relate to the Post-Closing Straddle Period or any taxable period that begins after the Closing Date other than any Tax liability referred to in SECTION 10.1(a)(ii) hereof or for which Seller is responsible pursuant to SECTION 10.2 hereof. (c) Prior to and on the Closing Date, the Company shall continue to make payments of Taxes to the Seller for the Pre-Closing Straddle Period in amounts determined in a manner consistent with the Tax Sharing Agreement. The computation of such Tax payments shall not take into account (and Seller shall indemnify Company against) any Taxes resulting from (i) the transfer of the Excluded Assets, (ii) the section 338(h)(10) election to be made pursuant to SECTION 10.1(g) of this Agreement, (iii) the Company ceasing to be a member of the affiliated group of the Seller for purposes of section 1504 of the Code, and (iv) transactions undertaken by the Company in violation of SECTION 5.5 of this Agreement. (d) Prior to the due date for any Tax Returns filed with respect to the Pre-Closing Straddle Period, which are to be prepared and filed (or caused to be prepared and filed) by the Seller pursuant to SECTION 10.1(f) of this Agreement, the Seller shall deliver (or cause to be delivered) to the Purchaser a schedule (the "TRUE-UP SCHEDULE") showing (x) the amount of Tax to be reported on such Tax Returns which is attributable to the Company and determined in a manner consistent with the Tax Sharing Agreement, exclusive of (A) any Taxes resulting from (i) the transfer of the Excluded Assets, (ii) the section 338(h)(10) election made pursuant to SECTION 10.1(g) of this Agreement, (iii) the Company ceasing to be a member of the affiliated group of the Seller for purposes of section 1504 of the Code, and (iv) tran...
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Tax Indemnification and Other Tax Matters. (a) Seller shall be liable for, shall pay to the relevant Tax Authorities, and shall indemnify and hold JANY and Purchaser harmless against, (i) all Taxes that relate to (A) with respect to any taxable period that commences prior to the Closing Date, but ends on or after the Closing Date, the portion of the taxable period that commences on the first day of such taxable period and continues up to and including the Closing Date (the "Pre-Closing Straddle Period"), and (B) any other taxable period ending on or before the Closing Date, (ii) any Tax liability arising under Treasury Regulation section 1.1502-6 or equivalent state law provision as a result of JANY being included in a consolidated, combined or unitary federal or state income
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Tax Indemnification and Other Tax Matters. Seller shall be liable for, shall pay to the appropriate Tax Authorities and shall hold IGL and Buyer harmless against, all Taxes that relate to any taxable period ending on or before the Closing Date, including, without limitation, any deficiencies in Tax, any Tax attributable to the Section 338(h)(10) election that will be made under (e) below and any Taxes of Seller or any affiliate of Seller assessed against IGL under Treasury Regulations ss.1.1502-6.
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Tax Indemnification and Other Tax Matters. (a) Notwithstanding anything to the contrary in this Agreement, neither the Companies nor the Shareholders shall be liable to any of Purchaser’s Indemnified Persons pursuant to Section 5.2 for any Taxes or for any liability incurred in connection with or imposed by any Taxing Authority, including any interest, penalties, fines, or additions to Tax, and such liability shall instead be governed exclusively by this Section 5.6. In the event and to the extent that there shall be a conflict between the provisions of Section 5.2, Section 5.3, Section 5.4 or Section 5.5, and the provisions of Section 5.6, this Section 5.6 shall control. (b) The Companies and the Shareholders (collectively, the “Tax Indemnifying Parties”), covenants and agrees to indemnify and hold harmless Purchaser’s Indemnified Persons, from and against (i) all Taxes of the Companies attributable to periods or portions thereof ending on or before the execution and delivery of this Agreement (including any Taxes arising under Section 1374 of the Code or under similar provisions of state or local laws as a result of the transactions contemplated by this Agreement); (ii) all Taxes arising as a result of any adjustment by a Taxing Authority to the consequences of any payments made by the Companies to any of its employees during the previous three years of the date of this Agreement or any payments by the Companies to any of its employees pursuant to this Agreement; and (iii) reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Purchaser’s Indemnified Persons with respect to the imposition of such Taxes. (i) Notwithstanding anything in this Agreement to the contrary, if a written notice of deficiency, proposed adjustment, assessment, audit, examination, or other claim with respect to the Companies shall be delivered or sent to Purchaser, the Companies or the Shareholders, or a suit or dispute commenced or initiated against Purchaser, the Companies or the Shareholders by any Taxing Authority with respect to which any of Purchaser’s Indemnified Persons is entitled to indemnification from the Tax Indemnifying Parties pursuant to Section 5.6(b) (a “Taxing Authority Claim”), the person receiving such notice or named in such suit or dispute shall promptly notify the Tax Indemnifying Parties in writing of the Taxing Authority Claim, which notice shall apprise the Tax Indemnifying Parties in reasonable detail of the nature of the Taxing Authority Claim, and shall fur...
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Tax Indemnification and Other Tax Matters. (i) The Seller shall indemnify, save and hold harmless the Purchaser Indemnified Parties from and against any and all Losses incurred in connection with, arising out of, resulting from or relating to any and all Taxes attributable to the Company or the assets of the Company (y) with respect to all Tax periods from March 27, 2000, to the Closing Date, and (z) with respect to any Tax period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date (such portion shall be referred to herein as the "Pre-Closing Tax Period" and the portion of such period after the Closing Date shall be referred to herein as the "Post-Closing Tax Period"). (ii) For purposes of this Section 6.2(b), Tax or Taxes shall include the amount of Taxes which would have been paid but for the application of any credit or net operating or capital loss deduction attributable to the Post-Closing Tax Period. (iii) Any Taxes for a period including the Pre-Closing Tax Period and a Post-Closing Tax Period shall be apportioned between such Pre-Closing Tax Period and such Post-Closing Tax Period, based, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, on the basis of a closing of the books as of the Closing Date. (iv) Without limiting the foregoing provisions of this Section 6.2(b), the definitions of "Loss" or "Losses" in Section 6.2(a) shall include any claim or right to indemnification pursuant to this Section 6.2(b).
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Tax Indemnification and Other Tax Matters 
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Related to Tax Indemnification and Other Tax Matters

