Tax Payments and Indemnification Sample Clauses

Tax Payments and Indemnification. (a) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be deemed to be, (i) in the case of Taxes imposed on real, personal and intangible property and any other Taxes levied on an annual or other periodic basis of the Company, the amount of such Taxes for the entire period multiplied by a fraction, the numerator which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period, and (ii) in the case of Taxes not described in subparagraph (i) above, the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date.
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Tax Payments and Indemnification. Seller will pay, or cause to be paid (and shall indemnify and hold Purchaser harmless for and against) (a) all Taxes imposed on or with respect to the Company or either Company Subsidiary or their respective assets or operations for all Pre-Closing Tax Periods, and (b) all Taxes imposed on or with respect to the Company and the Company Subsidiaries or their respective assets or operations attributable to the portion of any Straddle Period ending on the Closing Date, in each case only to the extent such Taxes (i) have not been paid as of the Closing Date, (ii) have not been included as a liability (or a reduction in an asset) in the Company Closing Balance Sheet or the UNICARE Closing Balance Sheet, (iii) did not arise on the Closing Date as a result of actions taken by or at the request of Purchaser or its Affiliates (including, following the Closing, the Company or either Company Subsidiary) other than actions specifically contemplated by this Agreement, and (iv) are not described in clause (y) of the following sentence. Purchaser will pay or cause to be paid (and shall indemnify and hold Seller harmless from and against) (x) all Taxes of or with respect to the Company or either Company Subsidiary that are not described as being the responsibility of Seller in the preceding sentence, including but not limited to all such Taxes included as a liability on the Company Closing Balance Sheet or the UNICARE Closing Balance Sheet , and (y) all federal income Taxes (including any related interest, penalties and additions to Tax) incurred by Seller, the Company and the Company Subsidiaries in connection with the disallowance, for the taxable year of the Company and the Company Subsidiaries ending on the Closing Date, of all or any portion of the deduction for increases in the loss reserves of UNICARE contemplated in Schedule 2.2.1(b) and calculated using the methodology described in such schedule. Taxes relating to the Company and the Company Subsidiaries for any Straddle Period shall be apportioned (based on an interim closing of the books) between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning the day after the Closing Date in a fair and equitable manner consistent with past accounting practices as properly adjusted to reflect applicable Tax principles, or in the case of real, personal and intangible property taxes or any similar Tax, in accordance with the principles of Section 164(d) of the Code.
Sample 1
Tax Payments and Indemnification. AEPC shall be obligated to and shall (i) make all payments and be entitled to all refunds of Federal Income Taxes and estimated Federal Income Taxes on behalf of the Consolidated Group, and shall indemnify and hold the members of the Tropicana Group (and their Subsidiaries) harmless against all such Federal Income Taxes; provided, however, that the Tropicana Group shall be entitled to any refunds of the Tropicana Group for taxable periods ending prior to joining the Consolidated Group; (ii) indemnify and hold the members of the Tropicana Group (and their Subsidiaries) harmless against any and all Federal Income Taxes resulting from or attributable to the Section 338 Election and the Real Estate Purchase (as defined in the Real Estate Purchase Agreement); (iii) indemnify and hold the members of the Tropicana Group (and their Subsidiaries) harmless against any and all federal, state, local and foreign Taxes resulting from or attributable to the Insight Disposition and the distribution, transfer or disposition of the Aruba Operations as contemplated in Section 6.16 of the Merger Agreement (as determined on a with-and-without basis) to the extent such Taxes were not included as Insight Liabilities or Aruba Expenses; (iv) indemnify and hold the members of the Tropicana Group (and their Subsidiaries) harmless against any losses, costs and expenses attributable to a breach of or inaccuracy in any representation, warranty or covenant contained in Section 5(e) or 10; and (v) indemnify and hold the members of the Tropicana Group (and their Subsidiaries) harmless against any losses, costs and expenses relating to any lawsuit or other proceeding (including a derivative lawsuit or proceeding) brought by any holder or former holder of any Company Shares that relates to any payment by Tropicana pursuant to Section 5(c) or 5(e) or the determination of the Estimated State Income Tax Amount (as defined below), it being agreed that in the case of any such lawsuit that raises issues involving (x) payments under any such section or such determination and (y) unrelated items, 50% of any attorneys’ fees and court costs shall be treated as attributable to such sections or such determination. The indemnification procedures for a Third Party Claim set forth in Section 14(c) and (d) shall apply to any Third Party Claim for indemnification relating to Section 4(v) above. AEPC shall indemnify and hold Tropicana and the other members of the Tropicana Group (and their Subsidiaries) harm...
Sample 1

Related to Tax Payments and Indemnification

  • Expenses and Indemnification (a) The Fund shall upon demand either, as the Purchaser may require, pay in the first instance or reimburse the Purchaser (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser in connection with the enforcement of or preservation of rights under this Agreement. The Fund shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the Purchaser, unless the Purchaser shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund.

  • Compensation, Expenses and Indemnification (a) The Fund shall pay to the Auction Agent from time to time reasonable compensation for all services rendered by it under this Agreement and under the Broker-Dealer Agreements as shall be set forth in a separate writing signed by the Fund and the Auction Agent, subject to adjustments if the Preferred Shares no longer are held of record by the Securities Depository or its nominee or if there shall be such other change as shall increase or decrease materially the Auction Agent's obligations hereunder or under the Broker-Dealer Agreements.

  • Waiver and Indemnification Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

  • Tax Indemnifications (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Survival and Indemnification 47 8.1 Survival of Representations, Warranties and Covenants...........47

  • Compensation and Indemnification The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability.

  • Expenses and Indemnity In connection with the Registrar’s appointment and duties as Registrar, EDC will pay the Registrar compensation in an amount separately agreed upon by EDC and the Registrar. EDC will indemnify and hold harmless the Registrar and each Paying Agent (which shall include each of their officers, directors and employees when acting in their capacities as agents) against all claims, actions, demands, damages, costs (including reasonable fees of counsel), expense, losses or liability which may be incurred by the Registrar or any Paying Agent by reason of, or in connection with, the Registrar’s or any Paying Agent’s appointment and duties as such including any duties pursuant to the terms and conditions herein or actions taken or omitted by any of them in reliance on any certificate furnished pursuant to Section 7(f) above, except as such result from any negligent act or omission, bad faith or willful misconduct of the Registrar or any Paying Agent or their respective directors, officers, employees or agents. In addition, EDC shall, pursuant to arrangements separately agreed upon by EDC and the Registrar, transfer to the Registrar, upon presentation of reasonable substantiating documentation satisfactory to EDC, amounts sufficient to reimburse the Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with their services. The obligation of EDC under this paragraph shall survive payment of the Bonds, termination of this Agreement and resignation or removal of the Registrar.

  • Accounting and Indemnification The right and remedy to require Executive (i) to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Executive or any associated party deriving such benefits as a result of any such breach of the Restrictive Covenants; and (ii) to indemnify the Company against any other losses, damages (including special and consequential damages), costs and expenses, including actual attorneys’ fees and court costs, which may be incurred by them and which result from or arise out of any such breach or threatened breach of the Restrictive Covenants.

  • Insurance and Indemnification (a) In addition to any insurance which may be required under the Lease, Tenant shall secure, pay for and maintain or cause Tenant's Contractors to secure, pay for and maintain during the continuance of construction and fixturing work within the Building or Premises, insurance in the following minimum coverages and limits of liability:

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