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Tax Allocation and Indemnification Agreement definition

Tax Allocation and Indemnification Agreement means that certain Tax Allocation and Indemnification Agreement, by and between PC Mall and eCost, of even date herewith.
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Tax Allocation and Indemnification Agreement means the Tax Allocation and Indemnification Agreement, dated as of July 23, 2002, by and between IMPCO and Quantum.
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Tax Allocation and Indemnification Agreement means that certain Tax Allocation and Indemnification Agreement between Donnelley and the Company, as in effect on the date hereof or as amended or modified with the consent of the Majority Banks.
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Examples of Tax Allocation and Indemnification Agreement in a sentence

  • Except as provided in Article VII of the Tax Allocation and Indemnification Agreement, (a) eCost shall assume all liabilities with respect to awards granted pursuant to the eCost Option Plans, and (b) the PC Mall Group shall retain all other liabilities with respect to awards granted pursuant to the PC Mall Stock Option Plans (including, but not limited to, awards granted to PC Mall Retained Employees).

  • IMPCO, Quantum and each Affiliate shall bear its own responsibility for payroll tax obligations and for the proper reporting to the appropriate government authorities of compensation earned by their respective employees after the Effective Time, including, subject to Article V of the Tax Allocation and Indemnification Agreement, compensation related to the exercise of stock options.

  • Under such circumstances pay-for- performance plans tie an individual’s pay directly to his or her ability to meet performance targets.

  • Except as provided in Article V of the Tax Allocation and Indemnification Agreement, (a) the Quantum Group shall assume all liabilities with respect to awards granted pursuant to the Quantum 2002 Stock Incentive Plan, and (b) the IMPCO Group shall retain all other liabilities with respect to awards granted pursuant to the IMPCO Stock Option Plans (including, but not limited to, awards granted to IMPCO Retained Employees).

  • This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter contained herein, including without limitation the S Corporation Tax Allocation and Indemnification Agreement dated April 12, 1996, by and between the Company and Stockholder, and the July 5, 1996 Addendum to such Agreements, which Agreement and Addendum are hereby rescinded and canceled.

  • In contrast to the first form, which is concerned with institutions that are directly required for voting to take place, the second form is focused on institutions that have an indirect effect on the strength of the right to vote.The third form of structural rights arises when the right is intelligible only with reference to a system-wide assessment of how power, fairness, or equality ought to be distributed.

  • Xxxxxxxx, RTI, MFCI, and MHCI, acknowledge and agree that, notwithstanding the provisions of Section 9.2, the representations and covenants set forth in Sections 2.1, 2.2, and/or 2.3, as the case may be, shall be supplemented, and such supplement shall be considered as if it were a part of this original Amended and Restated Tax Allocation and Indemnification Agreement, by including those representations and covenants required to be made in connection with the Letter Ruling.

  • The Tax Allocation and Indemnification Agreement, dated as of May 31, 1996, by and between CTI and the Borrower.

  • Master Separation and Distribution Agreement dated , 2004 between the Company and PC Mall Tax Allocation and Indemnification Agreement dated , 2004 between the Company and PC Mall Employee Benefit Matters Agreement dated , 2004 between the Company and PC Mall Administrative Services Agreement dated , 2004 between the Company and AF Services, Inc.

  • That certain Tax Allocation and Indemnification Agreement, dated May 24, 1995, between BGI and Kmart.


More Definitions of Tax Allocation and Indemnification Agreement

Tax Allocation and Indemnification Agreement shall have the meaning specified in Section 2.1(a)(x) hereof.
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Related to Tax Allocation and Indemnification Agreement

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit D, among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Allocation Agreement means the agreement (cfr. Allocation Agreement Form as published on the Fluxys Belgium website) entered into by the TSO, the Network User and the End User and other Network Users, if any, in respect of allocation of quantities taken off or injected by one or more Network Users, at the End User Domestic Point.

  • Indemnification Cap shall have the meaning set forth in Section 8.4(b).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Tax Sharing Agreement means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement, whether written or unwritten (including, without limitation, any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Claims Allocation and Handling Agreement means the agreement of that name approved by XXX;

Most Referenced Clauses

Most Referenced Definitions