Tax Indemnities. (a) From and after the Closing Date, the Seller shall indemnify and hold the Purchaser and each Pershing Company and their respective officers, directors, employees and agents harmless against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date (including, without limitation, any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller's affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date, including the pre-Closing portion of any Straddle Period because of a breach by the Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v).
Tax Indemnities. (a) From and after the Closing Date, Seller agrees to indemnify Purchaser, against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as of the Closing Date with respect to the Subject Business Assets.
(b) From and after the Closing Date, Purchaser shall indemnify Seller and its Affiliates against all taxes imposed on or with respect to the Subject Business Assets with respect to any taxable period or portion thereof beginning after the Closing Date.
(c) Payment by the indemnitor of any amount due under this Section 7.01 shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment (i) earlier than two days before it is due to the appropriate tax authority or (ii) of any Taxes which the indemnitor has by all appropriate proceedings elected to contest and is contesting diligently and in good faith. In the case of a Tax that is so contested, payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the date a final determination to such effect is made by the appropriate taxing authority or a court.
(d) For purposes of this Agreement, in the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes payable for the period ending on the Closing Date shall be (i) in the case of any Tax other than a Tax based upon or measured by income, the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period and (ii) in the case of any Tax based upon or measured by income, the amount which would be payable if the taxable year ended on the Closing Date. Any credit shall be prorated in the same manner as the Tax to which such credit relates would be prorated, as described in the preceding sentence. In the case of any Tax based upon or measured by capital (including net w...
Tax Indemnities. (a) From and after the Closing, the Seller agrees to indemnify and hold the Purchaser and its Affiliates harmless against any Excluded Taxes, for any breach of the warranties contained in Section 3.15(e), (j), (k) and (l) of this Agreement, and for any Taxes for which the Purchaser is liable under section 116 of the Income Tax Act (Canada), or sections 1094 and 1102.4 of the Taxation Act (Quebec), as a result of the purchase of the Company Shares from the Seller. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against the Relevant Proportion of all Taxes imposed on or relating to the Xxxxxx Entities, Holdco other than Excluded Taxes. The parties hereto agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee.
(b) In the case of Taxes with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the taxable period ending on the Closing Date shall be:
(i) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than Conveyance Taxes covered by Section 7.06), deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable period ended on the Closing Date; and
(ii) in the case of Taxes imposed on a periodic basis with respect to the assets of any Xxxxxx Entity, Holdco or any JV Entity, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount there...
Tax Indemnities. (a) If Covance, or another member of the Covance Group (collectively the "Indemnifying Party") shall take any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violation, then the Indemnifying Party shall (jointly or severally) indemnify and hold harmless Corning and each member of the Corning Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party as a result of the failure, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on shareholders of Corning to the extent any shareholder or shareholders of Corning successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide for.
(b) Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associated Persons acquires Beneficial Ownership of twenty percent (20%) or more of Covance Common Stock (or any other class of outstanding Covance stock) or commences a tender or other purchase offer for the capital stock of Covance upon consummation of which such Person or Group of Affiliated Persons or Associated Persons would acquire Beneficial Ownership of twenty percent (20%) or more of the Covance Common Stock (or any other class of outstanding Covance stock) and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such acquisition or tender or other purchase offer; then the Indemnifying Party shall indemnify and hold harmless the Indemnified Party against any and all Taxes imposed upon or incurred by the Indemnified Party and/or its shareholders as a result of the failure of either Distribution or the Other Transactions to so qualify.
(c) The Indemnified Party shall be indemnified and held harmless under Section 2.01(a) without regard to the fact that the Indemnified Party may have received a supplemental ruling from the IRS or an Opinion of Counsel as contemplated by Section 1.02(c). The Indemnified Party shall be indemnified and held harmless under Section 2.01(b) without regard t...
Tax Indemnities. 62 Section 7.2. Refunds and Tax Benefits..................................64 Section 7.3. Contests..................................................64 Section 7.4. Preparation of Tax Returns................................65 Section 7.5. Cooperation and Exchange of Information...................66 Section 7.6. Tax Sharing Arrangements..................................66 Section 7.7. Indemnity Payments to be Treated as Purchase Price Adjustments...............................................66 Section 7.8. Section 338(h)(10) Election...............................66 Section 7.9. Transfer Taxes and Sales Tax..............................67 Section 7.10.
Tax Indemnities. The general tax and withholding tax indemnities are specified in Schedule III hereto, which provisions are incorporated herein by reference.
