Common use of 3Tax Indemnification Clause in Contracts

3Tax Indemnification. From and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and their Indemnified Parties from, against and in respect of any and all Losses (including, in each case, any related interest, penalties, reasonable attorney’s fees and other out-of-pocket expenses, as and when incurred) based upon, arising out of or incurred as a result of (i) any Taxes and any withholding obligations with respect to the sale of the Purchased Shares, including in connection with (x) any lack of validity or revocation of any NOC issued to a Seller or (y) the failure by any Seller to furnish the Purchasers with a copy of an NOC prior to the Closing, (ii) any Tax demand outstanding (disputed or otherwise) or arising in respect of any Tax claim with regard to any Seller, (iii) any Taxes and any withholding obligations with respect to the Company and the MAA Business for all Tax years or periods prior to the Closing, or (iv) without limiting clause (iii) above, any Tax Liability incurred by or claim made upon the Company for all Tax years or periods prior to the Closing with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax Liability arising out of any transactions of the Company or any VAT Liability on account of any licensing or procurement of content or any other business activity of the Company, and any service Tax Liability on account of any business transactions whatsoever. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchasers and/or the Indemnified Parties in respect of any outstanding Losses as set out in items (iii) or (iv) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable law; provided however that the Sellers shall be liable to indemnify the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned. Without prejudice to the foregoing, from and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and the Indemnified Parties from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.3. In this regard, in the event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes due for the period prior to the Closing Date and/or declaring its intention to treat the transfer of any or all of the Purchased Shares to the Purchasers as void under Section 281 of the Income Tax Act, 1961 (a “Tax Notice”):

3Tax Indemnification. From and after the Closing, the Sellers (a)Each Obligor shall indemnify, defend indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to the fullest extent permitted amounts payable under this Section) payable or paid by applicable Lawa Recipient or required to be withheld or deducted from a payment to a Recipient, the Purchasers and their Indemnified Parties from, against any reasonable and in respect of any and all Losses (including, in each case, any related interest, penalties, reasonable attorney’s fees and other documented out-of-pocket expensesexpenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, that, for the avoidance of doubt, no indemnification payment shall be due under this Section 5.8.3 to the extent such payment is duplicative of any payment made by an Obligor. Each Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability (setting forth in reasonable detail the basis and when incurredcalculation of the applicable Tax) based upondelivered to Borrower Agent by a Lender or Issuing Bank (with a copy to Agent), arising out or by Agent on its own behalf or on behalf of or incurred as a result any Recipient, shall be conclusive absent manifest error. Notwithstanding anything herein to the contrary, no Recipient shall be indemnified for any Indemnified Taxes under this Section 5.8.3 unless such Recipient shall make written demand on the Obligors for such reimbursement no later than nine months after the earlier of (i) any Taxes the date on which the relevant Governmental Authority makes written demand upon such Recipient for such Indemnified Taxes, and any withholding obligations with respect to the sale of the Purchased Shares, including in connection with (x) any lack of validity or revocation of any NOC issued to a Seller or (y) the failure by any Seller to furnish the Purchasers with a copy of an NOC prior to the Closing, (ii) any Tax demand outstanding (disputed or otherwise) or arising in respect the date on which such Recipient has made payment of any Tax claim with regard to any Seller, (iii) any Taxes and any withholding obligations with respect to the Company and the MAA Business for all Tax years or periods prior to the Closing, or (iv) without limiting clause (iii) above, any Tax Liability incurred by or claim made upon the Company for all Tax years or periods prior to the Closing with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax Liability arising out of any transactions of the Company or any VAT Liability on account of any licensing or procurement of content or any other business activity of the Company, and any service Tax Liability on account of any business transactions whatsoever. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchasers and/or the such Indemnified Parties in respect of any outstanding Losses as set out in items (iii) or (iv) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable lawrelevant Governmental Authority; provided however that if the Sellers Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the nine month period referred to above shall be liable extended to indemnify include the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned. Without prejudice to the foregoing, from and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and the Indemnified Parties from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.3. In this regard, in the event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes due for the period prior to the Closing Date and/or declaring its intention to treat the transfer of any or all of the Purchased Shares to the Purchasers as void under Section 281 of the Income Tax Act, 1961 (a “Tax Notice”):retroactive effect thereof.

