Purchaser Indemnified Tax definition

Purchaser Indemnified Tax means any withholding Tax (other than a Purchaser Connection Tax) withheld by any licensee, sublicensee, the Seller, or any other applicable withholding agent in respect of any payment made to the Purchasers pursuant to this Agreement or to the Seller (or its Affiliates) that are attributable to the Purchased Receivables; provided that, notwithstanding the foregoing, Purchaser Indemnified Tax shall include any Tax resulting solely from or attributable any action taken or caused to be taken by the Seller or its Affiliates or any failure of such Persons to provide any information that is necessary to establish an exemption, after the effective date hereof, that results in any additional withholding or deduction, which would not have resulted absent the Seller or any of its Affiliates taking, causing to be taken, or failing to take such action.
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Purchaser Indemnified Tax means any withholding Tax (other than a Purchaser Connection Tax and, except as provided below, a Permitted Tax Withholding) withheld by any licensee, sublicensee, the Sellers, or any other applicable withholding agent in respect of any payment made to the Purchaser pursuant to this Agreement or to Sellers (or their Affiliates) that are attributable to the Purchased Company Receivables; provided that notwithstanding the foregoing, Purchaser Indemnified Tax shall include any tax resulting from or attributable any action taken or caused to be taken by Sellers or their Affiliates or any failure of such Persons to provide any information that is necessary to establish an exemption or reduction from such Permitted Tax Withholding that such Person is legally eligible to deliver, after the effective date hereof, that results in any additional withholding or deduction, which would not have resulted absent Seller or any of its Affiliates taking, causing to be taken, or failing to take such action.
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Purchaser Indemnified Tax means any withholding Tax (other than a Purchaser Connection Tax) withheld by any licensee, sublicensee, the Seller, or any other applicable withholding agent in respect of any payment made to the Purchaser pursuant to this Purchase and Sale Agreement.
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Examples of Purchaser Indemnified Tax in a sentence

  • If Purchaser becomes aware of any assessment, official inquiry, examination or proceeding (a “Tax Proceeding”) that could result in an official determination with respect to any Purchaser Indemnified Tax, Purchaser shall promptly so notify Sellers; provided, however, that the failure to so notify Sellers shall not relieve Sellers of their obligations with respect to such Purchaser Indemnified Tax unless, and only to the extent that, such failure results in actual material prejudice to Sellers.

  • Notwithstanding anything herein to the contrary, the provisions of this Article VIII shall not apply to representations and warranties relating to Taxes, claims for Seller Indemnified Tax Losses, Purchaser Indemnified Tax Losses, indemnification pursuant to Section 5.06 or any other Tax matters.

  • Any reasonable expenses incurred in connection therewith shall be paid by Purchaser to the extent that such expenses relate to a Tax that is not a Purchaser Indemnified Tax.

  • To the extent that such expenses relate to a Tax that is a Purchaser Indemnified Tax, Purchaser shall have the right to make a claim for indemnification pursuant to Section 7.6 and the Escrow Agreement in the amount of any Purchaser Indemnified Taxes.

Related to Purchaser Indemnified Tax

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

  • Indemnified Taxes means Taxes other than Excluded Taxes.

  • Other Taxes means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

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

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

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

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

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

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

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

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

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

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

  • Servicer Indemnified Amounts has the meaning set forth in Section 13.02(a).

  • Further Taxes means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges (including, without limitation, net income taxes and franchise taxes), and all liabilities with respect thereto, imposed by any jurisdiction on account of amounts payable or paid pursuant to Section 4.01.

  • Excluded Tax means any Tax imposed by any jurisdiction on the net income of the Note Holder;

  • Indemnified Costs has the meaning specified in Section 8.05(a).

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

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

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

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

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