Tax Sharing and Indemnity Agreement definition

Tax Sharing and Indemnity Agreement means the Tax Sharing and Indemnity Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation entered into in connection with the Spin-Off Transaction.
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Tax Sharing and Indemnity Agreement means the Tax Sharing and Indemnification Agreement in the form of Exhibit C annexed hereto to be entered into by HTE and DSI. "THIRD-PARTY CLAIM" means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal asserted by a Person who is not a member of the HTE Group or the DSI Group.
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Tax Sharing and Indemnity Agreement means that certain Tax Sharing and Indemnity Agreement dated as of May 14, 1998 between Sony Corporation of America and Company, as such agreement may hereafter be amended, supplemented or otherwise modified in accordance with subsection 7.13A.
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Examples of Tax Sharing and Indemnity Agreement in a sentence

  • Other than the Tax Sharing and Indemnity Agreement between the Borrower and Chaparral Steel Company that was entered into in connection with the Spin-Off Transaction (as defined in the Existing Credit Agreement), neither the Borrower nor any Subsidiary is party to any tax sharing agreement with any party outside the Borrower’s consolidated group.

  • Notwithstanding anything to the contrary in this Tax Sharing and Indemnity Agreement, ESS and Vialta each shall be solely liable for, and shall indemnify and hold harmless the other company from any taxes and related interest and penalties resulting from any action described in this Section 6, regardless of whether the other party has consented to such action.

  • Exhibit B Form of Plan of Arrangement Exhibit C Letter Agreement Exhibit D Form of Tax Sharing and Indemnity Agreement Exhibit E Form of Sony Trademark Agreement Exhibit F Form of Amended and Restated By-laws of LTM Holdings, Inc.

  • Prior to or contemporaneously with the closing of the Rights Offering, DSI and HTE shall execute and deliver, or shall have executed and delivered, to one another the Tax Sharing and Indemnity Agreement, the Registration Rights Agreement and the Services Agreement (collectively, the "Other Agreements").

  • Contemporaneously with the closing of the Rights Offering, DSI and HTE shall execute and deliver to one another the Tax Sharing and Indemnity Agreement, the Registration Rights Agreement and the Services Agreement (collectively, the "Other Agreements").

  • Other than the Tax Sharing and Indemnity Agreement between the Borrower and Chaparral Steel Company, dated as of July 29, 2005, as amended, neither the Borrower nor any Subsidiary is party to any tax sharing agreement with any party outside the Borrower's consolidated group.

  • An example of such event is if one or more persons were to acquire a 50% or greater interest in Husqvarna stock.Electrolux has – as one of the Separation Agreements – con-cluded a Tax Sharing and Indemnity Agreement with Husqvarna.

  • Contemporaneously with the closing of the Rights Offering, ZAP.XXX xxx Zapaxx xxxll execute and deliver to one another the Tax Sharing and Indemnity Agreement, the Registration Rights Agreement and the Services Agreement (collectively, the "Other Agreements").

  • At or prior to the Closing, LTM shall, and SPE shall cause Sony Corporation of America to, enter into and deliver the Tax Sharing and Indemnity Agreement.

  • XXX entered into a Tax Sharing and Indemnity Agreement dated October 20, 1999 (the “Original Agreement”).


More Definitions of Tax Sharing and Indemnity Agreement

Tax Sharing and Indemnity Agreement means the Tax Sharing and Indemnification Agreement in the form of Exhibit D annexed hereto to be entered into by Zapaxx xxx ZAP.XXX.
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Tax Sharing and Indemnity Agreement means the Tax Sharing and Indemnity Agreement to be entered into by Parent, SILLC, the Company and Buyer, substantially in the form of Annex VI to the Securities Purchase Agreement, dated as of the date hereof, by and among Parent, SILLC and Buyer. Words and expressions defined in the Subscription Agreement shall have the same meaning herein, except that, to the extent that such definitions are inconsistent with any definitions in this Agreement, the definitions herein shall take precedence.
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Related to Tax Sharing and Indemnity Agreement

  • 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 Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • Tax Sharing Agreement means any existing agreement binding any Person or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability, other than agreements entered into in the ordinary course of business that do not have as a principal purpose addressing Tax matters.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • 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.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Environmental Indemnity Agreement means the environmental indemnity agreement dated as of the date of this Agreement executed by Borrower for the benefit of the Indemnified Parties and such other parties as are identified in such agreement with respect to the Premises, as the same may be amended from time to time.

  • Tax Protection Agreement means, collectively, (a) that certain Tax Protection Agreement, dated as of October 7, 2013 among the Parent, the Borrower, and the other parties named therein and (b) that certain Stockholders Agreement, dated as of August 23, 2016 among Parent and Q REIT Holding LLC, and the other parties named therein (and specifically, the tax related provisions in Article 6 thereof).

  • 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.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Reinsurance Agreements means any agreement, contract, treaty, certificate or other arrangement by which any Insurance Subsidiary agrees to transfer or cede to another insurer all or part of the liability assumed or assets held by it under one or more insurance, annuity, reinsurance or retrocession policies, agreements, contracts, treaties, certificates or similar arrangements. Reinsurance Agreements shall include, but not be limited to, any agreement, contract, treaty, certificate or other arrangement that is treated as such by the applicable Department.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Tax Agreement means the Tax Exemption Certificate and Agreement with respect to the Bonds, dated the date of delivery of the Bonds, among the Company, the Issuer and the Trustee, as from time to time amended and supplemented.

  • SCM Agreement means the Agreement on Subsidies and Countervailing Measures in Annex 1A to the WTO Agreement;

  • Reinsurance Agreement means any agreement, contract, treaty, certificate or other arrangement whereby any Regulated Insurance Company agrees to transfer, cede or retrocede to another insurer or reinsurer all or part of the liability assumed or assets held by such Regulated Insurance Company under a policy or policies of insurance issued by such Regulated Insurance Company or under a reinsurance agreement assumed by such Regulated Insurance Company.

  • 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;

  • Existing Management Agreement means that certain management agreement between the Seller and the Existing Manager for the operation and management of the Hotel.

  • Secondment Agreement is defined in Section 2.2.