3Tax Indemnification. 4 From and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and their Indemnified Parties from, against and in respect of any and all Losses (including, in each case, any related interest, penalties, reasonable attorney’s fees and other out-of-pocket expenses, as and when incurred) based upon, arising out of or incurred as a result of (i) any Taxes and any withholding obligations with respect to the sale of the Purchased Shares, including in connection with (x) any lack of validity or revocation of any NOC issued to a Seller or an Employee Seller or (y) the failure by any Employee Seller to furnish the Purchasers with a copy of an NOC prior to the Closing, or , (ii) any Tax demand outstanding (disputed or otherwise) or arising in respect of any Tax claim with regard to any Seller, (iii) any Taxes and any withholding obligations with respect to the Company and the MAA Business for all Tax years or periods prior to the Closing, or (iv) without limiting clause (iii) above, any Tax Liability liability incurred by or claim made upon the Company for all Tax years or periods prior to the Closing with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax Liability liability arising out of any transactions of the Company or any VAT Liability liability on account of any licensing or procurement of content or any other business activity of the Company, and any service Tax Liability liability on account of any business transactions whatsoever. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchasers and/or the Indemnified Parties in respect of any outstanding Losses as set out in items item (iii) or (iv) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable law; provided however that the Sellers shall be liable to indemnify the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned. Without prejudice to the foregoing, from and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and the Indemnified Parties from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.3. In this regard, in the event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes due for the period prior to the Closing Date and/or declaring its intention to treat the transfer of any or all of the Purchased Shares to the Purchasers as void under Section 281 of the Income Tax Act, 1961 (a “Tax Notice”):

3Tax Indemnification. 7 From and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and their Indemnified Parties from, against and in respect of any and all Losses (including, in each case, any related interest, penalties, reasonable attorney’s fees and other out-of-pocket expenses, as and when incurred) based upon, arising out of or incurred as a result of (i) any Taxes and any withholding obligations with respect to the sale of the Purchased Shares, including in connection with (x) any lack of validity or revocation of any NOC issued to a Seller or (y) the failure by any Seller to furnish the Purchasers with a copy of an NOC prior to the ClosingClosingany lack of validity or revocation of any NOC, (ii) any Tax demand outstanding (disputed or otherwise) or arising in respect of any Tax claim with regard to any Seller, (iii) any Taxes and any withholding obligations with respect to the Company and the MAA Business for all Tax years or periods prior to the Closing, or (iv) without limiting clause (iii) above, any Tax Liability liability incurred by or claim made upon the Company for all Tax years or periods prior to the Closing with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax Liability liability arising out of any transactions of the Company or any VAT Liability liability on account of any licensing or procurement of content or any other business activity of the Company, and any service Tax Liability liability on account of any business transactions whatsoever. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchasers and/or the Indemnified Parties in respect of any outstanding Losses as set out in items (iii) or and (iv) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable law; provided however that the Sellers shall be liable to indemnify the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned. Without prejudice to the foregoing, from and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and the Indemnified Parties from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.3. In this regard, in the event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes due for the period prior to the Closing Date and/or declaring its intention to treat the transfer of any or all of the Purchased Shares to the Purchasers as void under Section 281 of the Income Tax Act, 1961 (a “Tax Notice”):

3Tax Indemnification. From and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and their Indemnified Parties from, against and in respect of any and all Losses (including, in each case, any related interest, penalties, reasonable attorney’s fees and other out-of-pocket expenses, as and when incurred) based upon, arising out of or incurred as a result of (i) any Taxes and any withholding obligations with respect to the sale of the Purchased Shares, including in connection with (x) any lack of validity or revocation of any NOC issued to a Seller or (y) the failure by any Seller to furnish the Purchasers with a copy of an NOC prior to the Closing, (ii) any Tax demand outstanding (disputed or otherwise) or arising in respect of any Tax claim with regard to any Seller, (iii) any Taxes and any withholding obligations with respect to the Company and the MAA Business for all xxxxxx Tax years or periods prior to the ClosingClosing as prescribed by the statute of limitations, or (iv) without limiting clause (iii) above, any Tax Liability liability incurred by or claim made upon the Company for all xxxxxx Tax years or periods prior to the Closing as prescribed by the statute of limitations with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax Liability liability arising out of any transactions of the Company or any VAT Liability liability on account of any licensing or procurement of content or any other business activity of the Company, and any service Tax Liability liability on account of any business transactions whatsoever. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchasers and/or the Indemnified Parties in respect of any outstanding Losses as set out in items (iii) or (iv) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable law; provided however that the Sellers shall be liable to indemnify the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned. Without prejudice to the foregoing, from and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and the Indemnified Parties from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.3. In this regard, in the event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes due for the period prior to the Closing Date as prescribed by the statute of limitations and/or declaring its intention to treat the transfer of any or all of the Purchased Shares to the Purchasers as void under Section 281 of the Income Tax Act, 1961 (a “Tax Notice”):

