Indemnifiable Taxes definition

Indemnifiable Taxes shall have the meaning given to that term in Section 2.12(a).

Indemnifiable Taxes has the meaning specified in Section 2.15(a).

Indemnifiable Taxes is defined in Section 13(a).

Examples of Indemnifiable Taxes in a sentence

• Notwithstanding the definition of "Indemnifiable Tax" in Section 14 of this Agreement, all Taxes in relation to payments by Party A shall be Indemnifiable Taxes unless (i) such Taxes are assessed directly against Party B and not by deduction or withholding by Party A or (ii) arise as a result of a Change in Tax Law (in which case such Tax shall be an Indemnifiable Tax only if such Tax satisfies the definition of Indemnifiable Tax provided in Section 14).

• A certificate containing reasonable detail as to the amount of Indemnifiable Taxes and Associated Liabilities submitted to Project Co by Contracting Authority shall be conclusive evidence, absent manifest error, of the amount due from Project Co to Contracting Authority.

• Any such payment shall be made promptly after the receipt by the Borrower from the Administrative Agent or such Bank, as the case may be, of a written statement setting forth in reasonable detail the amount of the Indemnifiable Taxes and the basis of the claim.

• Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, all Taxes in relation to payments by Party A shall be Indemnifiable Taxes unless (i) such Taxes are assessed directly against Party B and not by deduction or withholding by Party A or (ii) arise as a result of a Change in Tax Law (in which case such Tax shall be an Indemnifiable Tax only if such Tax satisfies the definition of Indemnifiable Tax provided in Section 14).

• Any indemnification payment from the Borrower under the preceding sentence shall be made promptly after receipt by the Borrower from the Administrative Agent or Bank of a written statement setting forth in reasonable detail the amount of such Indemnifiable Taxes or such Other Taxes, as the case may be, and the basis of the claim.

More Definitions of Indemnifiable Taxes

Indemnifiable Taxes means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

Indemnifiable Taxes means any and all (i) Taxes that are attributable to any Pre-Closing Tax Periods (as determined under the principles set forth in Section 9.02(e)) and (ii) Transfer Taxes for which the Holders are responsible in accordance with Section 6.02.

Indemnifiable Taxes shall have the meaning set forth in Section 8.03(a).

Indemnifiable Taxes means any present or future Taxes required to be imposed or reasonably expected to be imposed (including by withholding or deduction) (x) by any Relevant Jurisdiction (i) on Shareholder or the Purchaser (including any property held by or on behalf of Shareholder or Purchaser and including, for the avoidance of doubt, any U.S. withholding taxes that apply with respect to distributions on the Shares), (ii) on payments (including deliveries of property) by or on behalf of any Shareholder to the Purchaser or (y) by any Relevant Jurisdiction (other than the United States) on payments or distributions by or on behalf of the Purchaser; provided that clauses (x)(i) and (x)(ii) shall apply only if such Taxes would reduce the amount of cash or property held by Purchaser (including cash or property pledged to Purchaser as Collateral); and provided further that Taxes imposed with respect to Ordinary Cash Dividends shall not constitute Indemnifiable Taxes.

Indemnifiable Taxes means all Taxes other than (i) net income taxes, franchise taxes imposed in lieu of net income taxes or similar taxes imposed on or measured by net income that are imposed on or levied on the Administrative Agent or a Lender as a result of a present or former connection between the Administrative Agent or the Lender and the jurisdiction of the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement); and (ii) except as provided in Section 13.04(b), any withholding tax that is imposed on amounts payable to a Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to a Lender’s failure or inability to comply with Section 5.04(b) other than as a result of a Change in Tax Law after the Lender became a party hereto.

Indemnifiable Taxes has the meaning set forth in Section 3.06 (Net Payments; Taxes).

Indemnifiable Taxes means (a) all Taxes of the Acquired Companies for all Pre-Closing Tax Periods; (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Acquired Company (or any predecessor of any Acquired Company) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (c) all Taxes of another Person imposed on any of the Acquired Companies arising under the principles of transferee or successor liability or by reason of a Tax Sharing Agreement or any contract providing for the payment of any Taxes of another person, in each case, relating to an event or transaction occurring before the Closing Date; provided, that, the defined term Indemnifiable Taxes shall not include any Taxes to the extent the Tax-related Loss in question results from Parent’s violation of Section 6.01(c).