Tax Indemnities definition

Tax Indemnities the indemnities provided by Clause 7 and the Seventh Schedule hereto;

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Tax Indemnities the indemnities provided by Clause 7 and the Eighth Schedule hereto; "Taxation Statute" any statute, enactment, law, regulation or practice enacted or issued or coming into force providing for or imposing any Taxation; "Vendor Representative"means any person who satisfies all of the following conditions (a) is not an affiliate, director, officer or other employee of the Purchaser or beneficial owner of 10% or more of any class of the equity securities or 10% or more of the equity interest of the Purchaser' (b) has such knowledge and experience in financial and business matters that he is capable of evaluating, alone or together with other Vendor Representatives of the Vendor, or together with the Vendor, the merits and risks of the prospective investment in Purchaser; (c) is acknowledged by the Vendor in writing, during the course of the transaction, to be his Vendor Representative in connection with evaluating the merits and risks of the prospective investment in the Purchaser; and (d) discloses to the Vendor in writing a reasonable time prior to the sale of securities of the Purchaser to that Vendor any material relationship between himself or his affiliates and the Purchaser that then exists, that is mutually understood to be contemplated, or that has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship. "the Vendors' Solicitors" T▇▇▇▇▇ ▇▇▇▇▇ V▇▇▇▇▇▇ B▇▇▇▇▇; "Vendors Warranties" those representations and warranties made to the Purchaser contained or referred to in Clauses 5 and 8 and the Sixth Schedule hereto; "ICTA" the Income and Corporation Taxes A▇▇ ▇▇▇▇; "CAA" the Capital A▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; "IHTA" the Inheritance Tax A▇▇ ▇▇▇▇; "FA" Finance Act; "TCGA" the Taxation of Chargeable Gains A▇▇ ▇▇▇▇; "VATA" the Value Added Tax A▇▇ ▇▇▇▇; "TMA" the Taxes Management A▇▇ ▇▇▇▇.

Tax Indemnities mean the indemnities provided for in Clause 16.10;

Examples of Tax Indemnities in a sentence

Increased Costs, Gross Up and Other Tax Indemnities: Usual for facilities and transactions of this type.
Without detracting from any other limitations of liability set out in this Agreement, Seller shall only be liable under this Agreement in respect of any individual claim, or a series of claims arising from identical facts, to the extent that the liability agreed or determined in respect of such claim or series of claims exceeds EUR 10 million (ten million euro), provided that this limitation shall not apply to any liability of Seller arising under Schedule 8 (Tax Indemnities and Tax matters).
This Deed constitutes the Tax Indemnities referred to in the Agreement as defined in clause 1.1 of the Agreement.
Any breach of the Warranties or Tax Indemnities or misstatement of fact by the Vendors shall not give rise to a right on the part of the Purchaser to rescind or terminate this Agreement after Completion.
The foregoing shall not apply to any Purchaser Claims relating to Tax Indemnities or Vendors’ Fundamental Warranties.
Section 11.01 Tax Indemnities Assigned under Separation and Distribution Agreement.
Consequently the Purchaser's rights under this Agreement, including but not limited to the right to make a claim under the Tax Indemnities, the other Specific Indemnities or the Warranties, shall not be limited, diminished or otherwise affected in any way by the Transfer and Settlement Agreement.
No proceedings for any claim under the Warranties or the Tax Indemnities shall be instituted unless such proceedings shall be in respect of a claim or claims totalling (together with the amount of any such claims previously made) in excess of US$10,000.
The aggregate liability of Seller in respect of all claims under this Agreement shall not exceed EUR 850 million (eight hundred and fifty million), provided that this limitation shall not apply to any liability of Seller arising (a) from a breach of Seller’s Warranty in respect of Paragraphs 1(a), 1(b), 1(e), 2(b)(i) and 2(b)(ii) of Schedule 7 (Part 1), or (b) under Schedule 8 (Tax Indemnities and Tax matters).
For the avoidance of doubt, the remedies for Tax Indemnities are dealt with in Section 16 (Tax Indemnity) which shall replace Section 14.1 (Remedies for Breaches), Sections 14.2, 14.3 and Section 14.4 (Procedures) with respect to Tax Indemnities.

More Definitions of Tax Indemnities

Tax Indemnities has the meaning given in Clause 5.1 of this Schedule;

Tax Indemnities means the indemnities set out in Clause 9 and “Tax Indemnity” means any one of them.

Tax Indemnities has the meaning set forth in Section 6.4(d).

Tax Indemnities has the meaning given in paragraph 2 of schedule 8;