Buyer Liability for Taxes. Buyer shall be liable for (i) any Taxes imposed with respect to the Business or any Transferred Assets for any Post-Closing Tax Period and (ii) Losses directly or indirectly relating to or arising out of any Liability for Taxes imposed with respect to the Business or any Transferred Assets for any Post-Closing Tax Period.
Buyer Liability for Taxes. Buyer shall be liable for (A) any Taxes imposed with respect to the Business or any Transferred Assets or any income or gains derived with respect thereto for any taxable period, or portion thereof, beginning after the Closing Date, (B) Losses directly or indirectly relating to or arising out of any liability for Taxes imposed with respect to the Business or any Transferred Assets or any income or gains derived with respect thereto for any taxable period, or portion thereof, beginning after the Closing Date, and (C) any Transfer Taxes for which Buyer is liable pursuant to Section 5.4(e).
Buyer Liability for Taxes. Buyer hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless the Seller Indemnified Parties from, against, and in respect of any Losses incurred or sustained by, or imposed upon, any such Seller Indemnified Party based upon, arising out of, with respect to or by reason of: (i) Taxes imposed on any of the Transferred Companies or otherwise arising with respect to the Transferred Business with respect to a Post-Closing Tax Period; (ii) Transfer Taxes for which Buyer is responsible pursuant to Section 6.5(e); (iii) Taxes arising from, related to or attributable to the breach of any covenant or agreement of Buyer or any of its Affiliates contained in this Agreement; and (iv) Taxes arising out of any action taken outside the ordinary course of business by Buyer or any of its Affiliates after the Closing but on the Closing Date.
Buyer Liability for Taxes. Subject to Section 6.5(a) above, Section 6.5(c) and Section 6.5(e) below, Buyer shall be liable for (A) all Taxes imposed on the Transferred Entities for any taxable year or period that begins after the Closing Date with respect to such Transferred Entities, and, with respect to any taxable year or period beginning before and ending after the Closing with respect to such Transferred Entities, the portion of such taxable year beginning after the Closing Date with respect to such Transferred Entities, (B) all Taxes imposed in respect of transactions occurring or income, profits or gains earned, accrued or received (or treated for Tax purposes as earned, accrued or received) not in the ordinary course of business on the Closing Date but after the relevant Transferred Entity has been transferred other than Taxes arising as a result of or in connection with (x) transactions contemplated by Section 6.26 of the Seller Disclosure Schedule, or (y) the transfer of the relevant Transferred Entity or (z) any action required to be taken under this Agreement, (C) Taxes of Seller incurred in connection with the issuance and purchase of the Mexico Note as provided in Article II to the extent such Taxes exceed the Taxes that would have been incurred by Seller in connection with the purchase of Mexico Company by Buyer (or the Buyer Affiliate that acquired Mexico Company at the Closing) for an amount of the Cash Consideration equal to the stated principal amount of the Mexico Note, and (D) all liabilities for Taxes to the extent of the amount of Tax provisions recorded pursuant to the requirements of FIN 48 or similar accounting requirements or standards (with respect to the US Bank Group, as such provision is determined with reference to the US Bank Group taken as a whole, and with respect to the Transferred Entities other than the US Bank Group, as such provision is determined in the aggregate) that can be identified as included in the calculation of Closing Net Working Capital, the Closing Regulatory Capital Requirement or the Closing Regulatory Cash Requirement and, without duplication, in relation to any Tax or Loss related to a Tax to the extent that such Tax or Loss can be identified as included in the calculation of Closing Net Working Capital, the Closing Regulatory Capital Requirement or the Closing Regulatory Cash Requirement.
