Indemnified Tax Liabilities means any and all Liabilities of the Viamet Group for Taxes that are imposed on the Viamet Group (A) on or before the Distribution with respect to the operations of the SpinCo Group prior to the Distribution, and (B) with respect to the operations of the Viamet Group, other than SpinCo Liabilities.
Indemnified Tax Liabilities means all Liabilities for Taxes of the Companies or the Sellers for taxable periods ending on, or prior to, the day immediately preceding the Closing Date and the portion of Liabilities for Taxes relating to the Pre-Closing Tax Straddle Period as determined pursuant to Section 7.5(a)(ii), other than Liabilities for Taxes to the extent accrued for on the Closing Date Balance Sheet and included in Closing Date Current Liabilities.
Indemnified Tax Liabilities means (i) any liability resulting from any breach or inaccuracy in a representation or warranty set forth in Section 4.10, (ii) any Tax of the Members or the Company, (iii) any Tax with respect to the Acquired Assets for any Pre-Closing Tax Period, (iv) any Tax of any Person (other than the Company) imposed on the Company pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or as a transferee, successor or by contract, and (v) any Transfer Taxes.
Examples of Indemnified Tax Liabilities in a sentence
Taxes allocated to the partial taxable period ending on the Closing Date, including, without limitation, any and all Taxes payable as a result of the transactions contemplated by this Agreement (the "Indemnified Tax Liabilities") shall be paid by Seller.
Taxes allocated to the partial taxable period ending on the Closing Date, including, without limitation, except as provided in Section 7.4, any and all Taxes payable as a ----------- result of the transactions contemplated by this Agreement (the "Indemnified Tax Liabilities") shall be paid by Sellers, and the Buyer Indemnified Parties shall be indemnified and held harmless by Sellers, jointly and severally, from and against any and all such Taxes.
Promptly following the ultimate resolution of any such Tax Audit, Purchaser shall pay to Seller an amount equal to the excess if any of (i) the amount so withheld over (ii) the portion of such amount required to satisfy any amount finally determined to be owed to the applicable Purchaser Indemnitee pursuant to Section 10.2(a)(ii) with respect to any Losses resulting from the Indemnified Tax Liabilities in connection with such Tax Audit.
Notwithstanding any other provision of this Agreement, Parent will retain control over (a) any Tax Proceedings relating to Indemnified Tax Liabilities and (b) any Tax Proceedings relating to the Pre-Closing Restructuring.
The determination as to whether any Tax is included in Seller Indemnified Tax Liabilities shall be made without regard to Section 3.13 of the Disclosure Schedules.
More Definitions of Indemnified Tax Liabilities
Indemnified Tax Liabilities means all Liabilities for Taxes of the Companies or the Sellers for taxable periods ending on, or prior to, the day immediately preceding the Closing Date and the portion of Liabilities for Taxes relating to the Pre- Closing Tax Straddle Period as determined pursuant to Section 7.5(a)(ii), other than Liabilities for Taxes to the extent accrued for on the Closing Date Balance Sheet and included in Closing Date Current Liabilities.
Indemnified Tax Liabilities has the meaning set forth in Section 11.3(a).
Indemnified Tax Liabilities means Liabilities (as defined above) relating to tax incurred by any relevant Indemnified Party as a necessary result of the Investment Manager performing its duties under the Investment Management Agreement other than any corporation, income or similar tax in relation to fees payable under the Investment Management Agreement. Investment Manager’s Indemnity The Investment Manager shall indemnify and hold harmless the Issuer and the Trustee (on behalf of the Noteholders) and each of their respective Affiliates, directors, officers, stockholders, partners, agents, employees and controlling persons (each, an “Indemnitee”) from and against any and all losses, claims, damages, demands, expenses and costs, causes of action, judgments or liabilities (collectively, “Liabilities”) resulting from an Investment Manager Breach and willreimburse each such Indemnitee for all reasonable expenses related thereto (including, without limitation, fees and expenses of counsel and all other costs of investigating, preparing, pursuing or defending any claim, action, proceeding or investigation with respect to any pending or threatened litigation caused by, or arising out of or in connection with, any such Investment Manager Breach), except to the extent that such claims result directly from the negligence, wilful misconduct or bad faith of the Indemnitee, or an Issuer Indemnification Matter. Change of the Investment Manager Resignation by the Investment Manager Subject to the other provisions of the Investment Management Agreement, the Investment Management Agreement may be terminated by the Investment Manager at any time following the second anniversary of the Issue Date upon 90 days’ prior written notice to the Issuer. Termination With Cause Subject to the other provisions of the Investment Management Agreement, the Investment Management Agreement may be terminated for cause, and the Investment Manager may be removed, upon 15 days’ prior written notice by the Noteholder. For purposes of determining “cause” with respect to termination of the Investment Management Agreement, such term shall mean any one of the following events:
Indemnified Tax Liabilities means (i) any liability resulting from any breach or inaccuracy in a representation or warranty set forth in Section 4.10, (ii) any Tax of the Companies, (iii) any Tax of the Companies for any Pre-Closing Tax Period, (iv) any Tax of any Person (other than the Companies) imposed on the Companies pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or as a transferee, successor or by contract, and (v) any Transfer Taxes under Section 8.10(c).
Indemnified Tax Liabilities means any Liability paid by any Company Group Member after the Closing for (i) any Pre-Closing Taxes or (ii) any Transfer Taxes for which the Sellers are responsible pursuant to Section 5.04.
Indemnified Tax Liabilities has the meaning set forth in Section 10.2(a)(ii)(3). “Indemnifying Party” means Seller or Purchaser, as applicable. “Indemnitee” means a Purchaser Indemnitee or Seller Indemnitee, as applicable. “Intellectual Property” means all intellectual property rights in any jurisdiction throughout the world, by whatever name or term known or designated, tangible or intangible, whether arising by operation of Law, Contract, or otherwise, including, without limitation, trademarks, service marks, trade names, corporate names, and trade dress, logos, and slogans, together with all goodwill symbolized by any of the foregoing, domain names, web sites, copyrights, copyrightable subject matter, proprietary models, processes, formulas, software and databases, client lists and similar rights, patents, patent applications, inventions, processes, designs, investment track records, formulae, models, methodologies, composites, historical processes, trade secrets, know-how, confidential information, computer software, data and documentation, track record and any other similar intellectual property or intangible rights, tangible embodiments of any of the foregoing (in any medium including electronic media), and licenses of any of the foregoing, and registrations and applications to register or renew the registration of any of the foregoing with any Governmental Authority in any country.
Indemnified Tax Liabilities shall have the meaning given to such term in Section 12.1(a) hereof.