Tax Indemnification Agreements definition

Tax Indemnification Agreements means the Tax Sharing Agreement and the Tax ------------------------------ Reimbursement Agreement. Tax Reimbursement Agreement means the Tax Reimbursement Agreement between --------------------------- Stream International and X.X. Xxxxxxxxx, dated the date hereof. Tax Return shall have the meaning ascribed in the Tax Sharing Agreement. ---------- Tax Sharing Agreement means the Tax Sharing Agreement among Stream --------------------- International, MMI Holdings, MMI, CST Holdings and CST, dated the date hereof. Third Party Claim shall have the meaning ascribed in Section 5.4.1. ----------------- Third Party Claim Notice shall have the meaning ascribed in Section 5.4.1. ------------------------ Transfer Date means (i) with respect to any CST Employee described in ------------- clause (a) of the definition of CST Employee, the date hereof, and (ii) with respect to any CST Employee described in clause (b) of the definition of CST Employee, the date on which such CST Employee's employment is transferred from Stream International or any Stream International Subsidiary to CST Holdings or any CST Subsidiary. Unaudited Financial Statements shall have the meaning ascribed in ------------------------------ Section 2.9.
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Tax Indemnification Agreements means any documentary stamp tax and intangible tax agreements executed by Borrower in favor of a Lender from time to time.
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Tax Indemnification Agreements means the Corning/CPS Spin-Off Tax Indemnification Agreement to be entered into between Corning Incorporated and the Borrower, the CPS/CCL Spin-Off Tax Indemnification Agreement to be entered into between the Borrower and Corning Clinical Laboratories Inc. and the CCL/CPS Spin-Off Tax Indemnification Agreement to be entered into between Corning Clinical Laboratories Inc. and the Borrower, each as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms.
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Examples of Tax Indemnification Agreements in a sentence

  • Seller hereby agrees and covenants that any and all Tax Indemnification Agreements that may have been entered into by the Acquired Entities shall be terminated on or before the Closing Date, and no payments to or from the Acquired Entities pursuant to any such Tax Indemnification Agreement shall be made after such termination.

  • Notwithstanding any other provisions in this -------------------- Agreement, in the event and to the extent that there shall be a conflict between the provisions of this Agreement (or any Ancillary Agreement or Conveyancing Instrument) and the provisions of the Tax Indemnification Agreements or the Services Agreements, the provisions of the Tax Indemnification Agreements or the Services Agreements, as the case may be, shall control.

  • This Agreement is intended to provide rights, obligations and covenants in respect of Taxes and, together with the Spin-Off Tax Indemnification Agreements, shall supersede all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof and thereof.

  • The total recovery received by the ------------------ Company pursuant to this Agreement and any of the other Tax Indemnification Agreements between the Company and any former, present or future shareholder of Manhattan LLC with respect to a Final Determination shall not exceed the total Taxes, costs and expenses arising from such Final Determination.

  • CCL and Covance each shall furnish Corning at least sixty (60) days before the due date (including extensions) of any such CI State, Local and Foreign Return with a final copy of the information necessary for Corning to complete such CI State, Local and Foreign Return, prepared in accordance with instructions from Corning and in a manner consistent with prior returns, except to the extent otherwise required by the Spin-Off Tax Indemnification Agreements.

  • Except to the extent otherwise provided herein and in the Spin-Off Tax Indemnification Agreements, for each CI Consolidated Return Period and each CI State, Local and Foreign Return Period, Corning shall be liable for and indemnify CCL and Covance against all taxes due in respect of all CI Consolidated Returns and all CI State, Local and Foreign Returns, subject to reimbursement from CCL and Covance respectively as contemplated by Article 4.

  • CCL and Covance will, and respectively will compel each of the CCL Companies and Covance Companies whose tax information is included in any CI State, Local and Foreign Return to, evidence its agreement to be included in such return on the appropriate form and take such other action as may be appropriate, in the opinion of Corning, to carry out the purposes and intent of this Section 2.02, provided that such actions are not inconsistent with this Agreement or the Spin-Off Tax Indemnification Agreements.

  • Covance shall furnish CCL at least sixty (60) days before any CCL Return is due (with extensions) with a final copy of the information necessary for CCL to complete such CCL Return, prepared in accordance with instructions from CCL and in a manner consistent with prior returns, except to the extent otherwise required by the Spin-Off Tax Indemnification Agreements.

  • To the extent that Participants are domiciled or resident outside of the U.S. or are domiciled or resident in the U.S. but are subject to the tax laws of a jurisdiction outside of the U.S., the Committee shall have the authority and discretion to adopt such modifications and procedures as it shall deem necessary or desirable to comply with the provisions of the laws of such non-U.S. jurisdictions in order to assure the viability of the benefits paid to such Participants.

  • Covance will, and will compel each of the Covance Companies whose tax information is included in any CCL Return to, evidence its agreement to be included in such return on the appropriate form and take such other action as may be appropriate, in the opinion of CCL, to carry out the purposes and intent of this Section 2.03, provided that such actions are not inconsistent with this Agreement or the Spin-Off Tax Indemnification Agreements.


More Definitions of Tax Indemnification Agreements

Tax Indemnification Agreements means the Corning/CPS Spin-Off Tax Indemnification Agreement dated as of December 6, 1996 between Corning Incorporated and the Borrower, the CPS/CCL Spin-Off Tax Indemnification Agreement dated as of December 6, 1996 between the Borrower and Corning Clinical Laboratories Inc. and the CCL/CPS Spin-Off Tax Indemnification Agreement dated as of December 6, 1996 to be entered into between Corning Clinical Laboratories Inc. and the Borrower, each as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms.
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Tax Indemnification Agreements means the Xxxxx Participants Tax Indemnification Agreement and the FlatWorld Tax Indemnification Agreement.
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Tax Indemnification Agreements has the meaning assigned to it in Section 4.15(m).
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Related to Tax Indemnification Agreements

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

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

  • 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 Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • 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).

  • 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.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

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

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Noncompetition Agreements as defined in Section 2.8(a)(iv). "Occupational Safety and Health Law"--any law or regulation designed to provide safe and healthy working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

  • Tax Indemnity means the deed of covenant against taxation, in the Agreed Terms, to be entered into on the Closing Date between the Seller and the Purchaser;

  • Non-Competition Agreements has the meaning set forth in the Recitals.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

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

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

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • 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.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.