Buyer Tax Indemnified Party definition

Buyer Tax Indemnified Party means Buyer, any of its Affiliates and, effective upon the Closing, the Transferred Entities.
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Buyer Tax Indemnified Party means Buyer or any of its Affiliates (including, from and after the Closing, the Companies).
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Buyer Tax Indemnified Party has the meaning set forth in Section 5.9(d).
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Examples of Buyer Tax Indemnified Party in a sentence

  • Any other Tax refund (including any interest with respect thereto) relating to the Companies for any taxable period prior to the Closing Date (except for any refund included on the Final GAAP Balance Sheet, which shall be the property of Buyer, and if paid to Sellers, shall be paid over promptly to Buyer) shall be the property of Sellers, and if received by any Buyer Tax Indemnified Party shall be paid over promptly to Sellers.

  • If Seller objects in writing to any claim by the Buyer Tax Indemnified Party made in a Claim Certificate, Buyer and Seller shall attempt in good faith to resolve such objection; provided, however, that no such objection shall relieve Seller of any indemnity obligation under this Agreement.

  • Seller shall make any indemnification payment pursuant to this Section 6.1 to the Buyer Tax Indemnified Party using immediately available funds by wire transfer to an account designated in writing by the Buyer Tax Indemnified Party.

  • For purposes of this Section 6.1, Taxes shall include all Losses incurred or sustained by a Buyer Tax Indemnified Party in connection with the investigation, defense or prosecution of any such claim or any action or proceeding between a Buyer Tax Indemnified Party and the Selling Shareholders or any third party (including any taxing authority).

  • The Buyer shall have the right to participate in the conduct of the defense of any Tax Claim controlled by Sellers and the Sellers (at their expense) will have the right to participate in any Tax Claim that is not controlled by Sellers that involves any matter for which the Sellers would be obligated to indemnify a Buyer Tax Indemnified Party.

  • The amount of any indemnification due from Sellers to any Buyer Tax Indemnified Party pursuant to the provisions of this Agreement shall be net of any actual Tax Benefit received by the Companies that are directly attributable to the Loss relating to such indemnity payment.

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