Examples of Seller Income Taxes in a sentence
Seller shall indemnify and hold harmless Purchaser from and against (a) any and all Seller Income Taxes, (b) any and all Taxes (other than Seller Income Taxes) imposed on or with respect to the Project Assets or Seller attributable to any Pre-Closing Tax Period (“Pre-Closing Taxes”), and (c) any Taxes arising from a breach by Seller of its representations, warranties and covenants in this ARTICLE IX.
Buyer may set-off any amount owed to it by Sellers pursuant to this Agreement against any amount owed by Buyer to Ted or Lorie with respect to txx Hindxxx Xitigation or any Priox Xxxxxd Seller Income Taxes pursuant to this Agreement.
As used herein, "Unlimxxxx Claims" shall mean Prior Period Seller Income Taxes, any amounts payable with respect to the Pending Claims, including but not limited to the Hindman Litigation, and the adxxxxxxxt pursuant to Section 3.6.
At least every six months after the Closing Date, Ted and Buyer shall determine xxxther any amount in the Tax Escrow Deposit can be released from the escrow to Sellers in view of the expiration of the statute of limitations with respect to the Prior Period Income Tax Returns and their reasonable assessment of the potential exposure for Prior Period Seller Income Taxes for open years.
Seller shall indemnify and hold harmless Purchaser from and against (a) any and all Seller Income Taxes, (b) any and all Taxes (other than Seller Income Taxes) imposed on or with respect to the Project Assets or Seller attributable to any Pre- Closing Tax Period (“Pre-Closing Taxes”), and (c) any Taxes arising from a breach by Seller of its representations, warranties and covenants in this ARTICLE IX.
Sellers shall have unlimited personal liability, and Buyer shall have unlimited right of offset under Ted's Noncompetition Agreement and Ted's Employment Agreement, for the Unlimited Claims; provided, however, that Marshall shall have no personax xxxxxxity for the Prior Period Seller Income Taxes, the Hindman Litigation or the adjuxxxxxx pursuant to Section 3.6, which liability shall be borne solely by Ted and Lorie.
At such time as the statute of limitations for all Prior Period Seller Income Taxes has expired, all audits of Prior Period Income Taxes have been closed and the Prior Period Seller Income Taxes resulting from such audits have been paid from the Tax Escrow Deposit, the parties shall direct the Tax Escrow Agent to disburse the principal amount remaining in the Tax Escrow Deposit to Sellers.
Sellers will be liable for and shall pay all Seller Income Taxes imposed on the Company, or for which the Company may otherwise be liable, for any Pre-Closing Tax Period.