Tax Matters and Indemnification. Section 7.1 Preparation and Filing of Tax Returns.......................70 Section 7.2 Cooperation.................................................71 Section 7.3
Tax Matters and Indemnification. 71 Section 7.1 Preparation and Filing of Tax Returns 71 Section 7.2 Cooperation 72 Section 7.3 Transfer Taxes 72 Section 7.4 FIRPTA Certificate 72 Section 7.5 Tax Refunds 72 Section 7.6 Purchase Price Allocation. 72 Section 7.7 Tax Indemnification 73 Section 7.8 Survival 75 -iii- TABLE OF CONTENTS (continued) Page Section 7.9 Employee Withholding and Reporting 75
Tax Matters and Indemnification. The Company shall have the right to deduct from the Bonus Amount under the Agreement any and all federal, state and local taxes or other amounts required by law to be withheld. To the extent feasible, this Agreement will be interpreted and administered in all respects in a manner such that it is exempt from Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) and, if such exemption is not feasible, in a manner that complies with Section 409A. In the event the Company determines that, as a result of Section 409A, the Bonus Amount, or a portion thereof, does not comply with Section 409A, the Company may take whatever actions as it deems reasonably necessary to comply with, or exempt this Agreement from, the requirements of Section 409A. In no event does the Company guarantee any particular tax consequences, outcome or tax liability to the Service Provider, and the obligation to pay taxes associated with the Agreement, including any liability imposed under Section 409A, will be the sole responsibility of the Service Provider. No provision of the Agreement will be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Service Provider or any other individual to the Company or its affiliates.
Tax Matters and Indemnification. Section 7.1 Preparation and Filing of Tax Returns 70 Section 7.2 Cooperation 71 Section 7.3 Transfer Taxes 72 Section 7.4 FIRPTA Certificate 72 Section 7.5 Tax Sharing Agreements 72 Section 7.6 Tax Refunds 72 Section 7.7 Section 338(h)(10) Election 73 Section 7.8 Tax Indemnification 74 Section 7.9 Survival and Coordination 75 ARTICLE VIII CONDITIONS TO CLOSING Section 8.1 Conditions to Obligations of Seller 75 Section 8.2 Conditions to Obligation of Purchaser 77 Section 8.3 Effect of Certain Waivers of Closing Conditions 78 ARTICLE IX INDEMNIFICATION Section 9.1 Obligations of Dynegy 79 Section 9.2 Obligations of Purchaser 80 Section 9.3 Procedures 80 Section 9.4 Survival 83 Section 9.5 Limitations on Indemnification 84 Section 9.6 Mitigation 85 Section 9.7 Remedies Exclusive 85 Section 9.8 Tax Indemnification Matters 85 Section 9.9 Qualification as to Materiality 85
Tax Matters and Indemnification. The following provisions shall govern the allocation of responsibility as between the Seller and the Purchaser for certain tax matters following the Closing Date:
Tax Matters and Indemnification
