Parent Indemnified Taxes means any and all Taxes without duplication, (1) imposed on the Company or the Surviving Corporation or for which the Company, or the Surviving Corporation may be liable for any Pre-Closing Period and the portion of any Straddle Period ending on (and including) the Closing Date (determined in accordance with Section 5.03), (2) resulting from the breach of the representations and warranties set forth in Section 3.08 (determined without regard to any materiality or knowledge qualifiers) or covenants set forth in Section 5.03, (3) that are the employer's portion of social security, Medicare, unemployment or other employment Taxes due as a result of any payments made to the Securityholders pursuant to this Agreement, (4) that are Transfer Taxes for which the Securityholders are responsible pursuant to Section 5.03, (5) of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of the liability of the Company or the Surviving Corporation pursuant to Treasury Regulation § 1.1502-6(a) or any analogous or similar state, local or foreign law, or (6) for which the Company may be liable as transferee or successor, by contract or otherwise. Notwithstanding the foregoing, "Parent Indemnified Taxes" shall not include any Tax that was included as a liability or otherwise taken into consideration in the computation of Net Working Capital as finally determined based upon the Closing Date Statement.
Parent Indemnified Taxes means (i) all Tax liabilities attributable to the ownership, management and operation of the Acquired Companies or the ownership and operation of the Phase 1(a) Assets or the Business and incurred on or prior to the Execution Date or the ownership and operation of the Phase 1(b) Assets, the Phase 2(a) Assets or the Phase 2(b) Assets and incurred on or prior to Phase 1(b) Closing Date, the Phase 2(a) Closing Date or the Phase 2(b) Closing Date, as applicable, including (a) any such Tax liabilities of Parent and its Affiliates (including the Acquired Companies and the Purchaser) that may result from the consummation of the transactions contemplated by this Agreement, (b) any such Tax liabilities arising under Treasury Regulations Section 1.1502-6 and any similar provisions of state, local or foreign Law, by contract, as successor, transferee or otherwise, or which are attributable to having been a member of a consolidated, combined or unitary group, and (c) any Tax imposed on the Acquired Companies or the Purchaser that results from the business or operation of any other Affiliate of Parent, (ii) any payment required to be made following the applicable Closing as the result of the reduction, disallowance, preclusion of the availability, or recapture of any Cash Grant claimed or received with respect to a Project prior to the applicable Closing, and (iii) all Tax liabilities resulting from any reduction, disallowance, preclusion of the availability, or recapture under Section 50 of the Code of tax credits claimed, allowed, or allowable with respect to a Project or allocated by the Acquired Companies prior to the applicable Closing; provided, however, that the Parties hereby agree that in no event shall any payment, liability or other Damages whatsoever arising as the result of, or that otherwise would not have been incurred except through, any action of an 8point3 Entity following the applicable Closing be deemed to constitute Parent Indemnified Taxes.
Parent Indemnified Taxes means any and all Taxes (to the extent such Taxes were not included as a liability in the Final Closing Date Balance Sheet or in the calculation of the Final Adjustment Amount), together with any costs, expenses, losses or damages (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any audit, litigation or other proceeding) arising out of or incident to the determination, assessment or collection of such Taxes (1) imposed on the Company in respect of its income, business, property or operations or for which it may otherwise be liable for any Pre-Closing Period (determined in accordance with Section 6.1), (2) resulting from the breach of the representations and warranties set forth in Section 4.14 or covenants set forth in Section 6.1, (3) of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date by reason of the liability of the Company pursuant to Treasury Regulation § 1.502-6(a) or any analogous or similar state, local or foreign law, or (4) for which the Company may be liable as transferee or successor, by contract or otherwise, for any Pre-Closing Period. Notwithstanding the foregoing, “Parent Indemnified Taxes” shall exclude the Estimated Pre-Closing Income Tax Adjustment and the estimated employer matching contribution for social security, medicare and other unemployment Taxes due as a result of the consummation of the transactions contemplated by this Agreement to the extent each is reflected on Schedule A hereto and taken into account by the parties in reducing the cash portion of the Merger Consideration payable at Closing.
Examples of Parent Indemnified Taxes in a sentence
Not later than five days prior to the due date for payment of Taxes with respect to any such Tax Return, the Principals shall pay (without duplication) to Parent the amount of any Parent Indemnified Taxes with respect to such Tax Return.
Shareholders shall bear the cost and expense of preparing federal and state income Tax Returns of the Company for the taxable period ending on the Closing Date and shall timely pay all Taxes due with respect to such Tax Return, to the extent such Taxes constitute Parent Indemnified Taxes.
School personnel will prohibit sharing of food and beverages (e.g., buffet style meals, snacks).
Taxes due with respect to such Tax Returns that are not Parent Indemnified Taxes shall be paid by the Surviving Corporation.
Not later than five days prior to the due date for payment of Taxes with respect to any such Pre-Closing Tax Return, the Principals shall pay (without duplication) to Parent the amount of any Parent Indemnified Taxes with respect to such Pre-Closing Tax Return.
More Definitions of Parent Indemnified Taxes
Parent Indemnified Taxes means, without duplication, any and all Taxes (or the nonpayment thereof): (a) of Parent or any of its Affiliates (other than the Companies) for any taxable period (or portion thereof); (b) that are Transfer Taxes allocable to Parent pursuant to Section 6.7(d); (c) that are any Combined Taxes; (d) of or with respect to any Company resulting from, attributable to, or arising in connection with (including any event, transaction, circumstance, relationship or other action occurring in) the Pre-Closing Restructuring, and (e) any reasonable out-of-pocket costs and expenses (including reasonable attorneys’ and advisors’ fees) paid or incurred by Buyer or its Affiliates (including by the Companies after the Closing) with respect to the foregoing; provided, however, that Parent Indemnified Taxes shall exclude any Taxes to the extent reflected in the calculation of final Net Working Capital or the final Closing Indebtedness.
