Seller Indemnified Taxes means any and all Taxes (a) imposed on Buyer or for which Buyer may otherwise be liable (except Taxes for which Seller is responsible pursuant to Section 4.7(c) or Section 4.7(d)), (b) for which Buyer is responsible pursuant to Section 4.7(c) or Section 4.7(d); or (c) arising out of the ownership, operation or use of any of the Acquired Assets or the Business after the Closing.
Seller Indemnified Taxes has the meaning set forth in Section 6.5(d)(i).
Seller Indemnified Taxes means, without duplication, (a) any Taxes imposed on Parent Seller or any of its Affiliates (other than Seller Bank or any of its Subsidiaries) for any taxable period (including any Taxes required to be withheld from the payment of the Purchase Price, but excluding any interest or penalties in respect of withholding imposed solely as a result of Purchaser’s failure to make appropriate withholding on the basis of accurate information supplied by Parent Seller or any of its Affiliates), (b) any Taxes imposed on Seller Bank or any of its Subsidiaries for any Seller Tax Period, determined, with respect to any Straddle Period, in accordance with Section 7.9, (c) any liability for Taxes of any Person (other than Seller Bank or any of its Subsidiaries) for which Seller Bank or any of its Subsidiaries is liable as a result of (i) having been a member of an affiliated, consolidated, combined, unitary or similar group prior to the Closing and (ii) any liability for the payment of any Tax as a transferee or successor, by contract (other than commercial Contracts not primarily related to Taxes (such as financing or employment Contracts with Tax gross-up obligations or leases with Tax escalation provisions)) or otherwise (in each case of clause (ii), as a result of a transaction or contract entered into prior to the Closing), (d) any Transfer Taxes for which Parent Seller or any of its Affiliates (other than Seller Bank or any of its Subsidiaries) is responsible pursuant to Section 7.9(d), (e) any Taxes attributable to or arising from any breach of the representations or warranties contained in clauses (e), (f), (h), (j), (k), (l) or (m) of Section 3.15 (without giving effect to any limitations as to materiality set forth therein) or any covenants of Seller Bank or Sellers in this Agreement, (f) any Tax obligations of Seller Bank or any of its Subsidiaries for any Seller Tax Period that have been deferred pursuant to the Coronavirus Aid, Relief, and Economic Security Act or similar statutory relief and (g) reasonable costs and expenses (including attorneys’ and other advisors’ fees) related to any item described in clauses (a) through (f); provided that, notwithstanding anything to the contrary herein, (w) any Taxes arising in a Purchaser Bank Tax Period (except for Taxes described in clauses (a), (c), (d), (e) and (f) of this definition), (x) Taxes resulting from any election under Section 338 or Section 336 of the Code (or any comparable provision of applicable Law) ...
Examples of Seller Indemnified Taxes in a sentence
If Seller disputes any items shown on any such Tax Return affecting Seller Indemnified Taxes, Seller shall notify Purchaser within twenty (20) calendar days (fifteen (15) calendar days in the case of Corresponding Returns) after receiving such Tax Return.
Purchaser shall prepare and file all Tax Returns of Seller Bank and its Subsidiaries that are not Seller Tax Returns (“Purchaser Tax Returns”), and pay or cause to be paid any Taxes shown as due on such Tax Returns (subject to Purchaser’s right to indemnification for Seller Indemnified Taxes).
No later than two (2) Business Days prior to the due date (taking into account extensions) for Purchaser filing any Tax Return pursuant to this Section 7.9(b), Seller shall, or shall cause its Affiliates to, pay to Purchaser an amount equal to any Seller Indemnified Taxes shown as due and payable with respect to such Tax Return.
Seller shall file or cause to be filed all Seller Tax Returns and shall pay or cause to be paid any Seller Indemnified Taxes shown as due on such Seller Tax Returns.
If Parent Seller disputes any items shown on any such Tax Return affecting Seller Indemnified Taxes, Parent Seller shall notify Purchaser within twenty (20) calendar days (fifteen (15) calendar days in the case of Corresponding Returns) after receiving such Tax Return.
More Definitions of Seller Indemnified Taxes
Seller Indemnified Taxes means (i) any Taxes imposed (x) on a Seller Party or any of their Affiliates or (y) on a Seller Party with respect to Tax periods ending on, after or prior to the Closing Date; (ii) Pre-Closing Taxes or Successor Taxes; (iii) any Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Seller Party (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or foreign law or regulations; (iv) any Taxes of any Person (other than Seller) imposed on a Seller Party as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; (v) any Taxes imposed on, or paid by, Buyer, its Affiliates or a Seller Party as a result of any breach of a representation or warranty by any Seller Party under Section 3.11; (vi) any Losses incurred by Buyer, its Affiliates or a Seller Party attributable to any breach by any Seller Party of any covenant in Section 9; and (vii) the Seller Parties’ liability for Transfer Taxes pursuant to Section 5.11.
