Buyer Indemnified Taxes means any and all Taxes (a) imposed on Seller or for which Seller may otherwise be liable (except for Taxes for which Buyer is responsible pursuant to Section 4.7(c) or Section 4.7(d) and Taxes arising out of the ownership, operation or use of any of the Acquired Assets or the Business after the Effective Time), (b) arising out of the ownership, operation or use of any of the Acquired Assets or the Business at or prior to the Effective Time, (c) specified in Section 2.5(i), and (d) for which Seller is responsible pursuant to Section 4.7(c) or Section 4.7(d).
Buyer Indemnified Taxes means Buyer Sales Taxes and Post-Effective Date Period Taxes, but excluding:
Buyer Indemnified Taxes means any and all Taxes together with any costs, expenses or damages (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any audit, examination, litigation or other judicial or administrative proceeding) arising out of, in connection with or incident to the determination, assessment or collection of such Taxes (a) imposed on any Acquired Company, or for which it may otherwise be liable, with respect to (i) any Tax period ending on or prior to the Closing Date or (ii) the portion of any Straddle Period (determined in accordance with Section 6.12(a)) ending on the Closing Date, (b) arising out of, in connection with, or related to, a breach of any representation or warranty set forth in Section 3.11 or covenants set forth in Section 6.12, (c) of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any predecessor thereof) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar state or local law or (d) of any other Person for which any Acquired Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that any such Tax shall not be a Buyer Indemnified Tax to the extent such Tax was included as a liability in the calculation of the Closing Date Net Working Capital.
Examples of Buyer Indemnified Taxes in a sentence
Not later than 10 days prior to the due date for the payment of Taxes with respect to such Tax Return, Sellers shall pay to Buyers the amount of Buyer Indemnified Taxes with respect to such Tax Return.
Not later than five calendar days prior to the due date for payment of Taxes with respect to any such Tax Return, the Sellers shall pay to Buyer the amount of such Buyer Indemnified Taxes with respect to such Tax Return.
If any Buyer Indemnified Taxes are imposed through [***] at the [***] on payments to be made under this Agreement, Buyer shall [***] to PanAmSat such additional amounts ("Additional Amounts") as may be necessary such that everypayment to PanAmSat hereunder, after [***] or [***] for or on account of such Buyer Indemnified Taxes, will not be [***] than the amount provided for under this Agreement.
Not later than 45 days prior to the due date (including extensions thereof) of each such Tax Return, Parent shall deliver a copy of such Tax Return to the Representative together with a statement of the amount of Buyer Indemnified Taxes with respect to such Tax Return.
To the extent that such expenses relate to a Tax that is a Buyer Indemnified Tax, Parent shall have the right to make a claim for indemnification pursuant to Section 7.6 and the Escrow Agreement in the amount of any Buyer Indemnified Taxes.
More Definitions of Buyer Indemnified Taxes
Buyer Indemnified Taxes means any and all Taxes together with any Losses (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any Proceeding) arising out of or incident to the determination, assessment or collection of such Taxes (i) imposed on any Acquired Company or for which any Acquired Company is otherwise liable for any taxable period ending on or prior to the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with the provisions of Section 5.7(b)), (ii) resulting from a breach of the representations and warranties set forth in Section 3.9 (without giving effect to any materiality or knowledge qualifiers that may be contained therein and without regard to any scheduled items) or resulting from a breach by any Seller Party of the covenants set forth in Section 5.7, (iii) of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any predecessor) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar state or local law, or (iv) of any other Person for which any Acquired Company is or has been liable as a transferee or successor, by contract or otherwise.
Buyer Indemnified Taxes means (a) any Taxes (i) of the Company or any of its Subsidiaries for any Post-Closing Tax Period (allocated in respect of a Straddle Period in accordance with Section 7.1), (ii) of the Qualified Decommissioning Fund for any Post-Closing Tax Period (allocated in respect of a Straddle Period in accordance with Section 7.1); (ii) arising out of or resulting from any breach of any covenant or agreement of Buyer contained in this Agreement; or (iii) for which Buyer is responsible under Section 7.7; and (b) any reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses attributable to any item described in clause (a); provided, however, that “Buyer Indemnified Taxes” shall not include any Seller Indemnified Taxes.
Buyer Indemnified Taxes means any and all Taxes together with any Losses (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any Proceeding) arising out of or incident to the determination, assessment or collection of such Taxes (i) imposed on any Regency Company or for which any Regency Company is otherwise liable for any Taxable period ending on or prior to the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with the provisions of Section 6.9(c)), or (ii) resulting from a breach of the representations and warranties set forth in Section 4.7 (without giving effect to any materiality or knowledge qualifiers that may be contained therein and without regard to any scheduled items) or resulting from a breach by Parent, the Parent Members or the Partners of the covenants set forth in Section 6.9, (iii) of any member of an affiliated, consolidated, combined or unitary group of which any Regency Company (or any predecessor) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar state or local law, or (iv) of any other Person for which any Regency Company is or has been liable as a transferee or successor, or by contract or otherwise; provided, however, that any such Tax described in this definition shall not be a Buyer Indemnified Tax to the extent such Tax was included as a Current Liability in the determination of Net Working Capital; and provided further, however, that a Buyer Indemnified Tax shall not include any Tax of any Regency Company that is imposed on any transaction involving any Regency Company (other than transactions in the ordinary course of business) that occurs on the Closing Date after Buyer's purchase of the Interests as a result of any actions taken by Buyer or any Regency Company after Buyer's purchase of the Interests.
Buyer Indemnified Taxes means any and all Taxes together with any Losses (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any Proceeding) arising out of or incident to the determination, assessment or collection of such Taxes (i) imposed on any TexStar Company or for which any TexStar Company is otherwise liable for any Taxable period ending on or prior to the Closing Date or the portion of any Straddle Period ending on the Closing Date (determined in accordance with the provisions of Section 5.8(c)), or (ii) resulting from a breach of the representations and warranties set forth in Section 3.9 (without giving effect to any materiality or knowledge qualifiers that may be contained therein and without regard to any scheduled items) or resulting from a breach by Seller of the covenants set forth in Section 5.8, (iii) of any member of an affiliated, consolidated, combined or unitary group of which any TexStar Company (or any predecessor) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar state or local law, or (iv) of any other Person for which any TexStar Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that any such Tax described in this definition shall not be a Buyer Indemnified Tax to the extent such Tax was included as a Current Liability in the determination of Net Working Capital included on the Final Closing Statement.
Buyer Indemnified Taxes means collectively (a) any and all Taxes (or the non-payment thereof) of the Company for the Pre-Closing Tax Period, (b) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company is or was a member on or prior to the Closing Date, and (c) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, rule or regulation, which Taxes relate to an event or transaction occurring before Closing; for the avoidance of doubt, no Taxes resulting from any Code section 338(g) election made by Buyer shall be Buyer Indemnified Taxes.
Buyer Indemnified Taxes means the Buyer’s share of any Transfer Taxes as set forth in Section 6.11. “Buyer Indemnitees” has the meaning set forth in Section 8.03.
Buyer Indemnified Taxes means (a) any Taxes of any Company for taxable periods (or portions thereof) beginning after the Closing Date and (b) any applicable Transfer Taxes arising out of or in connection with the Transactions contemplated by this Agreement that are the responsibility of Buyer pursuant to Section 9.01.