Tax Indemnity Amounts definition

Tax Indemnity Amounts has the meaning set out in Clause 8.3 (Tax Indemnity).
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Tax Indemnity Amounts is defined in Section 23(a).
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Tax Indemnity Amounts is defined in Section 14.3(a).
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Examples of Tax Indemnity Amounts in a sentence

  • The Borrower shall, on the date of prepayment, pay all accrued and unpaid interest, any Additional Amounts and any Tax Indemnity Amounts (each only with respect to the amount subject to such prepayment), as of such date of prepayment and all other amounts payable to the Lender hereunder in connection with such prepayment.

  • If the Lender intends to make a claim for any Tax Indemnity Amounts pursuant to Clause 8.3 (Tax Indemnity), it shall notify the Borrower thereof; provided that nothing herein shall require the Lender to disclose any confidential information relating to the organisation of its affairs.

  • The Borrower may (without premium or penalty), if it is required to make any payment by way of indemnity under Clause 10.1 (Increased Costs), subject to giving to the Lender not less than 30 calendar days’ prior written notice to that effect, prepay the whole, but not part only, of the amount of the Loan, together with any amounts then payable under Clause 10.1 (Increased Costs) and accrued and unpaid interest, any Additional Amounts and Tax Indemnity Amounts, if any.

  • For the avoidance of doubt, the provisions of this Clause 8.2 shall not apply to any withholding or deductions of Taxes with respect to the Loan which are subject to payment of Additional Amounts under Clause 8.1 (Additional Amounts).If the Lender intends to make a claim for any Tax Indemnity Amounts, it shall promptly notify the Borrower thereof.

  • Not later than noon (London time) one Business Day prior to each Interest Payment Date the Borrower shall pay all accrued and unpaid interest, any Additional Amounts, and any Tax Indemnity Amounts, calculated to the last day of each Interest Period, on the outstanding principal amount of the Loan to the Account.

  • Subject to Clause 15.2 (Rights of Lender upon occurrence of an Event of Default), not later than noon (London time) one Business Day prior to the Repayment Date, the Borrower shall repay in full the outstanding principal amount of the Loan and, to the extent not already paid in accordance with Clause 5.1 (Payment of Interest), all accrued and unpaid interest, any Additional Amounts, and any Tax Indemnity Amounts, calculated to (but excluding) the last day of the last Interest Period.

  • Notwithstanding anything to the contrary herein, Tax Indemnity Amounts shall be payable pursuant to this Section 7 only to the extent that the net amount that would otherwise be received by a Holder with respect to a payment by a Foreign Guarantor pursuant to this Guaranty, after such Foreign Guarantor has deducted or withheld any Non-U.S. Taxes as required by law, is less than the net amount such Holder would have received had such payment been made by the Company on the applicable Notes.

  • If the conditions set forth in either subparagraph a or subparagraph b are met, Prime shall remain liable for any Tax Indemnity Amounts with respect to such event.

  • The immediately preceding sentence shall apply notwithstanding the maximum Tax Indemnity Amounts set forth in Paragraph 3 of this Agreement, the limitations of Paragraph 9 of this Agreement or any other provision of this Agreement.

  • For the avoidance of doubt, the provisions of this Clause 8.2 shall notapply to any withholding or deductions of Taxes with respect to the Loan which are subject to payment of Additional Amounts under Clause 8.1 (Additional Amounts).If the Lender intends to make a claim for any Tax Indemnity Amounts, it shall promptly notify the Borrower thereof.


More Definitions of Tax Indemnity Amounts

Tax Indemnity Amounts is defined in SECTION 8.8.
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Tax Indemnity Amounts is defined in Section 6.
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Tax Indemnity Amounts has the meaning set out in Section 2.09(1).
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Tax Indemnity Amounts has the meaning ascribed thereto in Section 5.11;
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Tax Indemnity Amounts is defined in Section 14.3(a). “Tax Refund” is defined in Section 14.3(b).
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Tax Indemnity Amounts means any payment required to be made under clause 7.3.1 and, to the extent it relates to a withholding or deduction in respect of a payment to a Noteholder, clause 7.3.3 of the Subordinated Loan Agreement;
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Related to Tax Indemnity Amounts

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • 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 Indemnity means the deed of covenant against taxation, in the Agreed Terms, to be entered into on the Closing Date between the Seller and the Purchaser;

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

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(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.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • 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).

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Withheld Amounts shall have the meaning assigned to such term in Section 3.

  • Loss Adjustment Expense means costs and expenses incurred by the Company in connection with the investigation, appraisal, adjustment, settlement, litigation, defense or appeal of a specific claim or loss, or alleged loss, including but not limited to:

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.