Buyer Indemnified Tax definition

Buyer Indemnified Tax means any and all (a) Taxes of any Acquired Company for any Pre-Closing Tax Period; (b) Taxes of any member (other than any Acquired Company) of an affiliated, consolidated, combined or unitary group of which any Acquired Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local, or non-U.S. Law); (c) Taxes of any other Person (other than any Acquired Company or Buyer) for which any Acquired Company is liable as a transferee or successor by contract or otherwise which Taxes relate to an event or transaction occurring before the Closing for which the underlying liability for Taxes arises on or prior to the Closing Date; and (d) any Taxes of an Acquired Company as the result of any adjustment pursuant to Section 481(a) of the Code made by an Acquired Company prior to the Closing or as the result of any change from a cash to accrual method of accounting for any Acquired Company resulting from the purchase of the Purchased Equity Interests by Buyer pursuant to this Agreement.
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Buyer Indemnified Tax means any (i) Tax resulting from the breach of any covenant or agreement made or to be performed by Buyer contained in Article 7 and (ii) Tax of Buyer or any of the Companies for a Post-Closing Tax Period.
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Buyer Indemnified Tax means (i) any Taxes of any Acquired Group Company for any Post-Closing Tax Period; (ii) any Taxes arising from any action or transaction by Buyer or any of its Affiliates (including the Acquired Group Companies, but only if at the direction of Buyer) outside of the ordinary course of business on the Closing Date after the Closing and not contemplated by this Agreement; and (iii) Transfer Taxes for which Buyer is liable pursuant to Section 6.5.
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Examples of Buyer Indemnified Tax in a sentence

  • Not less than five days prior to the due date for payment of Taxes with respect to any such Tax Return, the Seller Parties shall pay to Buyer the amount of any Buyer Indemnified Tax Costs with respect to such Tax Return.

  • Not less than five days prior to the due date for payment of Taxes with respect to any such Tax Return, the Selling Stockholders shall pay to Buyer the amount of any Buyer Indemnified Tax Costs with respect to such Tax Return.

  • Not less than 30 days prior to the due date for filing any such Tax Return, the Selling Stockholders shall permit Buyer to review and comment thereon and shall make such revisions to such Tax Return as are reasonably requested by Buyer, Not less than five days prior to the due date for payment of Taxes with respect to any such Tax Return, the Selling Stockholders shall pay to Buyer the amount of any Buyer Indemnified Tax Costs with respect to such Tax Return.

Related to Buyer Indemnified Tax

  • Indemnified Tax means (a) any Tax, other than an Excluded Tax, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

  • Indemnified Taxes means Taxes other than Excluded Taxes.

  • Other Taxes means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Further Taxes means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges (including, without limitation, net income taxes and franchise taxes), and all liabilities with respect thereto, imposed by any jurisdiction on account of amounts payable or paid pursuant to Section 3.01.

  • Excluded Tax means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient (a) Taxes imposed on or measured by net income (however denominated, and including branch profits taxes) and franchise taxes, in each case (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed on any Recipient as a result of a present or former connection between such Recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising from any such Recipient having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, any Credit Document, or sold or assigned an interest in any Credit Document or Loan); (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which such Lender (i) acquires such interest in the Loan or Commitment or otherwise becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) changes its lending office, except in each case, to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes that are attributable to the failure by any Recipient to deliver the documentation required to be delivered pursuant to Section 2.20(f) or Section 2.20(g); and (d) Taxes imposed under FATCA.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Tax Indemnitee as defined in Section 3.01(5).

  • Indemnifiable Tax means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • After-Tax Basis means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.