Tax Indemnity definition

Tax Indemnity means the deed of covenant against Taxation in the Agreed Terms to be entered into at Closing;

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Tax Indemnity means the indemnity given by the Vendors under clause 10.

Tax Indemnity the deed of indemnity to be given by each of the Vendors in favour of the Purchaser and the Group in such form and substance as may be satisfactory and acceptable to the Purchaser;

Examples of Tax Indemnity in a sentence

• For the avoidance of doubt, in such case no Seller shall be liable for a Breach or claims under a Specific Indemnity, a Specific Tax Indemnity or the Tax Indemnity.

• The Purchaser may claim, in whole or in part, under the Tax Indemnity or the Tax Warranties at its discretion but it may not recover from the Sellers more than once in respect of the same damage.

• The Sellers will cease to be liable under the Tax Indemnity, unless written notice of a claim has been served by the Purchaser to the Sellers within nine (9) months following the later of (x) the applicable statutory limitation period (including formal extensions of such period by any Tax Authority) and (y) the termination of good faith negotiations with respect to the claim as confirmed by the Sellers to the Purchaser in writing.

• Any claims of the Purchaser vis-à-vis a Seller under a Specific Tax Indemnity may, if and to the extent possible at the time of the notice of the Specific Tax Indemnity claim, be satisfied by way of set-off against any Deferred Purchase Price Amounts payable to such Seller in accordance with Clause 21.14 (for the avoidance of doubt, subject to the applicable limitations as contemplated by this Agreement).

• The provisions set forth in Clauses 11.2 (Several liability), 11.5, including 11.5.2, (Maximum liability), 11.9 (Subsequent recovery), 11.10 (No cumulation), 11.11 (Tax benefits), 11.12 (Mitigation) and 15 (W&I Insurance) of this Agreement apply mutatis mutandis with respect to a Seller's liability under the Tax Indemnity other than the Specific Tax Indemnities.

More Definitions of Tax Indemnity

Tax Indemnity has the meaning set forth in Section 4.04.

Tax Indemnity means the deed of covenant against Taxation in the Agreed Terms to be entered into on or around the date of this Agreement and a “Tax Indemnity Claim” means a claim for breach of, or under, the Tax Indemnity;

Tax Indemnity means the indemnity relating to Tax in Schedule 13 (Tax Indemnity);

Tax Indemnity means the indemnity set out in paragraph 2 of Schedule 7 (Tax);

Tax Indemnity has the meaning set forth in Section 11.6.

Tax Indemnity means the indemnity given by the Vendor to the Purchaser under clause 8.5. Tax Law means any law relating to either Tax or Duty as the context requires. Tax Relief means any refund, credit, offset, relief, allowance, deduction, rebate, recoupment, compensation, Tax loss, right to repayment or other benefit or saving in relation to Tax and includes any amount otherwise payable which reduces, offsets, discharges or satisfies a Liability for Tax.

Tax Indemnity means that certain indemnity payable by Holdings and Borrower to certain shareholders of Holdings in respect of certain tax matters as set forth in that certain Indemnification Agreement dated as of December 1, 2004 among Holdings, Whitney Strategic Partners V, L.P., Whitney Private Debt Fund, L.P., Green River Offshore Fund, CCG Investments (BVI), L.P., CCG Associates-QP, LLC, CCG Associates-AI, LLC, CCG AV, LLC-Series C, CCG AV, LLC-Series E, CCG CI, LLC, and GGC Administration, LLC.