Seller Indemnified Taxes means (i) any Excluded Tax Liability, (ii) any Taxes payable for Pre-Closing Tax Periods imposed on any Acquired Company, (iii) any Taxes arising as a result of a breach by Sellers of any covenant in Section 5.12 and (iv) any Transfer Taxes allocated to Sellers pursuant to Section 5.12(f). “Seller Note” has the meaning set forth in Section 2.4(b)(xi).
Seller Indemnified Taxes means (a) any Taxes (i) of the Company or any of its Subsidiaries for any Pre-Closing Tax Period (allocated in respect of a Straddle Period in accordance with Section 7.1); (ii) of any member of the Seller Group (other than the Company or any of its Subsidiaries) for any period, (iii) of Seller or any other Person (other than the Company or any of its Subsidiaries) for which the Company or any of its Subsidiaries is or becomes liable (under Treasury Regulations Section 1.1502-6 or under any similar provision of state, local or foreign Law) as a result of having joined as a member (or having been required to join as a member) of any consolidated, combined, affiliated, aggregate or unitary group prior to the Closing; (iv) of any Person (other than the Company or any of its Subsidiaries) for which the Company or any of its Subsidiaries is or becomes liable as a transferee or successor, as a result of a Contract (other than this Agreement or any Contract entered into in the ordinary course of business the primary subject matter of which does not relate to Taxes) or otherwise by operation of Law; (v) arising out of or resulting from any breach of any covenant or agreement of Seller contained in this Agreement; or (vi) for which Seller is responsible pursuant to Section 7.7 and (b) any reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses attributable to any item described in clause (a); provided, however, that “Seller Indemnified Taxes” shall not include any Buyer Indemnified Taxes.
Seller Indemnified Taxes means (i) any Excluded Tax Liability, (ii) any Taxes payable for Pre-Closing Tax Periods imposed on any Acquired Company, (iii) any Taxes arising as a result of a Exhibit 2.1 breach by Sellers of any covenant in Section 5.12 and (iv) any Transfer Taxes allocated to Sellers pursuant to Section 5.12(f).
Seller Indemnified Taxes means (a) Taxes of the Companies for taxable periods (or portions thereof) ending on or prior to the Closing Date, (b) Taxes of Seller and its Affiliates (other than the Companies), (c) Taxes of any Person imposed on any Company as a result of such Company being a member of an affiliated, combined, consolidated or unitary group on or prior to the Closing Date (including pursuant to Treasury Regulations Section 1.1502-6 or any similar state or local Tax Law), (d) Taxes of any Person imposed on Buyer or any Company as a transferee or successor or otherwise by operation of Law or by Contract (other than any such agreement entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes), which Taxes relate to a transaction, event or circumstance entered into, engaged in or occurring with respect to Seller and its Affiliates (including the Companies) before the Closing and (e) any applicable Transfer Taxes arising out of or in connection with the Transactions that are the responsibility of Seller pursuant to Section 9.01.
Seller Indemnified Taxes means, except to the extent such Taxes are Non-Indemnified Taxes, (a) any Taxes imposed on the Company or Mind Tank, or for which the Company or Mind Tank may otherwise be liable, as a result of having been a member of an Affiliated Group in any Pre-Closing Tax Period or the pre-closing portion of any Straddle Period determined as described in Section 6.03 (including Taxes for which the Company or Mind Tank may be liable pursuant to Treasury Regulations Section 1.1502- 6 or similar provisions of state, local or foreign law as a result of having been a member of an Affiliated Group and any Taxes resulting from the Company or Mind Tank ceasing to be a member of any Affiliated Group); (b) the Seller Members’ share of any Transfer Taxes as set forth in Section 6.11; (c) any Taxes (other than Transfer Taxes) of the Seller Members; and (d) any Taxes imposed on the Company or Mind Tank, or for which the Company or Mind Tank may otherwise be liable, for any Pre-Closing Tax Period (including any Taxes described in Section 965 of the Code), with Taxes for the pre-closing portion of any Straddle Period determined as described in Section 6.03; provided, however, that notwithstanding the foregoing, any such Taxes described in this definition with respect to Mind Tank shall include only Taxes allocable to the Company’s ownership of Equity Interest in Mind Tank.
Seller Indemnified Taxes means any Tax of the Company or its Subsidiaries for or attributable to any Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) and Transfer Taxes allocated to the Seller under Section 6.10(d). Notwithstanding the foregoing, Seller Indemnified Taxes shall exclude the following Taxes: (a) Taxes to the extent specified as a current liability on the Closing Date Net Working Capital; (b) any Transfer Taxes allocated to Purchaser under Section 6.10(d); (c) Taxes to the extent resulting from a breach by the Purchaser of any covenant or other agreement in Section 6.10; (d) Taxes to the extent resulting from a Purchaser Closing Date Transaction; and (e) Taxes to the extent arising in a Post-Closing Tax Period (other than Taxes attributable to a breach of Section 3.16(g)).