Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. Following the CPI Merger Effective Time and subject to the terms and conditions of this Agreement, each Stockholder will severally (but not jointly) indemnify, defend and hold harmless Buyer Group from and against all Taxes of CPI and Damages with respect thereto (i) with respect to all periods ending on or prior to the Closing Date and, (ii) with respect to any period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date (such portion, a "Pre-Closing Partial Period") and (iii) all Damages as a result of a material breach of any representation or warranty set forth in Section 5.1(f) of the Merger Agreement, in each case in an amount equal to each Stockholder's Percentage Share of the Taxes or Damages so incurred or suffered. Notwithstanding anything contained herein to the contrary, the Parties agree that the transactions contemplated by the Merger Agreement are intended to be treated for federal, state and local income tax purposes as a sale by the Stockholders of Recapped Shares to Parent and therefore that such transactions should not give rise to a federal, state or local income tax liability to CPI. The Stockholders shall have no obligation to indemnify, defend and hold harmless the Buyer Group from any Taxes resulting from the failure of the transactions contemplated by the Merger Agreement to be so treated for federal, state and local income tax purposes if such failure is caused solely by an action taken by CPI or any member of the Buyer Group after the CPI Merger Effective Time, or the Company after the Company Merger Effective Time. The Stockholders will, however, severally (but not jointly) indemnify, defend and hold harmless the Buyer Group from any federal, state and local Taxes of CPI imposed on distributions from the Company actually or deemed received with respect to a period ending on the Closing Date or a Pre-Closing Partial Period, absent a breach of Section 6.21(c). The Stockholders shall be entitled to any net refunds of Taxes with respect to the periods described in clauses (i) and (ii) above, except to the extent such refund arises as the result of a carry back of a loss or other tax benefit from a period beginning after the Closing Date.

Indemnification by the Stockholders. Following (a) Subject to the CPI Merger Effective Time limitations set forth in Section 10.02(b) below, the Stockholders severally agree to indemnify Acquiror and its officers, directors, employees and agents (collectively, the "Acquiror Indemnified Parties") and hold them harmless against any loss, liability, Tax (including interest and penalties), damage or expense (including reasonable legal expenses and costs) or any assertion thereof, net of any Tax benefit to the person being indemnified (determined at the maximum statutory federal corporate income tax rate in effect at the time of determination) to the extent any indemnification payment hereunder is not taxable to the applicable indemnified party ("Losses") which any Acquiror Indemnified Party may suffer, sustain or become subject to as a result of (i) any representation or warranty by the terms and conditions of Company or the Stockholders in, or in connection with, this Agreement, each Stockholder will severally (but that is not jointly) indemnify, defend true and hold harmless Buyer Group from and against all Taxes correct as of CPI and Damages with respect thereto (i) with respect to all periods ending on or prior to the Closing Date anddate made, (ii) any breach of any covenant or agreement of the Company or the Stockholders contained in this Agreement or any other agreement entered into by any such party in connection with respect this Agreement, (iii) any amounts not paid by the Stockholders, or for which the Stockholders are obligated to indemnify, in accordance with (including any period beginning before Tax arising from payments or reimbursements by the Closing Date Stockholders made on an after-Tax basis under) Sections 7.08, 7.09, 7.14, 7.16, 7.20 and ending 7.21, respectively, due and payable (including, without limitation, any amounts paid by Acquiror and its Subsidiaries after the Closing Date, but only with respect or by the Company and its Subsidiaries prior to the portion of such period up Closing), (iv) any amounts for which a Stockholder is obligated to and including the Closing Date (such portionindemnify under Section 7.06, a "Pre-Closing Partial Period") and (iiiv) all Damages as a result of a material breach of any representation or warranty without regard to limitations set forth in Section 5.1(f) of the Merger Agreement10.02(b)(ii), in each case in an amount equal to each Stockholder's Percentage Share of the Taxes or Damages so incurred or suffered. Notwithstanding anything contained herein any Tax attributable to the contrary, disallowance of any Tax benefit (determined at the Parties agree that same rate as used in determining such Tax benefit) taken into account when computing the transactions contemplated by the Merger Agreement are intended to be treated for federal, state and local income tax purposes as a sale by the Stockholders amount of Recapped Shares to Parent and therefore that such transactions should not give rise to a federal, state or local income tax liability to CPI. The Stockholders shall have no