Buyer Tax Indemnitee definition

Buyer Tax Indemnitee has the meaning set forth in Section 4.1(a).
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Buyer Tax Indemnitee is defined in Section 11.3.
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Buyer Tax Indemnitee shall have the meaning set forth in Section 4.19(a).
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Examples of Buyer Tax Indemnitee in a sentence

  • Notwithstanding anything to the contrary in this Agreement, Seller shall not be responsible for, pay, cause to be paid or indemnify or otherwise hold harmless any Buyer Tax Indemnitee for any Taxes taken into account in the Closing Working Capital Statement or any Taxes for any Tax period that ends after the Closing Date.

  • The Buyer Tax Indemnitee shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Tax Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Tax Loss.

  • In computing the amount of any such Tax benefit, the Buyer Tax Indemnitee shall be deemed to actually realize a Tax benefit to the extent the amount of any net cash Tax payments made by the Buyer Tax Indemnitee is reduced below the amount the Buyer Tax Indemnitee would have been required to pay but for the incurrence of such Tax Loss and indemnification.

  • Seller shall reimburse the appropriate Buyer Tax Indemnitee for any Losses which are the responsibility of Seller under this Section 4.10(h) within twenty (20) days after the payment of the underlying Taxes by the Buyer Tax Indemnitee.

  • Seller shall reimburse the appropriate Buyer Tax Indemnitee for any Losses which are the responsibility of Seller pursuant to this Section 7.3(a) within five (5) Business Days after the payment of such Taxes by the Buyer Tax Indemnitee; provided, however, that in the case of any such Losses attributable to Taxes shown on any Tax Return described in Section 7.1 (b) or Section 7.1(c), Seller shall reimburse the appropriate Tax Indemnitee for such Taxes prior to the due date for the filing of such Tax Return.

  • Any amount determined to be payable to a Buyer Tax Indemnitee for a Tax Loss pursuant to this Section 8.3(f) shall be satisfied solely from the Tax Escrow Funds.

  • If an audit, examination, litigation or claim is commenced by any Tax authority which may result in an indemnity payment to a Buyer Tax Indemnitee pursuant to Section 10.3, Buyer shall promptly notify Sellers of such audit or claim (a “Tax Proceeding”), stating the nature and basis of any such claim and the amount thereof, to the extent known.


More Definitions of Buyer Tax Indemnitee

Buyer Tax Indemnitee shall have the meaning set forth in Section 10.12(a).
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Buyer Tax Indemnitee has the meaning set forth in Section 5.17(a)(i).
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Buyer Tax Indemnitee is defined in Section 8.6.
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Related to Buyer Tax Indemnitee

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

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

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

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

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

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

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

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

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

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

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • 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.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

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

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

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

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

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

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.