Taxation Indemnity. 2.1 Without prejudice to each of the foregoing provisions of this Deed and subject as hereinafter provided, the Covenantors jointly and severally agree and undertake to indemnify and at all times keep the Covenantees (fully indemnified from and against:-
(a) ten percent (10%) of the amount of any and all Taxation falling on the Company resulting from or by reference to any income, profits, gains, transactions, events, matters or things earned, accrued, received, entered into, existing or occurring up to the Completion Date, whether alone or in conjunction with any other circumstances whenever occurring and whether or not such Taxation is chargeable against or attributable to any other person, firm or company including any and all Taxation resulting from the receipt by the Company of any amounts paid by the Covenantors under this Deed, provided that such Taxation were not taken into account for the post-completion adjustment in clause 8 of the Principal Agreement; and
(b) ten percent (10%) of all actions, claims, losses, damages, costs (including all legal costs), expenses or other liabilities which the Company may make, suffer or incur in respect of or arising from or on the basis of or in connection with any Taxation which is covered by the indemnities given under Clause 2.1(a), including without limitation to the generality of the foregoing:-
(i) the investigation, audit, assessment or the contesting or appeal, whether before a court, tribunal, or review board or otherwise of any Taxation Claim;
(ii) the settlement of any claim under this Deed;
(iii) any legal proceedings in which the Company claim(s) under or in respect of this Deed and in which judgment is given for the Company; and
(iv) the enforcement of any such settlement or judgment referred to in (ii) and (iii) above.
Taxation Indemnity. Without limiting the generality of the provisions of Sections 1 and 2, the Company agrees that with respect to taxes and other similar charges howsoever designated, levied by governments and by agencies and divisions of governments, whether federal, provincial, regional or municipal:
(a) the Company will abide by all laws, bylaws, legislative requirements and regulatory requirements of any government or any agency or division of any government, whether federal, provincial, regional or municipal, relating to the ownership of the Company and to any business conducted by the Company or any of its affiliates;
(b) to the extent that in relation to the Company or any of its affiliates the Indemnitee becomes responsible for the preparation or filing of any report or return to any government or any agency or division of any government, whether federal, provincial, state, regional or municipal, the Company will supply all necessary information for such preparation and filing and will be responsible for paying all charges, costs and expenses, including those of accountants, appraisers, lawyers and other consultants, relating to such preparation and filing; and
(c) to the extent that the Company or any of its affiliates fails to deduct, withhold, remit or pay an instalment or any other amount required by law, bylaw, legislative or regulatory requirement of any government or agency or division of any government, whether federal, provincial, regional or municipal to be deducted, withheld, remitted or paid, the Company will, immediately upon request by the Indemnitee, provide all funds necessary to remedy the failure, including interest charges, fines, penalties and other amounts which become payable by reason of the failure.
Taxation Indemnity. 10.2.1 Lessee shall indemnify and hold harmless Indemnitees for and against Claims and Losses relating to any Taxation Indemnity Event, save those excluded by 10.
Taxation Indemnity. Without limiting the generality of the provisions of Section 1 hereof, the Corporation agrees that the payment of any indemnity to or reimbursement of the Executive hereunder shall include any amount the Executive may be required to pay on account of applicable income or goods or services taxes arising out of the payment of such indemnity or reimbursement, provided however that any amount required to be paid with respect to such taxes shall be payable by the Corporation only upon such Executive remitting or being required to remit any amount payable on account of such taxes.
Taxation Indemnity. (A) Without prejudice to any of the foregoing provisions of this Deed and subject as hereinafter provided, the Vendors hereby agree with the Purchaser, for themselves and as trustee for the Company, that they will indemnify and at all times keep the Purchaser fully and effectively indemnified on demand against Taxation falling on the Company resulting from or by reference to any income, profits or gains earned, accrued or received or any event or transaction on or before the Reference Accounts Date whether alone or in conjunction with any circumstances whenever occurring and whether or not such Taxation is chargeable against or attributable to any other person, firm or company.