obligation to indemnify, defend and hold harmless the Buyer Group from any Taxes resulting from the failure of the transactions contemplated by the Merger Agreement to be so treated for federal, state and local income tax purposes if such failure is caused solely by an action taken by CPI or any member of the Buyer Group after the CPI Merger Effective Time, or the Company after the Company Merger Effective Time. The Stockholders will, however, severally indemnification payment hereunder. (but not jointlyb) indemnify, defend and hold harmless the Buyer Group from any federal, state and local Taxes of CPI imposed on distributions from the Company actually or deemed received with respect to a period ending on the Closing Date or a Pre-Closing Partial Period, absent a breach of Section 6.21(c). The Stockholders shall be liable to the Acquiror Indemnified Parties for any Losses described in Section 10.02(a)(i) or (ii): (i) only if Acquiror or another Acquiror Indemnified Party delivers to the Stockholders written notice, setting forth in reasonable detail the identity, nature and amount of Acquiror Losses related to such claim or claims prior to expiration of Acquiror's right to indemnity under Section 10.05; and (ii) once, and not until, the aggregate amount of all such Acquiror Losses exceeds $20,000,000, the Stockholders shall be obligated to indemnify the Acquiror Indemnified Parties for the full aggregate amount of all such Acquiror Losses in excess of $20,000,000; provided that (x) once the aggregate amount of Acquiror Losses exceeds $20,000,000, Acquiror shall refrain from asserting any claim for indemnity hereunder until the aggregate of all individual claims asserted exceeds $1,000,000, at which time Acquiror may bring all of its indemnity claims hereunder (provided that Acquiror may bring any claim or claims which are less than $1,000,000 in the aggregate if necessary to avoid the loss of any such claim due to expiration of its indemnification rights hereunder) and (y) Acquiror shall not be entitled to any net refunds of Taxes with respect indemnity under Sections 10.02(a)(i) or (ii) to the periods extent the amount of Acquiror Loss is recovered by Acquiror through the adjustments to the Contingent Consideration under Section 2.03 or by indemnification payments under Sections 10.02(a)(iii), 10,02(a)(iv) and 10.02(a)(v). Acquiror Losses described in clauses (iSections 10.02(a)(iii), 10.02(a)(iv) and 10.02(a)(v) shall not be subject to the limitations of Sections 10.02(b)(i) and (ii) above), except to or counted for purposes of the extent limitations set forth in Section 10.02(b)(ii). Notwithstanding the foregoing, the aggregate liability of the Stockholders for indemnity under this Article X shall not exceed $800,000,000. The indemnification obligations of the Stockholders under this Article X shall be several such refund arises as the result of a carry back of a loss or other tax benefit from a period beginning after the Closing Date.that:

Indemnification by the Stockholders. Following After the CPI Merger Effective Time and Closing, subject to the terms and conditions of this AgreementSection 8, each Stockholder will the Company Indemnifying Parties, severally (but and not jointly) indemnify, defend on a Pro-Rata basis, solely by reduction of the Anniversary Merger Consideration as set forth in Section 1.6(b), will indemnify and hold harmless Buyer Group Parent from and against against, whether or not involving a third party claim, all Taxes of CPI and Damages with respect thereto Losses incurred by Parent, directly or indirectly, relating to or arising from (ia) with respect to all periods ending on any breach or prior to the Closing Date and, (ii) with respect to any period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date (such portion, a "Pre-Closing Partial Period") and (iii) all Damages as a result of a material breach inaccuracy of any representation or warranty of the Company in Section 2 of this Agreement, (b) any Tax set forth in Section 5.1(f5.4(f), or (c) any payments required to be made to any stockholder of the Company with respect to such stockholder’s appraisal rights under the DGCL (“Appraisal Rights Payments”) solely to the extent such payments are in excess of the Merger AgreementConsideration that such stockholder would otherwise have received and all reasonable costs and expenses incurred by the Surviving Corporation or Parent in connection with any Legal Proceedings or settlements in connection therewith, in each case in an amount equal to each Stockholder's Percentage Share provided, however, that if Parent settles any such Legal Proceedings without the Stockholders’ Representative’s consent, then the cost of the Taxes or Damages so incurred or sufferedsuch settlement shall not be recoverable under this Section 8. Notwithstanding anything contained any provision herein to the contrary, the Parties agree that the transactions contemplated by the Merger Agreement are intended Parent shall not be entitled to be treated for federal, state and local income tax purposes as a sale by the Stockholders of Recapped Shares to Parent and therefore that such transactions should not give rise to a federal, state or local income tax liability to CPI. The Stockholders shall have no obligation to indemnify, defend and hold harmless