Purchaser Indemnified Taxes definition

Purchaser Indemnified Taxes means any Taxes imposed on the Company or its Subsidiaries (other than Taxes imposed in respect of the Carve-Out Entities) for any Purchaser Tax Period, other than any Excluded Taxes.
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Purchaser Indemnified Taxes means any Taxes imposed on the Bank or the Transferred Subsidiaries for any Purchaser Tax Period, other than any Excluded Taxes.
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Purchaser Indemnified Taxes means any and all Taxes together with any costs, expenses or damages (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any audit, examination, litigation or other judicial or administrative proceeding) arising out of, in connection with or incident to the determination, assessment or collection of such Taxes (a) imposed on the Company or any Subsidiary, or for which it or they may otherwise be liable, with respect to (i) any Taxable period ending on or prior to the Closing Date or (ii) the portion of any Straddle Period (determined in accordance with Section 7.6(b)) ending on the Closing Date, (b) arising out of, in connection with, or related to, a breach of any representation or warranty set forth in Section 5.11 (without giving effect to any materiality or knowledge qualifiers that may be contained therein and without regard to any scheduled items) or covenants set forth in Section 7.6(c) that are the employer’s matching contribution for Social Security, Medicare, and unemployment Taxes payable by the Company or any Subsidiary thereof in respect of any payments made pursuant to Article III as of the Closing Date, (c) of any member of an affiliated, consolidated, combined or unitary group of which the Company or any Subsidiary (or any predecessor thereof) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar state or local law or (d) of any other Person for which the Company or any Subsidiary is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that any such Taxes shall not be Purchaser Indemnified Taxes to the extent such Tax was included as a liability in the determination of Closing Net Working Capital as finally determined pursuant to Section 3.3(b).
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Examples of Purchaser Indemnified Taxes in a sentence

  • Purchaser will determine the amount of Purchaser Indemnified Taxes with respect to each such Tax Return.

  • Not later than 5 days prior to the due date of such Tax Return (including any extensions thereon), Seller shall pay to the Purchaser the amount of Purchaser Indemnified Taxes with respect to such Tax Return.

  • Not later than five days prior to the due date for payment of Taxes with respect to any such Tax Return, Seller shall pay to Purchaser the amount of such Purchaser Indemnified Taxes with respect to such Tax Return.

  • Even then, access to those services is not automatic, but depends on the discretion of the judicial officer in question.

  • Not less than five days prior to the due date for payment of Taxes with respect to any such Tax Return, Seller shall pay to Purchaser the amount of any Purchaser Indemnified Taxes with respect to such Tax Return.

  • Not later than twenty (20) days prior to the due date of each such Tax Return, Purchaser will deliver a copy of such Tax Return, together with a statement of Purchaser Indemnified Taxes with respect to such Tax Return, to the Selling Stockholder, and shall make the Tax workpapers and other information relating to the preparation of such Tax Return available for review by the Selling Stockholder.

  • Not later than five (5) days prior to the due date for the payment of Taxes with respect such Tax Return each Seller shall pay to Purchaser the amount of Purchaser Indemnified Taxes shown on such statement with respect to such Tax Return multiplied by such Seller’s Percentage Interest.

  • Further, the aggregate maximum liability of Purchaser to indemnify Seller pursuant to Section 8.1, on one hand, and Seller to indemnify Purchaser pursuant to Section 8.2, on the other hand, shall not exceed Four Million and 00/100 Dollars ($4,000,000.00) (the “Indemnification Cap”); provided that any Losses arising out of or resulting from any Purchaser Indemnified Taxes shall not be subject to such Indemnification Cap.

  • Not later than twenty (20) days prior to the due date of each such Tax Return, Purchaser will deliver a copy of such Tax Return, together with a statement of Purchaser Indemnified Taxes with respect to such Tax Return, to the Sellers Representative, and shall make the Tax workpapers and other information relating to the preparation of such Tax Return available for review by the Sellers Representative.


More Definitions of Purchaser Indemnified Taxes

Purchaser 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 (a) imposed on the Company in respect of its income, business, property or operations or for which it may otherwise be liable, with respect to (i) any taxable period or portion thereof ending on or prior to the Closing Date or (ii) the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 5.11(b)); (b) resulting from the breach of the representations and warranties set forth in Section 3.15 or covenants set forth in Section 5.11; (c) 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 pursuant to Treasury Regulation Section 1.1502-6(a) of the Code or any analogous or similar state, local or foreign law; (d) of any other Person for which the Company has been liable as a transferee or successor, by contract or otherwise; (e) the Taxes following from the deemed asset sale contemplated by this Agreement resulting from the making of the 338(h)(10) Elections or (f) that are Transfer Taxes required to be paid by Seller pursuant to Section 5.11(f).
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Purchaser 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) 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 in respect of its income, business, property or operations or for which it may otherwise be liable for any taxable period or portion thereof ending on or prior to the Closing Date (determined in accordance with Section 9.1(c)), (ii) imposed on or with respect to the Seller for any taxable period or portion thereof ending on or prior to the Closing Date, (iii) resulting from the breach of the representations and warranties set forth in Section 5.14 or covenants set forth in Section 9.1, (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 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 (v) imposed on Purchaser or the Company under Code Section 1374 with respect to any taxable period or portion thereof ending on or prior to the Closing Date including any such Tax resulting from transactions contemplated by this Agreement, but only to the extent that the sum of the foregoing (without duplication) exceeds an amount equal to the greater of (A) the difference of (x) the sum of any Excess Cash as reflected on the Final Closing Date Balance Sheet plus any Excess Working Capital as reflected on the Final Closing Date Balance Sheet minus (y) the sum of any Final Cash Shortfall plus any Final Working Capital Shortfall plus any Final Excess Debt and (B) zero.
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Purchaser Indemnified Taxes means any and all Taxes together with any costs, expenses or damages (including court and administrative costs and reasonable legal fees and expenses incurred in investigating and preparing for any audit, examination, litigation or other judicial or administrative proceeding) arising out of, in connection with or incident to the determination, assessment or collection of such Taxes (a) imposed on the Company or the Subsidiary (including Taxes imposed on or with respect to the income, business, property or operations of the Company and the Subsidiary), or for which the Company and the Subsidiary may otherwise be liable, with respect to (i) any Taxable period ending on or prior to the Closing Date or (ii) the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 4.6(c)), or (b) arising out of, in connection with, or related to, a breach of any representation or warranty set forth in Section 3.1(j) or the covenants set forth in Section 4.6; provided, however, that any such Tax shall not be a Purchaser Indemnified Tax to the extent such Tax was included as a Current Liability in the determination of Final Working Capital pursuant to Section 1.3(c).
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Related to Purchaser Indemnified Taxes

  • Indemnified Taxes means Taxes other than Excluded Taxes.

  • Indemnified Tax means (a) any Tax other than an Excluded Tax and (b) to the extent not otherwise described in clause (a), Other Taxes.

  • Other Taxes means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

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

  • 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 under FATCA.

  • 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.

  • Related Taxes means (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its:

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

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

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

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

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

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.2.

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

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

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

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

  • 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.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.

  • Letter of Credit Indemnified Costs has the meaning specified therefor in Section 2.11(f) of the Agreement.

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