Parent Indemnified Taxes means any and all Taxes, (1) imposed on the Company or for which the Company may be liable for any Pre-Closing Period and the portion of any Straddle Period ending on (and including) the Closing Date (determined in accordance with Section 7.08(c), (2) resulting from the breach of the representations and warranties set forth in Section 4.08 (determined without regard to any materiality or knowledge qualifiers or any scheduled items) or covenants set forth in Section 7.08, (3) that are social security, medicare, unemployment or other employment Taxes due as a result of any payments made to the Stockholders pursuant to this Agreement, (4) that are Transfer Taxes, (5) of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date by reason of the liability of the Company pursuant to Treasury Regulation § 1.1502-6(a) or any analogous or similar state, local or foreign law, or (6) for which the Company may be liable as transferee or successor, by contract or otherwise. Notwithstanding the foregoing, “Parent Indemnified Taxes” shall not include any Tax that was included as a liability in the computation of Net Working Capital as finally determined based upon the Closing Date Statement.
Parent Indemnified Taxes means any and all Taxes without duplication, (i) imposed on the Company or Surviving Entity, or for which the Company, Surviving Entity or the Company Member may be liable, for any Pre-Closing Period and the portion of any Straddle Period ending on (and including) the Closing Date, (ii) resulting from the breach of the representations and warranties set forth in Section 3.08 (determined without regard to any materiality or knowledge qualifiers) or covenants set forth in Section 5.07, (iii) that are the employer’s portion of social security, Medicare, unemployment or other employment Taxes due as a result of any payments made to the Company Member pursuant to this Agreement, (iv) that are Transfer Taxes for which the Company Member is responsible pursuant to Section 5.07, (v) of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of the liability of the Company or Surviving Entity pursuant to Treasury Regulation § 1.1502-6(a) or any analogous or similar state, local or foreign law, or (vi) for which the Company may be liable as transferee or successor, by Contract or otherwise.
Parent Indemnified Taxes means any and all Taxes together with any costs, expenses, losses or damages (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any audit, litigation or other proceeding) arising out of or incident to the determination, assessment or collection of such Taxes (i) imposed on the Company or any of its subsidiaries for which it may otherwise be liable for any taxable period or portion thereof ending on or prior to the Effective Time, including as a result of the transactions contemplated by the Agreement, (ii) imposed on or with respect to the Shareholders, (iii) resulting from the breach of the representations and warranties set forth in Section 3.08 (determined without regard to the assumption set forth in the second sentence of Section 3.08(b) or any scheduled items that may be contained therein) or covenants of the Company or the Shareholders set forth in Section 6.09, (iv) of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Effective Time by reason of the liability of the Company pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local or foreign law, (v) imposed on Parent or the Company under Code Section 1374, or (vi) imposed on Parent or the Company as result the Company’s use of the cash method of accounting for federal income Tax purposes or the cessation thereof; but only to the extent such Taxes were not included as a liability or Closing Date Company Tax Liability in the Final Closing Date Balance Sheet
Parent Indemnified Taxes has the meaning set forth in Section 8.1(a).
Parent Indemnified Taxes means any and all Taxes, (1) imposed on the Company or for which the Company may be liable for any Pre-Closing Period and the portion of any Straddle Period ending on (and including) the Closing Date (determined in accordance with Section 8.10(c), (2) resulting from the Section 481 Adjustment to the extent in excess of the estimated Section 481 Liability taken into account in the determination of Net Working Capital, as finally determined on the Closing Date Statement, (3) resulting from the breach of the representations and warranties set forth in Section 4.08 (determined without regard to any materiality or knowledge qualifiers or any scheduled items) or covenants set forth in Section 8.10, (3) that are social security, medicare, unemployment or other employment Taxes due as a result of any payments made to the Sole Stockholder or the Principals pursuant to this Agreement, (4) that are Transfer Taxes, (5) of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date by reason of the liability of the Company pursuant to Treasury Regulation § 1.1502-6(a) or any analogous or similar state, local or foreign law, or (6) for which the Company may be liable as transferee or successor, by contract or otherwise. Notwithstanding the foregoing, “Parent Indemnified Taxes” shall not include any Tax that was included as a liability in the computation of Net Working Capital as finally determined based upon the Closing Date Statement.
Parent Indemnified Taxes means any and all Taxes, (1) imposed on the Company or for which the Company may be liable for any Pre-Closing Period and the portion of any Straddle Period ending on (and including) the Closing Date (determined in accordance with Section 8.09(c), (2) resulting from the Section 481 Adjustment to the extent in excess of the estimated Section 481 Liability taken into account in the determination of Net Working Capital (without regard to the discount thereof), as finally determined on the Closing Date Statement, (3) resulting from the breach of the representations and warranties set forth in Section 4.08 (determined without regard to any materiality or knowledge qualifiers or any scheduled items) or covenants set forth in Section 8.09, (4) that are social security, medicare, unemployment or other employment Taxes due as a result of the exercise of the Company Options or the termination thereof as contemplated by Section 3.02 or any payments made to Company Stockholders pursuant to this Agreement, (5) that are Transfer Taxes, (6) of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date by reason of the liability of the Company pursuant to Treasury Regulation § 1.1502-6(a) or any analogous or similar state, local or foreign law, (7) for which the Company may be liable as transferee or successor, by contract or otherwise or (8) resulting from any distribution of capital stock of Edge Dynamics pursuant to Section 7.02. Notwithstanding the foregoing, “Parent Indemnified Taxes” shall not include any Tax that was included as a liability in the computation of Net Working Capital as finally determined based upon the Closing Date Statement.