Tax Indemnification Event definition

Tax Indemnification Event means a Final Determination having been made by a Governmental Authority or a court of competent jurisdiction regarding a liability for Taxes.
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Tax Indemnification Event has the meaning set forth in Section 5.2(c)(i). (wwwww) “Tax Return” means any return, declaration, report, estimate, claim for refund, or information return or statement relating to, or required to be filed in connection with, any Taxes, including any schedule, form, attachment or amendment. (xxxxx) “Third Party Claim” has the meaning set forth in Section 6.3. (yyyyy) “Threshold Amount” has the meaning set forth in Section 6.5(a).
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Tax Indemnification Event has the meaning set forth in Section 8.4(b).
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Examples of Tax Indemnification Event in a sentence

  • Such notice shall contain factual information (to the extent known to the recipient party) with respect to the Tax Indemnification Event in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect thereof.

  • Such notice will contain factual information (to the extent known to the Tax Indemnitee or its Affiliates) with respect to the Tax Indemnification Event in reasonable detail and will include copies of any notice or other written communication received from any Taxing Authority in respect thereof.

  • If Seller elects to direct a Contest it shall within 15 business days of receipt of the notice of the Tax Indemnification Event relating to such Contest notify Buyer of its intent to do so and, if requested by Buyer, Seller shall furnish to Buyer in due course, as a condition to further pursuing such Contest, an opinion of Seller's independent Tax counsel to the effect that Seller has a reasonable basis to pursue such Contest.

  • Such notice shall contain factual information (to the extent known to Buyer or the Company) with respect to the Tax Indemnification Event in reasonable detail and shall include copies of any notice or other document received from any Taxing authority in respect thereof.

  • If the Sellers elect to direct a Tax Contest, they shall promptly notify the Purchaser of their intent to do so and in any event within sixty (60) days of receipt of the notice of the Tax Indemnification Event relating to such Tax Contest.

  • If the Shareholders elect to direct any Tax Audit as permitted under the first sentence of this Section 5.2(c)(ii), they shall promptly notify the Buyer of the intent to do so and in any event within sixty (60) days of receipt of the notice of the Tax Indemnification Event relating to such Tax Audit.

  • Such notice shall contain factual information (to the extent known to the Buyer or its Affiliates) with respect to the Tax Indemnification Event in reasonable detail and shall include copies of any notice or other document received from any Governmental Entity in respect thereof.

  • Such notice shall contain factual information (to the extent known to the Purchaser or its Affiliates) with respect to the Tax Indemnification Event in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect thereof.


More Definitions of Tax Indemnification Event

Tax Indemnification Event is defined in Section 6.3(a).
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Tax Indemnification Event is defined in Section 9.14(a).
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Tax Indemnification Event means a Final Determination having been made regarding a liability for Taxes. “Tax Proceeding” means any audit, examination, contest, litigation or other Proceeding relating to Taxes.
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Tax Indemnification Event means a Final Determination having been made by a Governmental Entity or a court of competent jurisdiction regarding a liability for Indemnifiable Taxes. “Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, vouchers and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Termination Date” has the meaning set forth in Section 9.01(a)(iv). “Termination Fee” has the meaning set forth in Section 9.03(c). “Trade Control Laws” means all Laws related to sanctions and import or export controls of any jurisdiction, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Criminal Code (Canada), the Export and Import Permits Act (Canada), the Customs Act (Canada), the Defence Production Act (Canada) the Foreign Extraterritorial Measures Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or any regulations issued under any of the foregoing or any rules or regulations of the U.S. Department of the Treasury Office of Foreign Assets Control, the U.S. Department of Commerce Bureau of Industry and Security, U.S. Customs and Border Protection or the U.S. State Department. “Transaction” means the transactions contemplated by this Agreement and/or any Related Document. “Transaction Personal Information” means the Personal Information in the custody or control of a Seller or an Acquired Entity that is disclosed to Buyer at or before Closing. “Union Employee Plan” means each Employee Plan that is sponsored, maintained or administered by a labour union, trade union, employee association or employee organization or group which
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Tax Indemnification Event is defined in Section 8.1(c).
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Related to Tax Indemnification Event

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

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

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • 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).

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

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

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

  • 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 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.

  • 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 Threshold has the meaning set forth in Section 11.5.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

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

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • 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.

  • Tax Indemnitee as defined in Section 3.01(5).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • 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.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • 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.