Common use of Taxation Indemnity Clause in Contracts

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. 2.1 Without prejudice to each any of the foregoing provisions of this Deed and subject as hereinafter provided, save as Disclosed and subject to the Covenantors jointly limitation of liability under the Principal Agreement, the Indemnifier hereby agrees with the Purchaser and severally agree the Companies that he will indemnify the Companies and undertake to indemnify each of them and at all times keep the Covenantees same indemnified on demand against Taxation, together with all costs (fully indemnified from and against:- (a) ten percent (10%) including all legal costs), expenses or other liabilities which any of the amount Companies may properly incur in connection with (i) the settlement of any Taxation Claim under this Deed; (ii) any legal proceedings in relation to Taxation Claim in which any of the Companies claims under or in respect of this Deed and all Taxation in which judgment is given for any of the Companies; or (iii) the enforcement of any such settlement or judgment, falling on any of the Company Companies resulting from or by reference to any income, profits, gains, transactions, events, matters profits or things gains earned, accrued, received, entered into, existing accrued or occurring up to received on or before the Completion Date, Relevant Date or any event or transaction on or before the Relevant 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 company. 2.2 The indemnity contained in Clause 2.1 shall not apply: (1) to the extent that allowance, reserve or provision has been made for such Taxation resulting from in the receipt by Management Accounts; or (2) to the Company extent that such claim for Taxation Claim arises or is incurred as a result of the imposition of Taxation as a consequence of any amounts paid introduction of new legislation or any retrospective change in the law or practice coming into force after the Relevant Date or to the extent that such claim for Taxation Claim arises or is increased by an increase in rates of Taxation after such date with retrospective effect; (3) for which the Covenantors under this DeedCompanies is/are liable as a result of any event occurring or income, provided profits earned, accrued or received or alleged to have been earned, accrued or received or transactions entered into in the ordinary course of business or in the ordinary course of acquiring and disposing of capital assets after the Relevant Date; (4) to the extent that such Taxation were or liability is discharged by another person who is not taken into account for the post-completion adjustment in clause 8 any of the Principal Agreement; and (b) ten percent (10%) Companies and that none of all actions, claims, losses, damages, costs (including all legal costs), expenses or other liabilities which the Company may make, suffer or incur Companies is not required to reimburse such person in respect of the discharge of such Taxation 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 Claimliability; (ii5) to the settlement extent of any claim under this Deed;allowance or provision or reserve made for Taxation in the Management Accounts which is finally established to be an over-allowance or over-provision or an excessive reserve; or (iii6) for the avoidance of doubt, to the extent that any legal proceedings in which payment has been made by the Company claim(s) under or Indemnifier hereunder in respect of a particular claim for Taxation Claim. 2.3 If any Taxation for which the Indemnifier is required to indemnify the Purchaser or the Companies under this Deed gives rise to any Relief, and in which judgment is given for where actual payment has not been made by the Company; and (iv) Indemnifier, the enforcement liability of the Indemnifier to make any such settlement or judgment referred to in (ii) and (iii) abovepayment shall be reduced by such Relief.

