Tax Indemnification by Parent Sample Clauses

Tax Indemnification by Parent. Effective as of and after the Closing Date, Parent shall pay or cause to be paid, and shall indemnify Purchaser and its Affiliates (including the members of the Education Group after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against, without duplication, (i) any Income Taxes reportable on a Tax Return of a member of the Parent Group; (ii) (A) the applicable Proportionate Equity Share of any Taxes imposed on any member of the Education Group for any Pre-Closing Period and (B) any Taxes imposed on the Business or the Shares (other than, for the absence of doubt any Taxes imposed on any member of the Education Group) for any Pre-Closing Period; (iii) any Taxes for a Post-Closing Period resulting from and that would not have arisen but for any amounts required to be included in income by Purchaser or any of its Affiliates under Section 951 of the Code attributable (determined on the basis of an interim closing of the books as of the Closing Date) to a Pre-Closing Period of a Foreign Non-338 Target Corporation or a Non-QSP Target Corporation (calculated on a “with and without” basis and taking into account, without limitation, any foreign Tax credits under Section 960 of the Code); (iv) any Taxes of any member of the Parent Group for which any member of the Education Group is liable solely as a result of Treasury Regulation Section 1.1502-6 (or any similar provision of applicable state, local or foreign Law); (v) any Taxes arising out of any breach of or inaccuracy in any of the representations and warranties set forth in Section 3.13(h) or (k); (vi) any Taxes arising out of or relating to any breach by Sellers of any covenant or agreement of Sellers contained in this Agreement; (vii) any Taxes imposed on the transaction steps set forth in the Plan of Reorganization (including Taxes imposed on such steps as a result of the sale of Shares or the transfer to Sellers of the Delayed Reversion Entity pursuant to this Agreement); and (viii) reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) to (vii) (but not, for the absence of doubt, fees or expenses incurred in preparing any Tax Return); provided, however, that Sellers shall not be required to pay or cause to be paid, or to indemnify or hold harmless Purchaser Indemnified Tax Parties from and against any Taxes (A) for which Purchaser is responsible pursuant to Section 7.3, (B) pr...
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Tax Indemnification by Parent. Subject to the limitations set forth in Section 10.01, Section 10.04 and Section 10.06, after the Closing Date, Parent shall indemnify each Stockholder Covered Party and hold it harmless against any loss that the Stockholder actually suffers as a result of any act or failure to act by Parent, the Company or any of its Subsidiaries (or any of their respective Affiliates) following the Closing that results in the failure of the Spin Transaction (A) to qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(D) and 355 of the Code for the Company and Ceridian HCM and under Section 355 and related provisions of the Code (including Section 361(c)(1) of the Code) or (B) to not be taxable under Section 355(e) of the Code (such act or failure to act, a “Parent Disqualifying Action”).
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Tax Indemnification by Parent. Parent shall be liable for, and shall hold Investor harmless from and against, the following Taxes with respect to the Partnership and the UT Contributed Business: (a) any and all Taxes (other than Taxes attributable to the transactions contemplated by this Agreement or the ownership of LLC Shares by Investor or Investor Newco) for any taxable period beginning (or deemed pursuant to Section 8.4 to begin) on or after the Closing Date, due or payable with respect to the Partnership or the UT Contributed Business, and (b) any and all Taxes not incurred in the ordinary course of business attributable to the acts or omissions of Parent after the Closing. 8.4.
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Tax Indemnification by Parent. Each of Parent and the Surviving Corporation agrees, jointly and severally, to fully defend, indemnify and hold each Music & Arts Indemnified Party harmless from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (A) any Taxes of any of the Company and each Company Subsidiary with respect to any Tax year beginning after the Effective Time (or for any Straddle Period, to the extent allocable (as determined in the following sentence) to the portion of such Straddle Period beginning after the Effective Time) and (B) all personal property Taxes of the Company or any Company Subsidiary that are due to be paid after the Effective Time (irrespective of whether such personal property Taxes relate to pre-Effective Time Tax periods). For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Straddle Period beginning after the Effective Time shall (1) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period beginning after the Effective Time and the denominator of which is the number of days in the entire Straddle Period and (2) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Straddle Period began after the Effective Time.
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Tax Indemnification by Parent. From and after the Closing, Parent shall pay or cause to be paid, and shall indemnify the Holdings Stockholder and its Affiliates (collectively, the “Stockholder Tax Indemnified Parties”) and hold each Stockholder Tax Indemnified Party harmless from and against: (A) any Taxes imposed on the Company or any of its Subsidiaries for any Post-Closing Period; (B) any Taxes arising out of or relating to any breach of any covenant or agreement of Parent contained in this Agreement; (C) any Taxes for which Parent is responsible under Section 9.10(i); and (D) any costs and expenses, including reasonable legal fees and expenses attributable to any item described in clauses (A) to (C); provided, however, that Parent shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Stockholder Tax Indemnified Parties from and against any Taxes for which the Holdings Stockholder is responsible pursuant to Section 9.10(a).
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Tax Indemnification by Parent. From and after the Closing, Parent shall indemnify, defend and hold harmless the Energy Supply Indemnitees from and against, and shall reimburse such Energy Supply Indemnitees with respect to, any and all Losses that result from, relate to or arise out of, whether prior to or following the Separation Time, any of the following items (without duplication):
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Tax Indemnification by Parent. (i) From and after the Closing, Parent shall indemnify the Buyer Indemnitees against and hold them harmless from any Losses to the extent attributable to:
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Related to Tax Indemnification by Parent

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • Indemnification by Sellers Each Seller (each an “Indemnifying Party”) agrees to jointly and severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Buyers Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • Tax Indemnification (i) Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within thirty days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.01(a)) or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten 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 by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate, prepared in good faith as to the amount of any 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.

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification by Acquiror Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from:

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