Tax Indemnity Claim definition

Tax Indemnity Claim means a Claim for indemnification under Schedule 5;

Tax Indemnity Claim means any claim under paragraph 2 of Schedule 7 (Tax);

Tax Indemnity Claim means any claim for indemnity under Section 10.9.

Examples of Tax Indemnity Claim in a sentence

• Without limitation, this provision applies to any Tax Indemnity Claim.

• This clause 11.1(a) applies regardless of whether or not the applicable Warranty Claim or Tax Indemnity Claim is covered by the W&I Insurance Policy.

• The sole recourse of the Purchaser in respect of any Warranty Claim or Tax Indemnity Claim shall be the W&I Insurer under the W&I Insurance Policy.

• The Seller shall not be liable for any Claim (other than a Tax Indemnity Claim) to the extent that allowance, provision or reserve has been made in the Accounts in respect of the matter to which such liability relates.

• Each of the Stockholders hereby agrees to indemnify and hold Acquisition Sub and ARC harmless from, and to reimburse Acquisition Sub and ARC for, any Tax Indemnity Claim.

More Definitions of Tax Indemnity Claim

Tax Indemnity Claim means a claim pursuant to the indemnity in Schedule 7;

Tax Indemnity Claim means a claim by the Relevant Purchasers or any of them under the Tax Indemnity;

Tax Indemnity Claim means any claim for breach of the Tax Indemnity;

Tax Indemnity Claim means a claim under the Tax Indemnity.

Tax Indemnity Claim means a claim against the Seller under or in connection with Schedule 27 (Tax Matters).

Tax Indemnity Claim. Means any claim for indemnification pursuant to the Tax Indemnity.

Tax Indemnity Claim means any tax, penalty and interest ("Taxes") imposed on ARC or Acquisition Sub by any taxing authority as a result of the Merger failing to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code and all costs and expenses of Acquisition Sub or ARC (including, without limitation, all reasonable fees and disbursements of counsel) related to addressing or contesting such Taxes. The provisions of Sections 11.3 and 11.4 shall apply to all Tax Indemnity Claims to the same extent as if the term Tax Indemnity Claim were substituted for the term Acquisition Sub Indemnity Claim (or their respective plurals) throughout such sections; provided, however, that the Stockholders shall not be entitled to settle, either administratively or after commencement of litigation, any Tax Indemnity Claim that would adversely affect the tax liabilities of ARC or Acquisition Sub for any taxable period ending after the Effective Time without the prior written consent of ARC. Notwithstanding the foregoing, any Tax Indemnity Claim shall be payable by the Stockholders only in the event, and to the extent, that the amount of the Tax Indemnity Claim exceeds $50,000. The provisions of this Section 11.7 shall survive until the 180th day after the sixth anniversary of the Closing Date, except with respect to Tax Indemnity Claims related to any period for which the applicable statute of limitations has been extended or waived beyond such date, in which case these provisions shall survive until the 90th day after the expiration of such extension or waiver.