Taxation Indemnity. 2.1 Without prejudice to each any of the foregoing provisions of this Deed and subject as hereinafter provided, each of the Covenantors jointly agrees, and severally agree and undertake undertakes, to indemnify and at all times keep each of the Covenantees (and the Windrace Group Companies fully indemnified on demand from and against:-against: (a) ten percent (10%) of the amount of any and all Taxation falling on any of the Company Windrace Group Companies resulting from or by reference to any income, profits, gains, transactions, events, matters or things earned, accrued, received, entered into, existing into or occurring up to the Completion Datedate of the Principal Agreement, 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 any of the Company Windrace Group Companies of any amounts paid by the any 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 any of the Company Windrace Group Companies may makemade, 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:-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 any of the Company claim(s) Windrace Group Companies claims under or in respect of this Deed and in which judgment is given for any of the CompanyWindrace Group Companies; andor (iv) the enforcement of any such settlement or judgment referred to in (ii) and (iii) above. 2.2 Notwithstanding Clause 2.1 of this Deed, each of the Covenantors shall be under no liability under this Deed in respect of Taxation: (a) to the extent that it is payable by any Windrace Group Company chargeable in consequence of any event occurring or income, profits or gains earned, accrued or received or alleged to have been earned, accrued or received in after the date of the Principal Agreement and which is not interest or penalty, surcharge or fine in connection with Taxation in relation to an event which took place on or prior to the date of the Principal Agreement; (b) to the extent that provision has been made for such Taxation in the Accounts; (c) to the extent that it would not have arisen but for any act or omission by any of the Windrace Group Companies voluntarily effected after the date hereof (other than pursuant to a legally binding commitment created on or before the date hereof) without the prior written consent or agreement of the Covenantors, otherwise than in the ordinary course of business of the relevant Windrace Group Company; and (d) to the extent that such Taxation or Taxation Claim arises or is incurred as a result of the imposition of Taxation as a consequence of any retrospective change in the law or the interpretation or practice thereof by the relevant Taxation Authority or any other relevant authority in the relevant jurisdiction coming into force after the date of the Principal Agreement or to the extent such Taxation Claim arises or is increased by an increase in rates of Taxation after the date of the Principal Agreement with retrospective effect. 2.3 The maximum aggregate liability of the Covenantors under this Deed and for breach of the Principal Agreement shall be US$6,800,000 in aggregate, together with any reasonable costs and expenses properly incurred by the Covenantees in seeking compensation and damages from the Covenantors pursuant to this Deed and the Principal Agreement.

Taxation Indemnity. 2.1 Without prejudice to each any of the foregoing provisions of this Deed and subject as hereinafter provided, the Covenantors jointly Covenantor agrees, and severally agree and undertake undertakes, to indemnify and at all times keep each of the Covenantees (fully indemnified on demand from and against:-against: (a) ten percent (10%) of the amount of any and all Taxation falling on any of Exceed and the Company Windrace Group Companies resulting from or by reference to any income, profits, gains, transactions, events, matters or things earned, accrued, received, entered into, existing into or occurring up to the Completion Datedate hereof, 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 any of Exceed or the Company Windrace Group Companies of any amounts paid by the Covenantors Covenantor 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 any of Exceed or the Company Windrace Group Companies may makemade, 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:-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 any of Exceed or the Company claim(s) Windrace Group Companies claims under or in respect of this Deed and in which judgment is given for any of Exceed or the CompanyWindrace Group Companies; andor (iv) the enforcement of any such settlement or judgment referred to in (ii) and (iii) above. 2.2 Notwithstanding Clause 2.1 of this Deed, the Covenantor shall be under no liability under this Deed in respect of Taxation: (a) to the extent that it is payable by Exceed or any Windrace Group Company chargeable in consequence of any event occurring or income, profits or gains earned, accrued or received or alleged to have been earned, accrued or received in after the date hereof and which is not interest or penalty, surcharge or fine in connection with Taxation in relation to an event which took place on or prior to the date hereof; (b) to the extent that provision has been made for such Taxation in the Accounts; (c) to the extent that it would not have arisen but for any act or omission by Exceed or any of the Windrace Group Companies voluntarily effected after the date hereof (other than pursuant to a legally binding commitment created on or before the date hereof) without the prior written consent or agreement of the Covenantor, otherwise than in the ordinary course of business of Exceed or the relevant Windrace Group Company; and (d) to the extent that such Taxation or Taxation Claim arises or is incurred as a result of the imposition of Taxation as a consequence of any retrospective change in the law or the interpretation or practice thereof by the relevant Taxation Authority or any other relevant authority in the relevant jurisdiction coming into force after the date hereof or to the extent such Taxation Claim arises or is increased by an increase in rates of Taxation after the date hereof with retrospective effect. 2.3 The maximum aggregate liability of the Covenantor under this Deed and for breach of the Principal Agreement shall be US$3,000,000 in aggregate, together with any reasonable costs and expenses properly incurred by the Covenantees in seeking compensation and damages from the Covenantor pursuant to this Deed and the Principal Agreement.