Xxx Indemnification. Notwithstanding the provisions of Section 7 above, you agree to indemnify the Company and each affiliate, and hold the Company and each affiliate harmless against and from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant of the Award, vesting of the Award and/or the delivery of the Shares pursuant to this Agreement.
Xxx Indemnification. XXX agrees, at its expense and at WBRDC’s request, to indemnify and hold harmless WBRDC and the WBRDC Related Parties from and against any and all Damages that may be threatened, asserted or filed against any of WBRDC or the WBRDC Related Parties, arising out of or in connection with any breach of any covenant, warranty or representation made by XXX under this Agreement.
Xxx Indemnification. Employee acknowledges and agrees that the Company has made no representations or warranties regarding the tax consequences of any amounts paid by the Company pursuant to this Agreement. Employee agrees to pay all federal or state taxes owed by Employee, if any, which are required by law to be paid with respect to the payments herein. Employee further agrees to indemnify and hold the Company harmless from any taxes owed by Employee, including interest or penalties owed by Employee, on account of this Agreement. Employee further agrees to reimburse Company for any attorney’s fees and costs incurred by Company as a result of having to obtain indemnification under this Agreement.
Xxx Indemnification. All payments whatsoever under this Agreement and the Notes will be made by the Company in lawful currency of the United States of America free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Company under this Agreement or the Notes, the Company will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such holder under the terms of this Agreement or the Notes before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of:
Xxx Indemnification. (a) Lessee acknowledges that Lessor has executed this Lease, and that the Rent payable by Lessee under this Lease has been computed, upon the assumptions that Lessor win (i) be entitled to depreciation or cost recovery deductions ("MACRS Deductions") for Federal income tax purposes under the Modified Accelerated Cost Recovery System provided for in Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), and depreciation or cost recovery deductions ("State Depreciation Deductions") for state income tax purposes for the State of New York ("New York"), in each case on the basis that (1) each Item of Equipment constitutes seven-year property" within the meaning of Section 168(e) of the Code, (2) the initial tax basis for each Item of Equipment will be equal to the Total Cost, (3) deductions for each Item of Equipment will be computed by using the method specified in Section 168(b)(1) of the Code over the seven-year recovery period described in Section 168(c) of the Code, and (4) the applicable convention for each Item of Equipment under Section 168(d) of the Code is the half-year convention, (ii) be entitled to deductions for Federal income tax purposes (available in the manner and as provided by Section 163 of the Code) for interest payable with respect to any indebtedness incurred by Lessor in connection with any financing by Lessor of any portion of the Total Cost of each item of Equipment ("Interest Deductions"); and (iii) be subject to tax for each year at a composite Federal and New York corporate income tax rate equal to the then highest marginal rate for corporations provided for under the Code and the laws of New York (the "Highest Marginal Tax Rate"). The MACRS Deductions, State Depreciation Deductions and Interest Deductions are hereinafter collectively referred to as the "Tax Benefits".
Xxx Indemnification. (a) Seller shall defend, indemnify and hold harmless Purchaser and its respective Affiliates, directors, officers, managers, managing members, members, stockholders, agents, successors and permitted assigns (“Purchaser Tax Indemnified Persons”), from and against, and shall pay and reimburse the foregoing persons for, any and all adverse consequences relating to or arising out of: (a) all Taxes of Seller or the Company for all taxable periods ending on or prior to the Consulting Agreement Effective Date (for the avoidance of doubt Purchaser shall be responsible for all Taxes following the Consulting Agreement Effective Date) and the portion of any applicable Pre-CAED Straddle Period (collectively, the “Pre-CAED Tax Period”); (b) all Taxes of any Person (other than the Company) imposed on a the Company as a transferee or successor, by contract or pursuant to any Laws, which Taxes relate to an event or transaction occurring before the Consulting Agreement Effective Date; (c) any Tax for which the Company is held liable by reason of the Company being included in any consolidated, affiliated, combined or unitary group of Seller or its Affiliates prior to the Closing Date; and (d) the breach of any representation and warranty contained in Section 4.10 of this Agreement. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) (the “Transfer Taxes”) shall be borne and paid by the Seller when due. The Person(s) required to do so by applicable law shall timely file any Tax Return or other document with respect to such Taxes or fees (and Purchaser shall cooperate with respect thereto as necessary).
Xxx Indemnification. Except to the extent treated as a liability in the calculation of the Closing Working Capital, the Selling Members shall indemnify Buyer and hold it harmless from and against (a) any Loss attributable to any breach or inaccuracy in any representation or warranty made in Section 5.4; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article X; (c) all Taxes of the Company or relating to the Business for all Pre-Closing Tax Periods; (d) subject to Section 10.4(d), any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by Contract, relating to an event or transaction occurring before the Closing Date; and (e) any losses to Buyer or its Affiliates resulting from lost benefits of any Section 338(h)(10) Election solely as a result of a challenge to the Company’s S corporation status by a Governmental Authority. In each of the above cases, together with any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Selling Members shall, jointly and severally, reimburse Buyer for any Taxes that are the responsibility of the Selling Members pursuant to this Section 10.5 within ten Business Days after payment of such Taxes by Buyer or the Company.
Xxx Indemnification. Any and all payments made by Guarantor under or in respect of this Guaranty or any other Loan Document shall be made in accordance with Section 2.11 of the Credit Agreement (which section is incorporated herein by reference mutatis mutandis).
Xxx Indemnification. Executive acknowledges and agrees that the Company has made no representations or warranties regarding the tax consequences of any amounts paid by the Company pursuant to this Agreement. Executive agrees to pay all federal or state taxes owed by Executive, if any, which are required by law to be paid with respect to the payments herein. Executive further agrees to indemnify and hold the Company harmless from any taxes owed by Executive, including interest or penalties owed by Executive, on account of this Agreement. Executive further agrees to reimburse Company for any attorney’s fees and costs incurred by Company as a result of having to obtain indemnification under this Agreement.
Xxx Indemnification. Borrowers shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Borrowers shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate delivered to Borrowers by Lender (for itself or on behalf of a Recipient) as to the amount of such payment or liability, shall be conclusive absent manifest error. Each Borrower shall indemnify and hold harmless Borrower Agent against any amount that a Lender fails for any reason to pay indefeasibly to Borrower Agent as required pursuant to this Section.
