Purchaser Taxes definition

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

Purchaser Taxes shall have the meaning set forth in Section 7.4(b).

Purchaser Taxes has the meaning set forth in Section 11.1(f). “Real Property” means the parcels of real property on which the Branches listed on Exhibit 1.1

Examples of Purchaser Taxes in a sentence

• The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the Tax Claim that are Seller Taxes and that are Purchaser Taxes.

• Purchaser shall indemnify and hold harmless Seller against all Purchaser Taxes.

• Purchaser to the fullest extent permitted by law will indemnify, defend and hold harmless Company, its affiliates and its and their respective officers, directors, employees and other representatives from any claims, damages, losses, liabilities, penalties, fines, costs and expenses (including reasonable attorneys' and other professional fees) arising out of or relating to any third party claim concerning this Agreement, including any claims related to Purchaser Taxes.

• The reasonable costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the claim for Seller Taxes and Purchaser Taxes.

• Purchaser to the fullest extent permitted by law will indemnify, defend and hold harmless Company, its affiliates and its and their respective officers, directors, employees and other representatives from any claims, damages, losses, liabilities, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning this Purchase Agreement, including without limitation any claims related to Purchaser Taxes.

More Definitions of Purchaser Taxes

Purchaser Taxes means any Taxes imposed on or attributable to Purchaser or Affiliate of Purchaser (other than Pre-Closing Taxes) whether arising prior to, on or after the Closing Date.

Purchaser Taxes means any Tax (a) imposed on, payable by or with respect to, arising out of, or relating to the Purchased Assets, the Assumed Liabilities or the Business (in each case, other than Seller Taxes) or (b) for which Purchaser is responsible pursuant to Section 2.6(c) (or otherwise pursuant to Section 2.6) or pursuant to Section 7.3 (Transfer Taxes).

Purchaser Taxes means, without duplication, any (a) Taxes imposed on the Purchased Entities, other than Excluded Taxes, (b) Taxes imposed with respect to the Purchased Assets, the Assumed Liabilities or the Business, in each case, other than Excluded Taxes, any Taxes imposed on any of the Purchased Entities and any Taxes imposed with respect to the Purchased Entities for a Pre-Closing Period, (c) Taxes arising from any action taken or transaction entered into (other than the Section 336/338 Elections) by Purchaser or any of its Subsidiaries (including the Purchased Entities) on the Closing Date after the Closing (other than any action taken or transaction entered into by the Purchased Entities in the ordinary course of business), (d) Taxes for which Purchaser is responsible pursuant to Section 6.7 and (e) any incremental Taxes (determined in aggregate on a “with and without” basis) imposed on the Seller Entities or any of their Affiliates with respect to the Internal Restructuring Plan as a result of any change or modification to the Internal Restructuring Plan requested by the Purchaser after the date hereof.

Purchaser Taxes means (a) any Tax imposed on, payable by or with respect to, arising out of, or relating to the Purchased Assets, the Assumed Liabilities or the GES Business, in each case, other than any Taxes of Seller or any of its Affiliates (including the NewCo Entities for any taxable period ending on or prior to the Closing) and (b) any Tax for which Purchaser is responsible pursuant to Section 6.6; provided, that in no event shall Purchaser Taxes include any Seller Taxes.

Purchaser Taxes means any Transfer Taxes allocated to Purchaser pursuant to Section 6.2 and Property Taxes allocated to Purchaser pursuant to Section 6.3.

Purchaser Taxes shall have the meaning set forth in Section 10.5(b).

Purchaser Taxes means all federal, state, county, city, municipal, local, foreign or other governmental taxes upon or relating to the Purchaser's income or gross receipts, or the Purchaser's ownership or use of any of its assets.