(B) The indemnity given by Clause 2 does not cover any Taxation Claim:-
(i) which would not have arisen but for any act or omission by the Purchaser or the Company voluntarily effected after the Reference Accounts Date; or
(ii) to the extent that provision will be made for such Taxation in the Audited Final Accounts; or
(iii) to the extent that any Taxation Claim arises or is incurred as a result of or owing to any matter specifically disclosed to the Purchaser prior to Completion of the Principal Agreement.
Taxation Indemnity. (a) If Braux xxxvides Biopure and the escrow agent with an executed ownership certificate (U.S. Internal Revenue Service Form 1001), then (i) neither Biopure nor the escrow agent shall withhold any tax pursuant to Section 1441 of the Internal Revenue Code (the "Code") from any payment to be made to Braux xxxsuant to Section 6 herein and the Escrow Agreement; and (ii) Biopure shall indemnify and hold harmless Braux xxxm and against any liability or claim for income tax that may be asserted by the Internal Revenue Service against Braux xx reason of said payments whether such claim is based upon Sections 881 (with respect to interest income only), 483, 1273 or 1274, as the same now exists or may hereinafter be amended, or any corresponding or successor provision.
(b) This covenant shall terminate if Braux: (x) assigns its beneficial ownership interest in the Purchase Agreement or (ii) fails to qualify for a withholding exemption under the U.S.-German tax treaty or (iii) fails to renew the ownership certificate upon its expiration.
Taxation Indemnity. (a) The Vendor undertakes to the Purchaser to keep the Purchaser and each Group Company at all times fully and effectively indemnified from and against any liability for Tax of a Group Company arising on or before Completion or arising after Completion and wholly or partly attributable to any event occurring on or before Completion.
(b) The Vendor has no liability under clause 8.17(a) unless the Purchaser has given written notice of the Claim to the Vendor under clause 8.10 on or before the seventh anniversary of the Completion Date.
(c) The limitation in clause 8.17(b) does not apply where:
(i) there has been fraud, dishonesty or wilful concealment on the part of the Vendor or anyone acting on behalf of the Vendor; or
(ii) there is the amendment of an assessment permitted by section 170(10) of the 1936 Act.
(d) For the avoidance of doubt, the Vendor may elect to take over the conduct of a Claim and take such actions as the Vendor may decide in relation to a Claim under clause 8.11 upon receipt of a Claim Notice from the Purchaser pursuant to clause 8.10 but subject to the requirements of clauses 8.14 to 8.17 inclusive.
Taxation Indemnity. 27 12.1. Tax Indemnity.................................................27 12.2. Notification..................................................28 12.3.
Taxation Indemnity. 3.1 Without prejudice to any other provisions of this Deed and subject as hereinafter provided, the Indemnifiers hereby jointly and severally covenant and undertake to indemnify and keep indemnified each of the Indemnified Parties against any loss or liability suffered by any of the Indemnified Parties including, but not limited to, any diminution in the value of the assets or shares in any of the Indemnified Parities, any payment made or required to be made by any of the Indemnified Parties and any costs and expenses incurred as a result of or in connection with any Claim falling on any of the Indemnified Parties resulting from or by reference to any income, profits or gains of the Target Group earned, accrued or received on or before the Completion or any event on or before the Completion whether alone or in conjunction with other circumstances and whether or not such taxation is chargeable against or attributable to any other person, firm or company.
3.2 In the event of loss, reduction, modification, cancellation or deprivation of any Relief or of a right to repayment of any form of taxation, there shall be treated as an amount of taxation for which liability has arisen the amount of such Relief or repayment or (if smaller) the amount by which the liability to any such taxation of any of the Indemnified Parties would have been reduced by the Relief if there had been no loss, reduction, modification, cancellation or deprivation as aforesaid (but only to the extent that the Relief would otherwise have been capable of full utilisation by any of the Indemnified Parties), applying the relevant rates of taxation in force in the period or periods in respect of which such Relief would have applied or (where the rate has at the relevant time not been fixed) the last known rate and assuming that Relief was capable of full utilisation by any of the Indemnified Parties.
Taxation Indemnity. 76 SCHEDULE 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
