Tax Indemnities. (a) From and after the Closing Date, the Seller shall indemnify and hold the Purchaser and each Pershing Company and their respective officers, directors, employees and agents harmless against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date (including, without limitation, any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller's affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date, including the pre-Closing portion of any Straddle Period because of a breach by the Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v).
Tax Indemnities. (a) If CCL, or another member of the CCL Group (collectively the "Indemnifying Party") shall take any action prohibited by Article 1 or shall violate a representation or covenant contained in Article 1, and either of the Distributions or any of the Other Transactions shall fail to qualify for the tax treatment stated in the IRS Ruling primarily as a result of such action or violation, then the Indemnifying Party shall (jointly or severally) indemnify and hold harmless Corning and each member of the Corning Group (collectively the "Indemnified Party") against any and all Taxes imposed upon or incurred by the Indemnified Party as a result of the failure, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on shareholders of Corning to the extent any shareholder or shareholders of Corning successfully seek recourse against the Indemnified Party on account of any such failure, or any liability for such Taxes which the Indemnified Party may assume or otherwise provide for.
Tax Indemnities. 44 SECTION 7.02. Refunds and Tax Benefits............................................................46 SECTION 7.03. Contests............................................................................47 SECTION 7.04. Preparation of Tax Returns..........................................................48 SECTION 7.05. Cooperation and Exchange of Information.............................................48 SECTION 7.06. Conveyance Taxes....................................................................49 SECTION 7.07. Section 338(h)(10) Election.........................................................40
Tax Indemnities. The [**] withholding Tax indemnities are specified in Schedule III hereto, which provisions are incorporated herein by reference.
Tax Indemnities. 76 SECTION 40. Lessee Lender Protections.........................................86 SECTION 41. Financeable Sites and Severed Leases..............................89 SECTION 42. Global Parent Guaranty............................................92
Tax Indemnities. (a) The Seller shall be responsible for and shall indemnify and hold the Purchaser and its Affiliates harmless against all Excluded Taxes and associated expenses. The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against all Taxes and associated expenses other than Excluded Taxes.
Tax Indemnities. (a) From and after the Closing Date, ---------------- without duplication, the Seller shall indemnify the Buyers and the Spirits Subsidiaries against (i) all Income Taxes (including reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in connection therewith, and determined on a tax-affected basis, as calculated under Section 10.6(a)) imposed on or payable by any of the Asset Sale Subsidiaries or the Spirits Subsidiaries (A) with respect to any taxable period or portion thereof that ends on or before the Closing Date (including any Income Taxes allocated to such period under Section 7.1(d) hereof), (B) under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law) by reason of any of the Spirits Subsidiaries being included in any consolidated, affiliated, combined or unitary or other similar group for tax purposes with the Seller or its Affiliates at any time on or before the Closing Date, (C) pursuant to any contract or agreement with any third party for indemnification of Income Taxes entered into by any Spirits Subsidiary prior to the Closing Date, and (D) without duplication, (I) any Income Taxes payable as a result of elections referred to in Section 7.8, (II) any Income Taxes for any taxable period or portion thereof that ends on or before the Closing Date payable as a result of any Spirits Subsidiary ceasing to be a member of a consolidated, affiliated, combined or unitary or other similar group for Tax purposes with the Seller or its Affiliates, (III) any Income Taxes for any taxable period or portion thereof that ends on or before the Closing Date arising from the UK Reorganization, (IV) for clarification, any Income Taxes for any taxable period or portion thereof that ends on or before the Closing Date in respect of matters that are set forth on Schedule 4.18 and (ii) any stamp duty or stamp duty reserve tax payable in relation to the UK Reorganization. No indemnity shall be provided under this Section 7.1(a) for any Income Taxes resulting from any transaction of any of the Spirits Subsidiaries (A) occurring on the Closing Date after the Closing that is not in the ordinary course of business or (B) occurring after the Closing Date.
Tax Indemnities. Subject to the terms and conditions of Section 7.9, in addition to the indemnification provided under Section 7.9, from and after the Closing Date and until the third anniversary of the Closing Date, the Selling Shareholders shall jointly and severally indemnify and save the Purchaser and the Company harmless from all Damages attributable to (A) federal, state, local and foreign Taxes imposed on Delta, the Purchaser or the Company or any of its Subsidiaries (1) for any period that ends on or before the Closing Date (the "PRE-CLOSING PERIOD") (or for any period beginning before and ending after the Closing Date to the extent allocable under Section 7.10(c)(ii) to the portion of such period beginning before and ending on the Closing Date) on account of or with respect to the income, assets or activities of the Company or any such Subsidiary to the extent such Taxes are not reflected in the amount of Company Net Debt, (2) resulting by reason of the several liability of the Company pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local, foreign law or regulation by reason of the Company being or having been a member of any consolidated, combined or unitary group on or prior to the Closing Date, (3) resulting from the actual or deemed transfer prior to the Closing of assets, properties and businesses by or to the Company, or the consummation prior to the Closing of any other actions or transactions contemplated by this Agreement, or (4) resulting from the breach of any of the Company's representations and warranties made in Section 4.12, (B) sales or use Taxes payable by the Company or any Subsidiary, or for which the Company has responsibility for withholding and payment, for any Pre-Closing Period, and (C) withholding and payroll Taxes payable by the Company or any Subsidiary, or for which the Company has responsibility for withholding and payment, for any Pre-Closing Period.
Tax Indemnities. (a) Parent shall be responsible for and shall indemnify and hold the Purchaser, Master LLC and their respective Affiliates harmless against all Losses arising out of or arising from any (i) Excluded Tax and (ii) any breach by Parent or any of its Affiliates of any covenant by Parent or its Affiliates set forth in this Article VII. Master LLC and the Companies shall be responsible for and shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of Taxes (other than Excluded Taxes) of Master LLC or the Companies (or attributable to the operation of their businesses) that are imposed on Parent or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to the Parent Members or their Affiliates pursuant to the LLC Agreement or otherwise as a result of Parent Members’ capacity as members of Master LLC. Master LLC and the Companies shall also be responsible for and shall indemnify Purchaser and its Affiliates harmless against all Losses arising out of Taxes of Master LLC or the Companies (or attributable to the operation of their businesses) that are imposed on Purchaser or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to the Purchaser or their Affiliates pursuant to the LLC Agreement or otherwise as a result of the Purchaser’s capacity as a member of Master LLC. Master LLC and the Companies shall indemnify and hold the Purchaser, Parent and their respective Affiliates harmless against all Losses arising out of or arising from any breach by Master LLC or any Company of any covenant by Master LLC or any Company to such indemnified person or its Affiliates set forth in this Article VII. The Purchaser shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of or arising from any breach by the Purchaser or its Affiliates of any covenant by the Purchaser or its Affiliates set forth in this Article VII. For purposes of this Section 7.01(a), Master LLC and the Companies shall not be considered Affiliates of the Purchaser.
Tax Indemnities. (a) From and after the Closing Date, Seller agrees to indemnify Purchaser, against all Taxes (i) imposed on Seller or any member of an affiliated group with which Seller files a consolidated or combined income tax return with respect to any taxable period for which Seller or any member of an affiliated group with Seller files (or is required by law to file) an income tax return, and (ii) imposed on Seller with respect to any taxable period or portion thereof that ends on or as of the Closing Date with respect to the Subject Business Assets.