the Buyer Group from any Taxes resulting from the failure of the transactions contemplated by the Merger Agreement to be so treated for federal, state and local income tax purposes if such failure is caused solely by an action taken by CPI or any member of the Buyer Group after the CPI Merger Effective Time, or the Company after the Company Merger Effective Time. The Stockholders will, however, severally (but not jointly) indemnify, defend and hold harmless the Buyer Group from any federal, state and local Taxes of CPI imposed on distributions from the Company actually or deemed received indemnification with respect to a period ending on the Closing Date any Losses arising directly or a Preindirectly from any post-Closing Partial Period(i) acts or omissions by Parent or the Surviving Corporation which result in a change of facts or circumstances from the facts and circumstances underlying the Company’s representations and warranties contained in Section 2 hereof, absent a breach of Section 6.21(c)when such representations and warranties were made; or (ii) changes in Legal Requirements. The Stockholders Under no circumstances shall Parent be entitled to be indemnified hereunder for any net refunds of Taxes with respect to the periods described in clauses (i) and (ii) abovepunitive, except to the extent such refund arises as the result of a carry back of a loss exemplary or other tax benefit from a period beginning after the Closing Dateconsequential damages.

Indemnification by the Stockholders. Following (a) From and after the CPI Merger Effective Time Closing, the Stockholders and subject to their respective successors-in-interest following the terms and conditions date of this AgreementAgreement (collectively, each Stockholder will the “Indemnifying Parties”), severally (but not jointly) indemnify, defend shall save, defend, indemnify and hold harmless Buyer Group Parent and its Affiliates (including the Surviving Corporation) and their respective representatives, successors and assigns of each of the foregoing (the “Parent Indemnified Parties”) from and against against, and shall compensate each of the foregoing for any and all Taxes of CPI losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and Damages with respect thereto expenses (including attorney’s fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (the “Losses”) arising in connection with: (i) any Indebtedness of the Company or Company Transaction Expenses charged to Parent, Merger Sub, the Surviving Corporation, the Company or any of their Affiliates that shall not have been reflected in the Final Adjustment Amount; (ii) any Change of Control Payment not accounted for in the Estimated Net Adjusted Merger Consideration; and (iii) the Allocation Schedule. (b) Notwithstanding anything to the contrary herein, with respect to all periods ending on or prior indemnifiable Losses pursuant to Section 9.02(a), (i) the total liability of a Stockholder shall be limited to the Closing Date andaggregate amount of cash consideration actually received by such Stockholder pursuant to this Agreement (and shall, for the avoidance of doubt, exclude the value of any Contributed Company Common Stock contributed to Parent TopCo as part of the Stockholder Contribution), (ii) with respect no Stockholder shall be liable for more than such Stockholder’s Common Proportionate Share of the amount of any indemnifiable Losses, (iii) the Stockholders shall be liable for such Losses only to any period beginning before the Closing Date and ending after extent that such Losses exceed insurance proceeds actually realized by the Closing Date, but only Parent Indemnified Parties under the R&W Insurance Policy with respect to the portion of such period up to and including the Closing Date (such portionapplicable claim, a "Pre-Closing Partial Period") and (iiiiv) all Damages as a result any limitation of a material breach liability in this Section 9.02(b) shall not apply in the case of Fraud committed by the Company or any representation or warranty set forth in Section 5.1(f) of the Merger AgreementStockholder; provided, in each case in an amount equal however, that, with respect to each clause (iv), no Stockholder shall be responsible for more than such Stockholder's Percentage ’s Common Proportionate Share of the Taxes or Damages so incurred or suffered. Notwithstanding anything contained herein to the contrary, the Parties agree that the transactions contemplated by the Merger Agreement are intended to be treated for federal, state and local income tax purposes as a sale by the Stockholders of Recapped Shares to Parent and therefore that such transactions should not give rise to a federal, state or local income tax liability to CPI. The Stockholders shall have no obligation to indemnify, defend and hold harmless the Buyer Group from any Taxes resulting from the failure amount of the transactions contemplated by Loss associated with such Fraud. (c) In the Merger Agreement to be so treated event a Parent Indemnified Party incurs a Loss for federal, state and local income tax purposes if which such failure is caused solely by an action taken by CPI or any member of the Buyer Group after the CPI Merger Effective Time, or the Company after the Company Merger Effective Time. The Stockholders will, however, severally (but not