Tax Indemnities Sample Clauses

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. The general tax and withholding tax indemnities are specified in Schedule III hereto, which provisions are incorporated herein by reference.

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. 76 SECTION 40. Lessee Lender Protections.................................... 86 SECTION 41. Financeable Sites and Severed Leases......................... 89 SECTION 42. Global Parent Guaranty....................................... 92

Tax Indemnities. (a) If CCL, or another member of the CCL 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 CCL Common Stock (or any other class of outstanding CCL stock) or commences a tender or other purchase offer for the capital stock of CCL 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 CCL Common Stock (or any other class of outstanding CCL 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 to whether an acquisition of ...

Tax Indemnities. (a) Parent shall be responsible for and shall indemnify and hold the Purchasers harmless against all Losses arising out of or arising from any (i) Indemnified 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; provided, that, with respect to the preceding clause (i), such Losses shall be no more than 48% of the pre-GA Merger Date tax liability of the Companies that gives rise to such Losses; provided, further, that, with respect to the preceding clauses (i) and (ii), such indemnification shall be allocated among the Purchasers based on the number of Securities each Purchaser acquires pursuant to this Agreement. For the avoidance of doubt, nothing in this Section 7.01(a) shall limit or otherwise affect the obligations of Parent to provide indemnification to Master LLC for Taxes to the extent Parent is so obligated pursuant to the GA Merger Agreement. (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 GA Merger 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), 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 date of the GA Merger Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Companies, 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 date of the Closing and the denominator of which is the number of days in the entire Straddle Period. (c) Payment by the indemnifying party of any amount due under this Section 7.01 shall be made within ten (10) days following written notice by the indemnified party that payment of such amounts to the appropriate taxing authority is due; provided, that the indemnifying party shall not be required ...

Tax Indemnities. (a) From and after the Closing Date until thirty (30) calendar days following the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions), and subject to Section 8.4.9 and 8.4.1(c), the Seller shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Buyer and the Target Companies against and reimburse the Buyer and the Target Companies for all Losses attributable to Taxes (i) imposed on the Target Companies with respect to any Tax period or portion thereof that ends on or before the Closing Date, in excess of the amount, if any, for current Taxes (as opposed to deferred Taxes) taken into account in the Target Companies’ books and records, (ii) imposed or payable under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law) by reason of any of the Target Companies being included in any Affiliated Group at any time on or before the Closing Date, in excess of the amount, if any, for current Taxes (as opposed to deferred Taxes) taken into account in the Target Companies’ books and records, (iii) attributable to any breach of a representation made in Section 5.10 or (iv) attributable to federal income taxes for tax periods ending after the Closing Date actually paid by the Target Companies(or an affiliated group of which the Target Companies and the Buyer or its Affiliates are members) on or before the fifth anniversary of the Closing Date (or, in the case of any such payment made with the filing of the federal income Tax Return for the Tax year ending December 31, 2010, the date of the filing of such federal income Tax Return, but no later than September 15, 2011) and that would not have been paid (even after use of all other available Tax attributes) if the Target Companies had available in such tax periods for use by the Target Companies (or an affiliated group of which they and the Buyer or its Affiliates are members) at least $7,500,000 in federal net operating loss carryforwards from the tax years of 2003 and 2004 collectively, but subject to applicable limitations under the Code and the regulations thereunder, including Section 382 of the Code (other than a change of ownership under Section 382 of the Code that occurs prior to the Closing Date). (b) Payment by the Seller of any amount due to the Company or the Buyer under this Section 8.4.1 shall be made within ten (10) Business Days following written notice by the C...

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. 37 SECTION 6.02. Refunds and Tax Benefits.................................................... 39 SECTION 6.03. Contests.................................................................... 39 SECTION 6.04. Preparation of Tax Returns.................................................. 40 SECTION 6.05. Section 338(h)(10) Election................................................. 41 SECTION 6.06. Cooperation and Exchange of Information..................................... 42 SECTION 6.07. Conveyance Taxes............................................................ 42 SECTION 6.08. Miscellaneous............................................................... 43