Tax Insurance Policy definition

Tax Insurance Policy means that certain tax insurance policy in respect of the Reorganization, bound by the Tax Insurer and obtained by The Dispatch Printing Company effective as of the date of this Agreement, including the attached excess letter , and attached hereto as Exhibit F.

Tax Insurance Policy has the meaning given to such term in Section 4.13(b).

Tax Insurance Policy in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety as follows:

Examples of Tax Insurance Policy in a sentence

• Complete and accurate copies of all insurance policies maintained by the Company or any Subsidiary of the Company or which pertain to the Company’s or any of its Subsidiaries’ assets, Employees, Consultants or directors or operations, including the Tax Insurance Policy (collectively, the “Insurance Policies”), have previously been made available to Parent.

• Notwithstanding anything herein or in the Merger Agreement to the contrary, (i) the Corporation shall cause the proceeds, if any, received as a recovery under the Buyer Tax Insurance Policy to be transferred directly to the UK Target Companies and (ii) the Corporation shall not be issued any Units, or be treated as having made any Capital Contribution, in respect of such transfer.

• Notwithstanding anything to the contrary in this Agreement, the survival periods set forth in this ARTICLE 13 shall not affect or otherwise limit any claim made or available under the R&W Insurance Policy or the Tax Insurance Policy.

• Buyer shall have received evidence, reasonably satisfactory to Buyer, that the Tax Insurance Policy bound on the date of this Agreement remains in full force and effect and that, effective at the Closing, all conditions to the issuance of the final, executed Tax Insurance Policy have been satisfied.

• The Buyer, with the reasonable cooperation of the Sellers, shall use its good faith efforts to obtain the Tax Insurance Policy at any time prior to August 31, 2007.

More Definitions of Tax Insurance Policy

Tax Insurance Policy means an insurance policy naming Buyer as insured which is obtained by Buyer in accordance with this Agreement for the purpose of providing insurance coverage for breaches of the representations and warranties of the Sellers contained in Section 4.08 and insurance coverage for Tax liability arising from any restructuring undertaken by the Company and/or any Subsidiary prior to the Closing Date.

Tax Insurance Policy means any buyer-side tax insurance policy issued in the name of and for the benefit of Purchaser or Purchaser and one or more of its Affiliates. Membership Interest Purchase and Sale Agreement (Project Dome II)

Tax Insurance Policy means any insurance policy obtained by Parent or its Affiliates with respect to the Contested Dutch Taxes.

Tax Insurance Policy means any tax insurance policy, independently or in the aggregate with other policies, obtained at or prior to Closing by Buyer or any Buyer Parent Entity in connection with the transactions contemplated by this Agreement.

Tax Insurance Policy means any tax insurance policy, independently or in the aggregate with other policies, obtained within thirty (30) days of the Closing Date by Buyer or any Buyer Parent Entity in connection with the transactions contemplated by this Agreement.”

Tax Insurance Policy means that certain Tax Insurance Policy issued by Lloyd’s Insurance, Policy No. AMB00943, issued on May 10, 2012.

Tax Insurance Policy means the tax liability insurance policy or policies with respect to the Transactions, bound and effective as of the Effective Date.