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 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 Buyer Sales Taxes and Post-Effective Date Period Taxes, but excluding:
Examples of Buyer Indemnified Taxes in a sentence
No later than five (5) days prior to the due date for the payment of any Taxes with respect to any such Tax Return (giving effect to extensions, if any), the Representative, on behalf of the Securityholders, shall pay to Buyer the amount of any Buyer Indemnified Taxes with respect to such Tax Return.
To the extent any Buyer Party or the Company Group fails to comply with the foregoing consent requirements, any amounts resulting from any such amended Tax Returns shall not be included as Buyer Indemnified Taxes, and such party shall not be entitled to any recovery for any such amounts hereunder.
Seller shall reimburse Buyer for any Buyer Indemnified Taxes owed with respect to any Tax Return at least five Business Days prior to the due date for payment thereof.
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 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.
More Definitions of Buyer Indemnified Taxes
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 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.
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 (to the extent such Taxes were not included as a liability in the Final Closing Date Balance Sheet or in the calculation of the Final Adjustment Amount), together with any costs, expenses, losses or damages (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any audit, litigation or other proceeding) arising out of or incident to the determination, assessment or collection of such Taxes (1) imposed on the Company in respect of its income, business, property or operations or for which it may otherwise be liable for any Pre-Closing Period (determined in accordance with Section 6.1), (2) resulting from the breach of the representations and warranties set forth in Section 4.17 or covenants set forth in Section 6.1 or Section 6.2, (3) of any member of an Affiliated Group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date, or (4) for which the Company may be liable as transferee or successor, by contract or otherwise, for any Pre-Closing Period. Notwithstanding the foregoing, “Buyer Indemnified Taxes” shall be determined without giving effect to any carry backs from taxable periods ending after the Closing Date and shall not include any Taxes included in the Closing Income Tax Amount as set forth in the Final Tax Adjustment Statement.
Buyer Indemnified Taxes means any and all Taxes without duplication, (a) imposed on the Company Group or for which the Company Group may be liable for any Pre-Closing Period and the portion of any Straddle Period ending on (and including) the day immediately prior to the Closing Date (determined in accordance with Section 6.02), (b) resulting from the breach of the representations and warranties set forth in Section 3.12 (determined without regard to any materiality or knowledge qualifiers) or covenants set forth in Section 6.02, (c) that are the employer’s portion of social security or other employment Taxes due as a result of any payments made to the Shareholders in their capacity as employees of the Company on or before the Closing pursuant to this Agreement, (d) the 50% portion of any Transfer Taxes for which the Shareholders are responsible pursuant to Section 6.02, (e) for which the Shareholders are liable as a result of the transactions contemplated by this Agreement and the other Transaction Documents, (f) of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the day immediately prior to the Closing Date by reason of the liability of the Company pursuant to Applicable Laws, (g) for which the Company is liable as a result of the Restructuring Transaction, (h) for which the Company is liable jointly or severally, as transferee or successor, by contract, as a result of any express or implied obligation to indemnify or pay the Tax obligations of another Person or under similar grounds, or (i) for which the Company is liable as a result of any Tax Authority examination or assessment. Notwithstanding the foregoing, “Buyer Indemnified Taxes” shall not include (x) any Tax that was included as a liability or otherwise taken into consideration in the computation of Net Working Capital as finally determined based upon the Closing Date Statement, or (y) any Tax resulting from an election under Section 338 of the Code with respect to Buyer’s purchase under this Agreement. For the avoidance of doubt, Buyer Indemnified Taxes will be calculated by allocating Transaction Tax Deductions to the Pre-Closing Period and the pre-Closing portion of any Straddle Period.
Buyer Indemnified Taxes means the Buyer’s share of any Transfer Taxes as set forth in Section 6.11.
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.