Buyer Liability for Taxes. Subject to Section 6.5(a) above, Section 6.5(c) and Section 6.5(e) below, Buyer shall be liable for (A) all Taxes imposed on the Transferred Entities for any taxable year or period that begins after the Closing Date with respect to such Transferred Entities, and, with respect to any taxable year or period beginning before and ending after the Closing with respect to such Transferred Entities, the portion of such taxable year beginning after the Closing Date with respect to such Transferred Entities, (B) all Taxes imposed in respect of transactions occurring or income, profits or gains earned, accrued or received (or treated for Tax purposes as earned, accrued or received) on the Closing Date but after the relevant Transferred Entity has been transferred other than Taxes arising as a result of or in connection with transactions contemplated by Section 6.26 of the Seller Disclosure Schedule (including any entity classification election with respect to UK Holdings), or the transfer of the relevant Transferred Entity, and (C) all liabilities relating to Taxes taken into account in the calculation of the Closing Regulated Entity Regulatory Capital Statement or the Closing Unregulated Entity Working Capital Statement.
Buyer Liability for Taxes. Buyer hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless the Seller Indemnified Parties from, against, and in respect of any Losses incurred or sustained by, or imposed upon, any such Seller Indemnified Party based upon, arising out of, with respect to or by reason of: (i) Taxes imposed on any of the Transferred Companies with respect to a Post-Closing Tax Period; (ii) Section 338(h)(10) State Taxes for which Buyer is responsible under Section 6.5(p)(iii); (iii) Transfer Taxes for which Buyer is responsible pursuant to Section 6.5(e); and (iv) Taxes arising from, related to or attributable to the breach or nonperformance of any covenant or agreement of Buyer or any of its Affiliates contained in this Agreement.
Buyer Liability for Taxes. Except as provided in Section 5.13(f), Buyer shall be liable for and indemnify Seller for all Taxes imposed on or with respect to the Company (or any successor thereof) or the Business not described in this Section 5.13. No later than thirty days after the Closing Date, Buyer shall pay to Seller any amounts of Taxes for which Buyer is liable under the first sentence of this Section 5.13(b) to the extent actually paid by Seller or any of its Affiliates to any Tax Authority prior to the Closing Date in accordance with applicable Law. To the extent any of the Taxes described in this Section 5.13(b) gives rise to any Tax deduction or Tax credit for Seller or any of its Affiliates, the amount which shall be payable pursuant to this Section 5.13(b) shall be determined in accordance with the principles set forth in Section 7.8(b). Amounts required to be paid pursuant to this Section 5.13(b) by Buyer to Seller shall be paid promptly, but no later than thirty days after the date on which Seller asserts and substantiates its entitlement to payment under this Section 5.13(b) in writing. With respect to any Tax, this indemnity shall survive until the date that is ninety days after the relevant Tax Authority is no longer entitled to assess or reassess any Person in respect of such Tax.
Buyer Liability for Taxes. Buyer shall be liable for (A) any Taxes imposed with respect to the Business or any Transferred Assets or any income or gains derived with respect thereto for any taxable period, or portion thereof, beginning immediately after the Closing Date, (B) Losses directly relating to or arising out of any Liability for Taxes imposed with respect to the Business or any Transferred Assets or any income or gains derived with respect thereto for any taxable period, or portion thereof, beginning after the Closing Date, and (C) any Transfer Taxes for which Buyer is liable pursuant to applicable Law.
Buyer Liability for Taxes. Buyer shall be liable for (A) any Taxes imposed with respect to the Business or any Transferred Assets or any of the assets of the Transferred Subsidiaries or any income or gains derived with respect thereto (i) for any taxable period, or portion thereof, beginning after the Closing Date, and (ii) for the taxable periods, or portions thereof, ended on or before the Closing Date if such Taxes would not have arisen but for a transaction or action (except for any transaction required by this Agreement) carried out or effected in bad faith by Buyer or any Affiliate of Buyer (including, after the Closing, any Transferred Subsidiary), and (B) Losses directly or indirectly relating to or arising out of any liability for Taxes referred to in clause (A) of this Section 5.4(c).
Buyer Liability for Taxes. Buyer shall be liable for (A) any Taxes imposed with respect to the Business, any of the Purchased Assets or any of the Assumed Liabilities, or any income or gains derived with respect thereto for any taxable period, or portion thereof, beginning after the Closing Date, and (B) Losses directly or indirectly relating to or arising out of any liability for Taxes imposed with respect to the Business, any of the Purchased Assets or any of the Assumed Liabilities, or any income or gains derived with respect thereto for any taxable period, or portion thereof, beginning after the Closing Date.
