Indemnity Issue definition

Indemnity Issue shall have the meaning set forth in Section 3.03.

Indemnity Issue is defined in Section 10.7.

Indemnity Issue has the meaning set forth in Section 6.2.

Examples of Indemnity Issue in a sentence

• The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account.

• If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto.

• The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (a) in all conferences, meetings and proceedings with any Tax Authority, the subject matter of which is or includes an Indemnity Issue and (b) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue.

• If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue.

• The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (ii) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue.

More Definitions of Indemnity Issue

Indemnity Issue as defined in Section 4.2(a).

Indemnity Issue is defined in Section 6.01(a).

Indemnity Issue has the meaning set forth in Section 5.2. "International Group" means International, Daka and Daka's Subsidiaries. "International Tax Item" means a Tax Item that is attributable to the International Group and is not a UCRI Tax Item. "Joint Tax Return" means any Tax Return that includes a member of the International Group and a member of the UCRI Group. "UCRI Group" means UCRI and all other Subsidiaries of UCRI, determined immediately after the Distribution and the Merger. "UCRI Tax Item" means a Tax Item solely attributable to the UCRI Group. "Non-Filing Party" means the group or member of a group which is included in any Tax Return but is not the Responsible Party or a member of the Responsible Party's group with respect to such Tax Return. "Other Taxes" has the meaning set forth in Section 3.1(c). "Post-Distribution Taxable Period" means a taxable period beginning after the Closing Date. "Post-Tax Indemnification Period" means any Post-Distribution Taxable Period and that portion, beginning on the day after the Closing Date, of any Straddle Period. "Pre-Distribution Taxable Period" means a taxable period ending on (and including) or before the Closing Date. "Responsible Party" means the party responsible for the filing of a Tax Return as determined under Section 2.2. "Reverse Timing Difference" means an increase in income, gain or recapture, or a decrease in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for the Tax Indemnification Period coupled with an increase in deduction, loss or credit, or a decrease in income, gain or recapture, of the taxpayer for any Post-Tax Indemnification Period. "Straddle Period" means a taxable period that includes but does not end on the Closing Date. 2 5

Indemnity Issue is defined in Section 4.01(a) herein. ---------------

Indemnity Issue shall have the meaning set forth in Section 4.02.

Indemnity Issue shall have the meaning defined in Section 3.3.

Indemnity Issue is defined in Section 4.01 (a) herein.