  • Notifications and Other Indemnification Procedures Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Representative (in the case of counsel for the indemnified parties referred to in Section 8(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 8(b) above) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.

  • Notice and Other Indemnification Procedures 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

  • Liability for Taxes and Other Charges If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

  • Indemnification Obligations Net of Insurance Proceeds and Other Amounts (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

  • Liability of Holder for Taxes, Duties and Other Charges If any tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Receipt or any Deposited Securities or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of the Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to deliver Receipts, register the transfer, split-up or combination of ADRs and (subject to Article (22) hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. The liability of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of the Deposit Agreement. Holders understand that in converting Foreign Currency, amounts received on conversion are calculated at a rate which may exceed the number of decimal places used by the Depositary to report distribution rates (which in any case will not be less than two decimal places). Any excess amount may be retained by the Depositary as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment.

  • Payment of Transfer Taxes, Fees and Other Expenses The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by an Employee in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

  • GOVERNING LAW AND OTHER REPRESENTATIONS: DIR Customer [ ] Unit of Texas Local Government hereby certifying that is has statutory authority to perform its duties hereunder pursuant to Chapter , Texas Code. [ X ] Non-Texas State agency or unit of local government of another state hereby certifying that it has statutory authority to enter in to this Interlocal Agreement and perform its duties hereunder pursuant to Idaho Code § 67-2807

  • Liability of Holder for Taxes and Other Charges Any tax or other governmental charge payable with respect to any ADR or any Deposited Securities or ADSs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

  • Payment of Taxes and Other Expenses Should City, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Division, or both, determine that Contractor is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Contractor which can be applied against this liability). City shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by Contractor for City, upon notification of such fact by City, Contractor shall promptly remit such amount due or arrange with City to have the amount due withheld from future payments to Contractor under this Agreement (again, offsetting any amounts already paid by Contractor which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, Contractor shall not be considered an employee of City. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that Contractor is an employee for any other purpose, then Contractor agrees to a reduction in City’s financial liability so that City’s total expenses under this Agreement are not greater than they would have been had the court, arbitrator, or administrative authority determined that Contractor was not an employee.

  • Payment of Taxes and Other Claims The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

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