Tax Indemnification Claim definition

Tax Indemnification Claim shall have the meaning as defined in Clause 14.2.1.

Tax Indemnification Claim shall have the meaning as defined in the introduction of Section 12.2(a)(aa).

Tax Indemnification Claim has the meaning specified in clause 11.1.1.

Examples of Tax Indemnification Claim in a sentence

• For the avoidance of doubt, this Clause 9.3(d) shall not apply if and to the exent the liability or provision pursuant to the preceding sentence has reduced a Tax Indemnification Claim pursuant to Clause 9.2(b)(v).

• Sellers shall not have any rights under this Clause 12.4 with respect to a specific Indemnifiable Tax and the related Tax proceeding (in particular, the right to participate in meetings) if and to the extent the Purchaser explicitly waives in writing the Tax Indemnification Claim regarding the relevant Indemnifiable Tax.

• If a claim for Taxes, including, without limitation, notice of a pending or threatened tax audit, is made by any Tax Authority (a “Tax Claim”) which, if successful, may result in an Tax Indemnification Claim, the Purchaser shall immediately notify the Vendor in writing of the Tax Claim so that at least fifteen (15) Business Days remain for filing an appeal on the date of the Vendor’s receipt of the Purchaser’s notice.

• The Purchaser shall keep the Vendor fully informed regarding the commencement of any Tax audit or other proceeding which may give rise to a Tax Indemnification Claim.

• Each Seller as an individual obligor (Teilschuldner) in accordance with Clause 16.2 shall pay to the Purchaser or, upon request of the Purchaser, the relevant Group Company, on a pro rata basis pursuant to each Seller's Pro Rata Share an amount equal to any Pre-Effective Date Taxes (the Tax Indemnification Claim).

More Definitions of Tax Indemnification Claim

Tax Indemnification Claim means a claim for indemnification pursuant to Article VII with respect to (x) a breach of the representations and warranties set forth in Section 2.15 and (y) the matters referred to in Section 2.15 of the Company Schedule. “Environmental Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to a breach of the representations and warranties set forth in Section 2.16.

Tax Indemnification Claim means a claim for indemnification pursuant to Article 8 with respect to a breach of the representations and warranties set forth in Section 4.12.

Tax Indemnification Claim has the meaning attributed to such term in Section 8.2(a);

Tax Indemnification Claim means any claim of Purchaser under Section 25.2.

Tax Indemnification Claim has the meaning given to it in Section 15.3(a);

Tax Indemnification Claim. Section 1.11 "Tax Indemnity Shares" Section 1.11 "Third Party Claim" Section 7.2 "Trademarks" Section 2.18 "Trust Fund" Section 3.25 "U.S. GAAP" Section 2.7(a) "Unaudited Financial Statements" Section 2.7(b)

Tax Indemnification Claim has the meaning set out in Clause 9.2(a). Tax Refund has the meaning set out in Clause 9.3(a). Tax Return(s) means any return, declaration, report or notice in written form, relating to any Tax to be filed, including in each case any schedule or attachment thereto, and any amendment thereto. Termination Agreement has the meaning set out in Clause 11.3(b) Third-party Claim has the meaning set out in Clause 8.3(a). Threshold has the meaning set out in Clause 8.7(a). Total Purchase Price has the meaning set out in Clause 3.1(a). Transaction(s) means all transactions contemplated by this Agreement. Transaction Expenses means all third party fees and expenses in connection with this Agreement and the Transaction (including any fees and expenses of legal counsel and accountants, fees and expenses payable to financial advisors, investment bankers, consultants, brokers and other advisors of the Company, but excluding any employment related expenses), in each case including any applicable VAT, which have been incurred by a Group Company based on services ordered until and including the Closing Date. UStG means the German Value Added Tax Act (Umsatzsteuergesetz). VAT means value added tax (Umsatzsteuer). Wage Tax shall mean any Tax, including the employer’s and the employee’s share (Arbeitgeber- und Arbeitnehmeranteil) of social security contributions (Sozialversicherungsbeiträge) or similar public security contributions under the laws of any jurisdiction, in each case on wages or other employment income or otherwise in connection with any employment. Page 13 of 64 2813477 SV\1613529.24