jointly) indemnify, defend and hold harmless the Buyer Group from any federal, state and local Taxes of CPI imposed on distributions from the Company actually or deemed received with respect to a period ending on the Closing Date or a Pre-Closing Partial Period, absent a breach of Section 6.21(c). The Stockholders shall Parent Indemnified Party would be entitled to any net refunds of Taxes indemnification pursuant to Section 9.02(a), such Parent Indemnified Parties (i) must first recover such Loss through the R&W Insurance Policy in accordance with the provisions thereof; and (ii) thereafter may recover directly from the Indemnifying Parties. (d) Other than with respect to the periods described in clauses (i) and (ii) aboveParent Indemnified Parties’ obligation to pursue recovery from the R&W Insurance Policy, except the Indemnifying Parties shall not be entitled to the extent require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by such refund arises as the result of a carry back of a loss or other tax benefit from a period beginning after the Closing DateParent Indemnified Party.

Indemnification by the Stockholders. Following After the CPI Merger Effective Time and Closing, subject to the terms and conditions of this AgreementArticle VII, each Stockholder will the Company Indemnifying Parties, severally and not jointly, to the extent of a Company Indemnifying Party’s respective interest in the Milestone Consideration not yet paid to the Exchange Agent for the benefit of the Stockholders (but not jointly) indemnifyagainst Milestone Consideration for which payment to the Exchange Agent for the benefit of the Stockholders is past due), defend solely by set-off pursuant to Section 7.06 against the Milestone Consideration, will indemnify and hold harmless Buyer Group Parent from and against against, whether or not involving a third party claim, all Taxes Losses incurred by Parent, directly or indirectly, relating to or arising from (a) any breach or inaccuracy of CPI and Damages with respect thereto any representation or warranty of the Company in Article II of this Agreement, (ib) any Indemnified Tax, (c) any payments required to be made to any stockholder of the Company with respect to all periods ending on any claims arising from or with respect to the allocation or distribution of Merger Consideration following Parent’s payment to the Exchange Agent of the correct aggregate amount of Merger Consideration (collectively, the “Consideration Spreadsheet Losses”), (d) any payments made by the Surviving Company or Parent pursuant to any continuing obligation to indemnify any officer or director of the Company for actions taken, or omissions made, prior to the Closing Date andor (e) any payments required to be made to any stockholder of the Company with respect to such stockholder’s appraisal rights under the DGCL (“Appraisal Rights Payments”) solely to the extent such payments are in excess of the Merger Consideration that such stockholder would otherwise have received and all reasonable costs and expenses incurred by the Surviving Company or Parent in connection with any Actions or settlements in connection therewith, (ii) provided, however, that if Parent settles any such Actions without the Stockholders Representative’s consent, then the cost of such settlement shall not be recoverable under this Article VII. Notwithstanding any provision herein to the contrary, Parent shall not be entitled to indemnification with respect to any period beginning before Losses arising directly or indirectly from any post-Closing (i) acts or omissions by Parent or the Closing Date Surviving Company which result in a change of facts or circumstances from the facts and ending after circumstances underlying the Closing DateCompany’s representations and warranties contained in Article II hereof, but only with respect when such representations and warranties were made or deemed made; or (ii) changes in Law. Under no circumstances shall Parent be entitled to be indemnified hereunder for any punitive, exemplary, incidental or consequential damages. Notwithstanding anything contained in this Agreement to the portion of such period up contrary, the Parent shall not have any right to and including the Closing Date (such portion, a "Pre-Closing Partial Period") and (iii) all Damages indemnification as a result of a material breach of any a representation or warranty set forth in Section 5.1(f2.08 (other than Sections 2.08(g), (h), (i), (k), (l), (o), and (p)) of the Merger Agreement, from and against any and all Taxes (or non-payment thereof) occurring in each case in an amount equal or related to each Stockholder's Percentage Share of the Taxes or Damages so incurred or suffered. Notwithstanding anything contained herein to the contrary, the Parties agree that the transactions contemplated by the Merger Agreement are intended to be treated for federal, state and local income tax purposes as a sale by the Stockholders of Recapped Shares to Parent and therefore that such transactions should not give rise to a federal, state or local income tax liability to CPI. The Stockholders shall have no obligation to indemnify, defend and hold harmless the Buyer Group from any Taxes resulting from the failure of the transactions contemplated by the Merger Agreement to be so treated for