Buyer's Taxes. Buyer is liable for and shall pay, or cause to be paid, or reimburse Seller if Seller has paid, all Taxes applicable to any transaction arising out of this Agreement after the Delivery Point on the sale by Buyer of Energy, Capacity or Ancillary Services. Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes applicable after the Delivery Point.
Buyer's Taxes. Buyer shall pay, or cause to be paid, and Buyer and the Company shall jointly and severally indemnify Seller and its Affiliates against and hold them harmless from any liability for Taxes of Buyer, TPC or the Partnership with respect to any taxable period after the Closing, other than any such Taxes allocable to Seller, pursuant to Section 12.1(c)(ii).
Buyer's Taxes. Buyer shall pay, or cause to be paid, and shall indemnify and defend Seller and its affiliates against and hold them harmless from any liability for Taxes for Tax periods of the Company or any Subsidiary beginning, and portions of Tax periods occurring after the Closing Date, including, without limitation, any such liability with respect to operations of the Company and the Subsidiaries and dispositions of assets by any of them after the Closing Date. For purposes of such Taxes, the principles of Section 13.3.4 hereof shall apply.
Buyer's Taxes. 43 12.5 Miscellaneous.................................................... 43 12.6 Section 338(h)(10) Election Section 754 Election................. 43 12.7
Buyer's Taxes. Buyer shall pay, or cause to be paid, and Buyer and the Subsidiaries shall jointly and severally indemnify Parent and its Affiliates against and hold them harmless from any Liability for Taxes (which shall include, but not be limited to, the utilization of any net operating loss or capital loss or the utilization of any tax credits or other Tax attributes) arising from any action by Buyer or its Affiliates (including the Subsidiaries) from and after the Closing, including, without limitation, any events or transactions referenced in Treasury Regulation Section 1.1502-76(b)(ii), any sale or other disposition of assets of or by the Subsidiaries after the Closing or any Section 338(g) Election made by Buyer with respect to the transactions contemplated by this Agreement without the prior written consent of Parent ("Buyer's Taxes").
Buyer's Taxes. Except as provided in Section 6.3(c), Sellers shall not indemnify or hold harmless any Acquired Company or any of its Related Persons and instead Buyer shall cause the Acquired Companies to pay, or cause to be paid, and Buyer shall indemnify and hold harmless Sellers and its Related Persons from and against any liability for Taxes (which shall include all Taxes for Straddle Periods except for Straddle Period Pre-Closing Taxes) of any Acquired Company or its Related Persons with respect to any taxable period after the Closing Date, including Taxes arising from any sale or other disposition of assets by any Acquired Company after the Closing Date (collectively, “Buyer’s Taxes”). Sellers shall promptly notify Buyer in writing upon receipt by any Seller or any of its Related Persons of notice of any pending or threatened Tax liabilities for which Buyer could be liable under this Section 6.3(f). Buyer shall have the sole right to represent the Sellers’ and their Related Persons’ interests in any Tax matter, including any audit or administrative or judicial proceeding or the filing of any amended return, that involves a Tax liability or potential Tax liability that is indemnifiable under this Section 6.3(f) and the sole right to assume the defense of and the negotiations with the applicable Tax authority with respect to all such Tax matters and all claims or adjustments proposed with respect to any Buyer Taxes.
Buyer's Taxes. If at any time SUFS reasonably determines that any indemnified Claim might adversely affect SUFS, SUFS may take control of the defense. Buyer may not consent to the entry of any judgment or enter into any settlement of a Claim without SUFS’s prior written consent, which may not be unreasonably withheld.
Buyer's Taxes. If at any time SUFS reasonably determines that any indemnified Claim might adversely affect SUFS, SUFS may take control of the defense. Buyer may not consent to the entry of any judgment or enter into any settlement of a Claim without SUFS’s prior written consent, which may not be unreasonably withheld.
17. Site Policies, Modification, and Severability. Please review SUFS’s other polices. These policies also govern Buyer’s use of SUFS Services. SUFS reserves the right to make changes to the site and Agreement at any time. Changes will be effective upon posting of the changes. Buyer is responsible for reviewing and becoming familiar with any changes. Buyer’s use of the Interface following the changes constitutes his/her acceptance of the updated Agreement.
Buyer's Taxes. Buyer shall be liable for and shall pay when due (i) all capital, franchise, foreign, federal, state and local income Taxes with respect to ownership of the Acquired Assets and all other Taxes with respect to the Acquired Assets on or after the Closing Date, (ii) all personal property Taxes, whether or not billed, arising out of or relating to the Furniture, Fixtures and Equipment or the Contracts which are attributed to any period ending after the Closing Date, whether billed or assessed prior to, on or after the Closing, except as required to be paid by Seller pursuant to Paragraph 5.1(c)(iii) all rental, sale, use, goods and services and excise Taxes arising out of or relating to the Contracts and Furniture, Fixtures and Equipment which are attributed to any period after the Closing Date.
Buyer's Taxes. Buyer shall timely prepare and file or cause to be prepared and filed all Tax Returns required by law of ATH and the Subsidiaries that are not required to be prepared and filed by Seller pursuant to Section 7.2
