Buyer Tax Indemnified Parties definition

Buyer Tax Indemnified Parties has the meaning set forth in Section 8.1(a).

Examples of Buyer Tax Indemnified Parties in a sentence

• In no case shall any of the Buyer Tax Indemnified Parties settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller's prior written consent.

• Any representation or warranty shall survive the time it would otherwise terminate pursuant to this Section 7.6(c) to the extent that the Buyer Tax Indemnified Parties shall have delivered to Sellers written notice setting forth with reasonable specificity the basis of such claim prior to the expiration of such time pursuant to this Section 7.6(c); provided, that after the delivery of any such notice, the Buyer Tax Indemnified Parties shall expeditiously pursue the resolution of such claim.

• Buyer shall have no obligation (but shall have the right at Buyer’s sole discretion) to carry back any Tax attributes of the Buyer Tax Indemnified Parties to taxable periods ending on or prior to the Closing Date; provided, however, that, except as required by Applicable Law, Buyer shall not carry back any Tax attributes without Sellers’ written consent if such carryback could adversely affect Sellers.

• A Tax Claim Notice shall contain a summary of the facts (set forth with reasonable specificity) underlying or relating to the relevant claim, any correspondence or notice received from any third party with respect thereto, a statement that the Buyer Tax Indemnified Parties seek indemnification for Taxes relating to such claim, and the basis thereof.

• We came up with 3 essential tasks: 1) Getting folks to the meeting 2) Re-establishing Juneau chapter presence 3) Recruiting to the e-board.

• With respect to issues relating to a potential adjustment for which both Sellers (as evidenced by their acknowledgment under this paragraph) and the Buyer Tax Indemnified Parties could be liable, (i) each party may participate in the audit or proceeding and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods.

• For the avoidance of doubt, the Camuto Owners, Sellers and Overseas shall be solely responsible for and shall pay, and shall indemnify the Buyer Tax Indemnified Parties for, any penalties, interest or additions to Tax imposed by any competent PRC Taxing Authority in respect of the Prior PRC Acquisition.

• In no case shall any of the Buyer Tax Indemnified Parties settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller’s prior written consent.