Common use of Tax Indemnification by the Company Clause in Contracts

Tax Indemnification by the Company. The Company shall be liable for, and shall hold MEI and Sub harmless from and against, the following Taxes with respect to the Company or any Transferred Subsidiary: (a) any and all Taxes for any taxable period or portion thereof beginning after the Closing Date, due or payable by the Company or any Transferred Subsidiary; (b) any and all Taxes resulting from transactions, acts or omissions not in the ordinary course of business after the Closing on the Closing Date; and (c) Taxes payable with respect to the business or operations of the Company or the Transferred Subsidiaries during the period from the date hereof through the Closing. For purposes of clause (c) of this Section 9.2, the Company shall -40- 47 compute, or cause to be computed, the Taxes payable (which computation shall be reduced by the amount of any estimated Taxes paid by the Company during such period) within 90 days of the Closing Date and shall pay to MEI such amount.

Appears in 1 contract

Samples: Recapitalization Agreement (McMS Inc)

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Tax Indemnification by the Company. The Company shall be liable for, and shall hold MEI and Sub harmless from and against, the following Taxes with respect to the Company or any Transferred Subsidiary: (a) any and all Taxes for any taxable period or portion thereof beginning after the Closing Date, due or payable by the Company or any Transferred Subsidiary; (b) any and all Taxes resulting from transactions, acts or omissions not in the ordinary course of business after the Closing on the Closing Date; and (c) Taxes payable with respect to the business or operations of the Company or the Transferred Subsidiaries during the period from the date hereof through the Closing. For purposes of clause (c) of this Section 9.2, the Company shall -40- 47 compute, or cause to be computed, the Taxes payable (which computation shall be reduced by the amount of any estimated Taxes paid by the Company during such period) within 90 days of the Closing Date and shall pay to MEI such amount.

Appears in 1 contract

Samples: Recapitalization Agreement (Micron Electronics Inc)

Tax Indemnification by the Company. The Company shall be liable for, and shall hold MEI and Sub harmless from and against, the following Taxes with respect to the Company or any Transferred Subsidiary: (a) any and all Taxes for any taxable period or portion thereof beginning after the Closing Date, due or payable by the Company or any Transferred Subsidiary; (b) any and all Taxes resulting from transactions, acts or omissions not in the ordinary course of business after the Closing on the Closing Date; and (c) Taxes payable with respect to the business or operations of the Company or the Transferred Subsidiaries during the period from the date hereof through the Closing. For purposes of clause (c) of this Section 9.2, the Company shall -40- 47 compute, or cause to be computed, the Taxes payable (which computation shall be reduced by the amount of any estimated Taxes paid by the Company during such period) within 90 days of the Closing Date and shall pay to MEI such amount.

Appears in 1 contract

Samples: Recapitalization Agreement (Micron Electronics Inc)

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Tax Indemnification by the Company. The Company shall be liable for, and shall hold MEI and Sub harmless from and against, the following Taxes with respect to the Company or any Transferred Subsidiary: (a) any and all Taxes for any taxable period or portion thereof beginning be ginning after the Closing Date, due or payable by the Company or any Transferred Subsidiary; (b) any and all Taxes resulting from transactions, acts or omissions not in the ordinary course of business after the Closing on the Closing Date; and (c) Taxes payable with respect to the business or operations of the Company or the Transferred Subsidiaries during the period from the date hereof through the Closing. For purposes of clause (c) of this Section 9.2, the Company shall -40- 47 compute, or cause to be computed, the Taxes payable (which computation shall be reduced by the amount of any estimated Taxes paid by the Company during such period) within 90 days of the Closing Date and shall pay to MEI such amount.

Appears in 1 contract

Samples: Recapitalization Agreement (McMS Inc)

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