Tax Indemnified Person definition

Tax Indemnified Person has the meaning set forth in Section 4.1.7(a).

Tax Indemnified Person shall have the meaning specified in Section 10.03(a).

Tax Indemnified Person means the Purchaser, its directors and its ‘Principal Officer(s)’ as defined under Section 2(35) of the IT Act.

Examples of Tax Indemnified Person in a sentence

• Such notice must set out the information with respect to the Tax Assessment that is then available (without the incurring of material additional obligations or expenses which are not reimbursed by the Seller) to the Tax Indemnified Person.

• If the Tax Indemnified Person fails to give such timely notice to the Tax Indemnifying Person, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit if such failure to give notice materially adversely affects the Tax Indemnifying Person’s right to participate in the Tax Audit.

• The Tax Indemnified Person will give the Tax Indemnitor such information with respect to the Tax Claim as the Tax Indemnitor may reasonably request.

• If the Tax Indemnified Person fails to give such timely notice to the other party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit if such failure to give notice adversely affects the other party’s rights to participate in the Tax Audit.

• The Purchaser and Tax Indemnified Person shall provide the Seller with such information with respect to the Tax Liability as may become available to the Purchaser and Tax Indemnified Person and the Purchaser and Tax Indemnified Person shall cooperate with the Seller in the conduct of all Tax Proceedings relating to any Tax Assessment and related inquiries or investigations.

• If, pursuant to this Section 10.5(c), the Tax Indemnified Person undertakes any Tax Proceedings in respect of any such Tax Assessment, the Tax Indemnified Person may not cease to defend, settle or otherwise dispose of the Tax Proceeding without the consent of the Seller, which consent is not to be unreasonably withheld.

• The Seller shall provide to the Tax Indemnified Person information with respect to the Tax Liability as may become available to the Seller and the Seller shall cooperate with the Tax Indemnified Person to the extent reasonably requested in the conduct of all Tax Proceedings relating to any such Tax Assessment, and related inquiries and investigations.

• If the total of the amounts previously paid by the Seller in respect of such Tax Liability is less than the amount so determined to be the amount of the Tax Liability, the Seller shall promptly (and, in any event, within 30 days of the time that the Purchaser notifies the Seller of the amount of the Tax Liability) pay to the Tax Indemnified Person the amount of the Tax Liability less the total of the amounts previously paid.

• If the Tax Indemnified Person fails to give such timely notice to the other Party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent such failure to give notice materially adversely affects the other Party’s right to participate or meaningfully defend in the Tax Audit.

• If the Tax Indemnified Person fails to give such timely notice to the other party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent that such failure to give notice materially and adversely affects the other party’s right to participate in or meaningfully defend the Tax Audit.

More Definitions of Tax Indemnified Person

Tax Indemnified Person has the meaning given such term in Section 7.11(d).

Tax Indemnified Person has the meaning ascribed thereto in Section 5(m)(xiii).