federal, state and local income tax purposes if such failure is caused solely by an action taken by CPI or any member of the Buyer Group periods after the CPI Merger Effective Time, or the Company after the Company Merger Effective Time. The Stockholders willClosing; provided, however, severally that (but x) the preceding limitation shall not jointly) indemnify, defend and hold harmless the Buyer Group from any federal, state and local Taxes of CPI imposed on distributions from the Company actually or deemed received apply with respect to any indemnification obligation that arises hereunder without regard to Section 2.08 (e.g., indemnification for Indemnified Taxes), even if such obligation also arises in respect of a period ending on the Closing Date breach of a representation or warranty set forth in Section 2.08 and (y) for these purposes, penalties and interest attributable to a Tax attributable to a Pre-Closing Partial Period, absent Tax Period or attributable to a breach of Section 6.21(c). The Stockholders shall be entitled failure to any net refunds of Taxes comply with respect a requirement relating to the preparation or filing of any Tax Return filed or required to be filed before the Closing Date shall not be treated as a Tax of any of the Company or Company Subsidiaries for any taxable periods described in clauses (ior portions thereof) and (ii) above, except to the extent such refund arises as the result of a carry back of a loss or other tax benefit from a period beginning after the Closing Date.

Indemnification by the Stockholders. Following In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to Holdings in writing such information and affidavits with respect to such Stockholder as Holdings reasonably requests for use in connection with any registration statement or prospectus covering the CPI Merger Effective Time Registrable Securities of such Stockholder and subject to the extent permitted by law agrees to indemnify and hold harmless Holdings, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 1934 Act) Holdings, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided that the obligation to indemnify shall be several and not joint, among such Stockholders and the liability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms and conditions of this Agreement. The indemnity agreement contained in this Section 5.05(b) shall not apply to amounts paid in settlement of any such loss, each Stockholder will severally (but not jointly) indemnifyclaim, defend damage, liability, action or proceeding if such settlement is effected without the consent of such Stockholder. Holdings and hold harmless Buyer Group from the holders of the Registrable Securities hereby acknowledge and against all Taxes of CPI and Damages with respect thereto agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to Holdings for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) with respect to all periods ending on or prior to the Closing Date andbeneficial ownership of shares of Common Stock by such holder and its Affiliates, (ii) with respect to any period beginning before transactions or the Closing Date relationship between such holder and ending after its Affiliates, on the Closing Dateone hand, but only with respect to and Holdings, on the portion of such period up to and including the Closing Date (such portion, a "Pre-Closing Partial Period") and other hand (iii) all Damages as a result the name and address of a material breach such holder and (iv) any additional information about such holder or the plan of any representation distribution (other than for an underwritten offering) required by law or warranty set forth in Section 5.1(f) of the Merger Agreement, in each case in an amount equal to each Stockholder's Percentage Share of the Taxes or Damages so incurred or suffered. Notwithstanding anything contained herein to the contrary, the Parties agree that the transactions contemplated by the Merger Agreement are intended regulation to be treated for federal, state and local income tax purposes as a sale by the Stockholders of Recapped Shares to Parent and therefore that disclosed in any such transactions should not give rise to a federal, state or local income tax liability to CPI. The Stockholders shall have no obligation to indemnify, defend and hold harmless the Buyer Group from any Taxes resulting from the failure of the transactions contemplated by the Merger Agreement to be so treated for federal, state and local income tax purposes if such failure is caused solely by an action taken by CPI or any member of the Buyer Group after the CPI Merger Effective Time, or the Company after the Company Merger Effective Time. The Stockholders will, however, severally (but not jointly) indemnify, defend and hold harmless the Buyer Group from any federal, state and local Taxes of CPI imposed on distributions from the Company actually or deemed received with respect to a period ending on the Closing Date or a Pre-Closing Partial Period, absent a breach of Section 6.21(c). The Stockholders shall be entitled to any net refunds of Taxes with respect to the periods described in clauses (i) and (ii) above, except to the extent such refund arises as the result of a carry back of a loss or other tax benefit from a period beginning after the Closing Datedocument.