3Tax Indemnification. From and after the Closing, the Sellers (a)Each Obligor shall indemnify, defend indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to the fullest extent permitted amounts payable under this Section) payable or paid by applicable Lawa Recipient or required to be withheld or deducted from a payment to a Recipient, the Purchasers and their Indemnified Parties from, against any reasonable and in respect of any and all Losses (including, in each case, any related interest, penalties, reasonable attorney’s fees and other documented out-of-pocket expensesexpenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, that, for the avoidance of doubt, no indemnification payment shall be due under this Section 5.8.3 to the extent such payment is duplicative of any payment made by an Obligor. Each Obligor shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any reason to pay indefeasibly to Agent as required pursuant to this Section. Each Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability (setting forth in reasonable detail the basis and when incurredcalculation of the applicable Tax) based upondelivered to Borrower Agent by a Lender or ​ ​ ​ Issuing Bank (with a copy to Agent), arising out or by Agent on its own behalf or on behalf of or incurred as a result any Recipient, shall be conclusive absent manifest error. Notwithstanding anything herein to the contrary, no Recipient shall be indemnified for any Indemnified Taxes under this Section 5.8.3 unless such Recipient shall make written demand on the Obligors for such reimbursement no later than nine months after the earlier of (i) any Taxes the date on which the relevant Governmental Authority makes written demand upon such Recipient for such Indemnified Taxes, and any withholding obligations with respect to the sale of the Purchased Shares, including in connection with (x) any lack of validity or revocation of any NOC issued to a Seller or (y) the failure by any Seller to furnish the Purchasers with a copy of an NOC prior to the Closing, (ii) any Tax demand outstanding (disputed or otherwise) or arising in respect the date on which such Recipient has made payment of any Tax claim with regard to any Seller, (iii) any Taxes and any withholding obligations with respect to the Company and the MAA Business for all Tax years or periods prior to the Closing, or (iv) without limiting clause (iii) above, any Tax Liability incurred by or claim made upon the Company for all Tax years or periods prior to the Closing with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax Liability arising out of any transactions of the Company or any VAT Liability on account of any licensing or procurement of content or any other business activity of the Company, and any service Tax Liability on account of any business transactions whatsoever. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchasers and/or the such Indemnified Parties in respect of any outstanding Losses as set out in items (iii) or (iv) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable lawrelevant Governmental Authority; provided however that if the Sellers Indemnified Taxes imposed or asserted giving rise to such claims are retroactive, then the nine month period referred to above shall be liable extended to indemnify include the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned. Without prejudice to the foregoing, from and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and the Indemnified Parties from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.3. In this regard, in the event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes due for the period prior to the Closing Date and/or declaring its intention to treat the transfer of any or all of the Purchased Shares to the Purchasers as void under Section 281 of the Income Tax Act, 1961 (a “Tax Notice”):retroactive effect thereof.

3Tax Indemnification. From and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and their Indemnified Parties from, against and in respect of any and all Losses (including, in each case, any related interest, penalties, reasonable attorney’s fees and other out-of-pocket expenses, as and when incurred) based upon, arising out of or incurred as a result of (i) any Taxes and any withholding obligations with respect to the sale of the Purchased Shares, including in connection with (x) any lack of validity or revocation of any NOC issued to a Seller or (y) the failure by any Seller to furnish the Purchasers with a copy of an NOC prior to the Closing, (ii) any Tax demand outstanding (disputed or otherwise) or arising in respect of any Tax claim with regard to any Seller, (iii) any Taxes and any withholding obligations with respect to the Company and the MAA Business for all Tax years or the periods prior to the ClosingClosing as prescribed by the statute of limitations, or (iv) without limiting clause (iii) above, any Tax Liability liability incurred by or claim made upon the Company for all Tax years or the periods prior to the Closing as prescribed by the statute of limitations with respect to any transaction with Related Parties, any transactions in breach or non-compliance of any Consent required or sought under applicable Law from any Tax Authority, any withholding Tax Liability liability arising out of any transactions of the Company or any VAT Liability liability on account of any licensing or procurement of content or any other business activity of the Company, and any service Tax Liability liability on account of any business transactions whatsoever. Notwithstanding the foregoing, the Sellers shall not be required to indemnify the Purchasers and/or the Indemnified Parties in respect of any outstanding Losses as set out in items (iii) or (iv) above to the extent that provision has been made in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company for such applicable Taxes to the fullest extent permitted under applicable law; provided however that the Sellers shall be liable to indemnify the Purchasers and/or the Indemnified Parties in respect the deficit (if any) between the actual Losses and any provision for the same in the Audited Financial Statements, Unaudited Financial Statements or Tax Returns of the Company, as aforementioned. Without prejudice to the foregoing, from and after the Closing, the Sellers shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, the Purchasers and the Indemnified Parties from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any Taxes owed or payable by Sellers or the Company for which indemnification is owed pursuant to this Section 9.3. In this regard, in the event that any Indemnified Party or the Company receives a written communication from a Governmental Authority seeking to recover Taxes due for the period prior to the Closing Date as prescribed by the statute of limitations and/or declaring its intention to treat the transfer of any or all of the Purchased Shares to the Purchasers as void under Section 281 of the Income Tax Act, 1961 (a “Tax Notice”):