Tax Indemnities. 76 SECTION 40. Lessee Lender Protections.........................................86 SECTION 41. Financeable Sites and Severed Leases..............................89 SECTION 42. Global Parent Guaranty............................................92
Tax Indemnities. (a) The Seller shall indemnify, defend and hold harmless the Purchaser and its Affiliates (including the Company), and each of their respective officers, directors, employees and agents (each, a “Tax Indemnitee”) from and against, and shall reimburse each Tax Indemnitee for, any and all Taxes (including, without limitation, reasonable accountants’ and attorneys’ fees and other investigatory fees and out-of-pocket expenses) arising out of or attributable to (i) any breach of any representation or warranty contained in Section 2.14 of this Agreement, (ii) any and all Taxes for any Taxable Period, or portion thereof, ending on or before the Closing Date except to the extent that such Taxes are specifically set forth in any Tax reserve accrued on the Final Closing Statement, (iii) any and all unpaid Taxes, whether determined on a separate, consolidated, combined, group or unitary basis, including any penalties and interest in respect thereof, of the Company (A) pursuant to Treasury Regulations section 1.1502-6 or any comparable provision of state or local law resulting from the Company having been a member of an affiliated, consolidated, combined or unitary group prior to the Closing Date, (B) pursuant to any guaranty, indemnification, Tax sharing, or similar agreement made on or before the Closing Date principally relating to the sharing of liability for, or payment of, Taxes and (C) as a transferee or successor, or by operation of law, (iv) the Seller providing inaccurate tax basis information as provided for in Section 6.7(d) for any items which would affect the deferred tax positions of the Company or the inability of Seller to provide acceptable support to any Taxing Authority with respect to such basis, or (v) the breach of any of the tax covenants provided for in Section 9.6. Notwithstanding the foregoing, the Purchaser shall be entitled to recover Losses as a result of clause (iv) of the preceding sentence only if and to the extent that such cumulative Losses result from an inaccuracy in the tax basis information that exceeds $500,000 in the aggregate, taking into account both overstatements and understatements of basis. For the avoidance of doubt, the rights and obligations of the Parties with respect to indemnification by the Seller for any and all Tax matters shall be solely governed by this ARTICLE IX and shall not be subject to the provisions of ARTICLE VIII.
(b) If the Purchaser files a consolidated Tax Return for U.S. federal income tax purposes...
Tax Indemnities. (a) Parent shall be responsible for and shall indemnify and hold the Purchaser, Master LLC and their respective Affiliates harmless against all Losses arising out of or arising from any (i) Excluded Tax and (ii) any breach by Parent or any of its Affiliates of any covenant by Parent or its Affiliates set forth in this Article VII. Master LLC and the Companies shall be responsible for and shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of Taxes (other than Excluded Taxes) of Master LLC or the Companies (or attributable to the operation of their businesses) that are imposed on Parent or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to the Parent Members or their Affiliates pursuant to the LLC Agreement or otherwise as a result of Parent Members’ capacity as members of Master LLC. Master LLC and the Companies shall also be responsible for and shall indemnify Purchaser and its Affiliates harmless against all Losses arising out of Taxes of Master LLC or the Companies (or attributable to the operation of their businesses) that are imposed on Purchaser or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to the Purchaser or their Affiliates pursuant to the LLC Agreement or otherwise as a result of the Purchaser’s capacity as a member of Master LLC. Master LLC and the Companies shall indemnify and hold the Purchaser, Parent and their respective Affiliates harmless against all Losses arising out of or arising from any breach by Master LLC or any Company of any covenant by Master LLC or any Company to such indemnified person or its Affiliates set forth in this Article VII. The Purchaser shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of or arising from any breach by the Purchaser or its Affiliates of any covenant by the Purchaser or its Affiliates set forth in this Article VII. For purposes of this Section 7.01(a), Master LLC and the Companies shall not be considered Affiliates of the Purchaser.
(b) In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the taxable period ending on the date of the Closing shall b...
Tax Indemnities. (b)
(1) Except as provided in Section 6.13(a)(ii), Penobscot shall be liable for, and agrees to defend, hold harmless and indemnify BHE from and against any and all Indemnifiable Losses with respect to any and all Taxes of, or attributable to, PHC with respect to any period, or portion thereof, ending on or before the First Closing date ("Pre-Closing Periods") up to the aggregate amount of the Tax Accrual. The indemnification obligations of Penobscot contained in this Section 6.13(a)(i) are separate from Penobscot's obligations in Article VIII.
(1) BHE shall be liable for, and agrees to defend, hold harmless and indemnify Penobscot and its Affiliates (including, after the Second Closing date, PHC) from and against, any and all Indemnifiable Losses with respect to:
(A) any and all Taxes of or attributable to PHC with respect to any Pre-Closing Period (including any Taxes incurred as a result of making the Section 338(h)(10) election), but only to the extent the aggregate amount of such other Taxes exceeds the Tax Accrual; and
(B) any Taxes of any corporation or other Person, that is or was affiliated with PHC, with respect to any Pre-Closing Period, including, but not limited to, any such Taxes for which PHC is or may be or become liable for by contract, as transferor, transferee, or successor, or under any applicable law (including, but not limited to, Treasury Regulation Section 1.1502-6 or 1.1502-78(b)(2) or any similar provision under any applicable foreign, state or local law), or otherwise. The indemnification obligations of BHE contained in this Section 6.13(a)(ii) are separate from BHE's obligations in Article VIII.
(1) In the case of any Tax described in Section 6.13(a)(ii)(A) that relates to any taxable period of PHC that begins on or before the First Closing Date but does not end on or before the First Closing Date (a "Straddle Period"), the portion of the Tax attributable to PHC or for which PHC may be liable for each of the Pre-Closing Period and the portion of such taxable period beginning after the First Closing Date (the "Post-Closing Period") shall be determined as follows:
(A) In the case of any franchise or similar Tax that is not based upon or measured by net income and any ad valorem Tax, the portion attributable to the Pre-Closing Period shall be the amount of the Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Period and the denominator of which is the number o...