Indemnification by the Stockholders. Following the CPI Merger Effective Time and subject Subject to the terms limitations set forth in this Article VIII, from and conditions of this Agreementafter the Closing, each Stockholder will severally shall indemnify and hold Amazxx.xxx, xxs officers, directors and affiliates (as "affiliate" is defined in Rule 12b-2 of the Exchange Act) (the "Amazxx.xxx Xxxemnified Parties") harmless from and against, and shall reimburse, on a net after-tax basis (after taking into account any Taxes imposed on the receipt of the reimbursement and any Tax benefits actually utilized in reducing its Taxes), the Amazxx.xxx Xxxemnified Parties for, any and all losses, damages, debts, liabilities, obligations, judgments, orders, awards, writs, injunctions, decrees, fines, penalties, Taxes, costs or expenses (including, but not jointlylimited to, any reasonable legal or accounting fees or expenses and any Taxes or other costs or damages arising under, caused by or related to Section 280G of the Code or any comparable provision of state, local or foreign law) indemnify, defend and hold harmless Buyer Group from and against all Taxes ("Losses") arising out of CPI and Damages with respect thereto (i) with respect to all periods ending on any inaccuracy or prior to misrepresentation in, or breach of, any representation or warranty made by the Closing Date and, Company or such Stockholder in this Agreement or in any other Operative Document; (ii) any failure by the Company or such Stockholder to perform or comply, in whole or in part, with any covenant or agreement in this Agreement or in any other Operative Document; or (iii) any liability for withholding Taxes imposed with respect to any period beginning before the Closing Date and ending after the Closing DateMerger Consideration payable to Stockholders. If Amazxx.xxx xxxnot utilize a Tax benefit generated by any Losses, but only with respect Amazxx.xxx xxxll repay to the portion of such period up to and including the Closing Date (such portionStockholder Representative, a "Pre-Closing Partial Period") and (iii) all Damages as a result of a material breach of any representation or warranty set forth in Section 5.1(f) on behalf of the Merger AgreementStockholders, in each case in an amount equal to each Stockholder's Percentage Share of such Tax benefit when and in the Taxes or Damages so incurred or suffered. Notwithstanding anything contained herein to amount utilized, but in no event greater than the contrary, the Parties agree that the transactions contemplated by the Merger Agreement are intended to be treated for federal, state and local income tax purposes as a sale amount paid by the Stockholders of Recapped Shares to Parent and therefore that such transactions should not give rise to a federal, state or local income tax liability to CPI. The Stockholders shall have no obligation to indemnify, defend and hold harmless the Buyer Group from any Taxes resulting from the failure of the transactions contemplated by the Merger Agreement to be so treated for federal, state and local income tax purposes if such failure is caused solely by an action taken by CPI or any member of the Buyer Group after the CPI Merger Effective Time, or the Company after the Company Merger Effective Time. The Stockholders will, however, severally (but not jointly) indemnify, defend and hold harmless the Buyer Group from any federal, state and local Taxes of CPI imposed on distributions from the Company actually or deemed received under this Section 8.2 with respect to a period ending on the Closing Date or a Pre-Closing Partial Period, absent a breach of Section 6.21(c). The Stockholders shall be entitled to any net refunds of Taxes with respect to the periods described in clauses (i) and (ii) above, except to the extent such refund arises as the result of a carry back of a loss or other tax benefit from a period beginning after the Closing DateLosses.