Tax Survival Period definition

Tax Survival Period has the meaning given such term in Section 7.5.
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Tax Survival Period has the meaning set forth in Exhibit C.
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Tax Survival Period means the period from the Closing Date until the date which is one month following the latest of (a) the date upon which liability to which any claim regarding Taxes pursuant to this Agreement and the Tax Matters Agreement may relate is barred by all applicable statutes of limitations (after taking into account any extensions thereto made in accordance with the Tax Matters Agreement), (b) the date upon which any claim for refund or credit related to any such claim is barred by all applicable statutes of limitations (after taking into account any extension thereto made in accordance with the Tax Matters Agreement), and (c) with respect to any Covered Liabilities arising from Taxes for which indemnity is being sought under Article XI hereof at the expiration of the periods described in the preceding clauses (a) and (b), the date of a final determination in such proceeding with respect to such indemnification claim.
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Examples of Tax Survival Period in a sentence

  • The representations and warranties in Sections 5.1, 5.2, 5.3 or 5.4 shall be true on the Closing Date, and such representations and warranties shall survive the Closing Date for the Survival Period or the Tax Survival Period, as applicable, for the benefit of the Party for which such representations and warranties were made.

  • In the event notice of any claim for indemnification shall have been given within the applicable Tax Survival Period and such claim has not been finally resolved by the expiration of such Tax Survival Period, the representations, warranties, covenants or agreements that are the subject of such claim shall survive, solely for purposes of such claim, until such claim is finally resolved.

  • For the avoidance of doubt, if a net Tax benefit is realized during the Tax Survival Period with respect to a Loss after an indemnity payment has been made, the Indemnified Party will promptly pay over that value of such net Tax benefit.

  • However, such Claim Notice must, in all events, be given no later than 30 days after expiration of the Survival Period or the Tax Survival Period, as the case may be.

  • Notwithstanding anything herein to the contrary, this Section 4.10(g) shall survive until the end of the Tax Survival Period.

  • Except as set forth in the immediately preceding sentence, no claim for indemnification under this Article VII shall be brought after the end of the Survival Period or the Tax Survival Period, as the case may be.

  • If any portion of the Exchange Fund remains unclaimed by the Stockholders or Optionholders thirty (30) days after the later of (i) the Tax Survival Period and (ii) the final distribution of all amounts pursuant to the Escrow Agreement and the Administrative Escrow Fund, such portion shall be paid to Parent, and the Exchange Fund shall be closed; and thereafter, this Agreement shall terminate.


More Definitions of Tax Survival Period

Tax Survival Period has the meaning set forth in Section 14.3.2 herein.
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Tax Survival Period has the meaning given to such term in Section 8.1.
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Tax Survival Period shall have the meaning set forth in Section 11.1.
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Related to Tax Survival Period

  • Survival Period has the meaning set forth in Section 11.1.

  • Survival Date has the meaning set forth in Section 9.1.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Revival Period means the period of five consecutive years from the date of discontinuance of the Policy, during which period the Policyholder is entitled to revive the Policy, which was discontinued due to the non-payment of Premium, in accordance with the terms of Revival of a Policy.

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnity Period means the period during which the results of the business are affected resulting from the occurrence beginning with the date of the accident causing injury but not exceeding the maximum indemnity period

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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

  • Claims Period means the period during which a claim for indemnification may be asserted hereunder by an Indemnified Party.

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

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

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • 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.

  • Tax Matters means all tax matters including criminal tax matters,

  • 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.

  • 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.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Defects Liability Period (Warranty Period) means the period stated in the Schedule A Special Stipulations, following the taking over, during which the Contractor is responsible for making good defects and damage in accordance with Clause 15.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.