Tax Indemnity; Prior Agreements; Refunds Sample Clauses

Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distribution Date, the Alpha Parties shall indemnify, defend, and hold harmless the Generico Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Generico Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Alpha Taxes (including, for the avoidance of doubt, any Alpha Taxes arising from a redetermination thereof from an audit or examination of a Pre-Distribution Period or Straddle Period); and (ii) any amount for which New Alpha is liable under Section 2.04. Any amount payable by the Alpha Parties to the Generico Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Alpha Parties or any Alpha Affiliate with respect to such Tax after the Distribution Date to any Generico Indemnified Party and by any Prior Payments made by or on behalf of the Alpha Parties. The portion of a Prior Payment that is deemed to be on behalf of the Alpha Parties shall be the portion which bears the same proportion to the Prior Payment as the portion of Covered Group Taxes to which the Prior Payment relates that constitute Alpha Taxes bears to the amount of Covered Group Taxes to which the Prior Payment relates for the taxable year. As an example, if the amount of notional Taxes that constitute Alpha Taxes for the period beginning on January 1, 2007 and ending on the Distribution Date was $20X and the amount of notional Taxes that constitute Generico Taxes for the same period was $30X, then 40 percent of any estimated Tax payments made with respect to that period shall be deemed to have been made on behalf of the Alpha Parties.
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Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distribution Date, SpinCo shall indemnify, defend and hold harmless the Sabra Indemnified Parties from and against any and all Indemnifiable Losses incurred or suffered by one or more of the Sabra Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, any SpinCo Taxes. Any amount payable by SpinCo to Sabra with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by SpinCo or any SpinCo Affiliate with respect to such Tax after the Distribution Date to any Sabra Indemnified Party. The Sabra Indemnified Parties shall not be entitled to indemnification with respect to, and may not assert, any claim for indemnification arising out of or relating to matters described in this Section 2.03(a) in respect of any Indemnifiable Loss incurred or suffered by such Sabra Indemnified Parties unless and until the aggregate amount of all Indemnifiable Losses that the Sabra Indemnified Parties may have under this Section 2.03(a) exceeds the Estimated SpinCo Tax Liability Amount.
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Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distributions Time, the Xxxxxxx-Xxxxxx Parties shall, in a manner consistent with the principles of Section 4.05(a) of the Separation Agreement, indemnify, defend, and hold harmless the Xxxxx Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the Xxxxx Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any Xxxxxxx-Xxxxxx Taxes (including, for the avoidance of doubt, any Xxxxxxx-Xxxxxx Taxes arising from a redetermination thereof from an audit or examination); and (ii) any amount for which New Xxxxxxx-Xxxxxx is liable under Section 2.04. Any amount payable by the Xxxxxxx-Xxxxxx Parties to the Xxxxx Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by the Xxxxxxx-Xxxxxx Parties or any Xxxxxxx-Xxxxxx Affiliate with respect to such Tax after the Distributions Date to any Xxxxx Indemnified Party.
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Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distribution Date, SpinCo shall indemnify, defend and hold harmless the ABI Indemnified Parties from and against any and all Indemnifiable Losses incurred or suffered by one or more of the ABI Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, any SpinCo Taxes. Any amount payable by SpinCo to the ABI Parties with respect to any Tax pursuant to this Section 2.03(a) shall be reduced by any direct or indirect payments made by SpinCo or any SpinCo Affiliate with respect to such Tax after the Distribution Date to any ABI Indemnified Party.
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Tax Indemnity; Prior Agreements; Refunds. (a) From and after the Distribution Time, the MI Parties shall, in a manner consistent with the principles of Section 4.03 of the Separation Agreement, reimburse, indemnify, defend, and hold harmless the MVT Indemnified Parties from and against, any and all Indemnifiable Losses incurred or suffered by one or more of the MVT Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly, (i) any MI Taxes (including, for the avoidance of doubt, any MI Taxes arising from a redetermination thereof from an audit or examination); and (ii) any amount for which New MI Corp. is liable under Section 2.04.
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Related to Tax Indemnity; Prior Agreements; Refunds

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N584FE), dated as of February 1, 1998, between the Lessee and the Owner Participant.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Indemnity Agreements Simultaneously with any person becoming a Designated Director, the Company shall execute and deliver to each such Designated Director an Indemnity Agreement dated the date such Designated Director becomes a director of the Company.

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Existing Lock-Up Agreements Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no existing agreements between the Company and its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities. The Company will direct the transfer agent to place stop transfer restrictions upon the securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated therein.

  • Indemnity Escrow On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Closing Arrangements Subject to the terms and conditions hereof, the transactions contemplated herein shall be closed at the Closing Time at the offices of the Corporation at Xxxxx 000 0000 Xxxxxxxxx Xxxx Xxxxxx, Xxxxxxx, 00000 or at such other place or places as may be mutually agreed upon by the Corporation and the Purchaser.

  • Continuing Agreements All covenants, agreements, representations and warranties made by Borrowers in this Agreement, in any of the other Financing Documents, and in any certificate delivered pursuant hereto or thereto shall survive the making by Lender of the Revolving Loan, the issuance of Letters of Credit and the execution and delivery of the Notes, shall be binding upon Borrowers regardless of how long before or after the date hereof any of the Obligations were or are incurred, and shall continue in full force and effect so long as any of the Obligations are outstanding and unpaid. From time to time upon Lender’s request, and as a condition of the release of any one or more of the Security Documents, Borrowers and other Persons obligated with respect to the Obligations shall provide Lender with such acknowledgments and agreements as Lender may require to the effect that there exists no defenses, rights of setoff or recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever in connection with the Obligations against Lender and/or any of its agents and others, or to the extent there are, the same are waived and released.

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