Indemnification for Tax Matters. (a) Seller shall indemnify, defend and hold harmless the Purchaser Indemnitees from and against:
Indemnification for Tax Matters. (a) Notwithstanding any other provision of this Agreement, the representations and warranties made in Section 3.11 and the covenants and agreements contained in this Section 6.15 shall survive the Closing until the expiration of all applicable statutes of limitations with respect to the representations and warranties made in Section 12.
Indemnification for Tax Matters. (a) Each Seller severally, agrees to indemnify and hold harmless the Buyer Indemnified Parties against such Seller’s Pro Rata share of the following Taxes to the extent such Taxes exceed current Taxes accrued on the latest interim balance sheet provided by the Company (the “Latest Balance Sheet”) and against such Seller’s Pro Rata share of any loss, damage, liability or expense, including reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with any such Taxes: (i) Taxes imposed on the Company with respect to any taxable periods ending on or before the Closing Date (without regard to any scheduled exceptions to Section 3.14 hereof); (ii) Taxes imposed on the Company with respect to taxable periods beginning before the Closing Date and ending after the Closing Date that are allocable to the portion of such period ending on the Closing Date (without regard to any scheduled exceptions in Section 3.14 hereof); (iii) Taxes attributable to events, transactions, sales or deposits occurring, received or performed on or before the Closing Date and (iv) in addition to and not in limitation of Taxes described in (i) and (ii) of this paragraph (a), Taxes imposed on the Buyer or the Company as a result of any breach of warranty or misrepresentation under Section 3.14.
Indemnification for Tax Matters. Notwithstanding anything otherwise provided herein (including, without limitation, the provisions of sections 10.1 through 10.4, inclusive, of this Agreement), the following provisions shall govern the allocation of responsibility as between Xxxxxx and the UIS Shareholder for certain Tax matters following the Closing Date:
Indemnification for Tax Matters. Each of the Sellers shall, jointly and severally, indemnify, defend and hold harmless GenTek, the Buyer and the Transferred Subsidiaries from, against and with respect to, and shall pay and reimburse them for, (i) any liability for Taxes imposed on, incurred by or assessed against the Transferred Assets, the Business, the RAS Product Line or any Transferred Subsidiary with respect to any Pre-Closing Tax Period and (ii) any liability for Taxes of any Seller or any other entity which is or has been affiliated prior to the Closing with any Transferred Subsidiary, the Business or the RAS Product Line or which the Business, the RAS Product Line or any Transferred Subsidiary may be held liable as a result of being, prior to the Closing, a transferee or a successor of any other Person.
Indemnification for Tax Matters. The Seller shall indemnify, defend and hold harmless each Buyer Indemnitee from, against and with respect to, and shall pay and reimburse them for, (i) any liability for Taxes imposed on any member of the Company Group with respect to the Pre-June 30 Tax Period, to the extent such liability exceeds the provision therefor on the Consolidated June 30 Balance Sheet as finally determined in accordance with Section 1.3, and (ii) any liability for Taxes of the Seller or any other entity which is or has been affiliated with any member of the Company Group. For purposes of clause (i) of the preceding sentence, in the case of a tax period beginning before and ending after June 30, 1999 real and personal property Taxes shall be apportioned to the Pre-June 30 Tax Period on a per diem basis and all other Taxes shall be apportioned to the Pre-June 30 Tax Period based upon the interim closing of the books method. The determination of the amount of any liability for Taxes for purposes of this Section 6.1 shall be made without regard to the benefit of any carryback of any net operating loss or tax credit from a tax period beginning after June 30, 1999 to a Pre-June 30
Indemnification for Tax Matters. Subject to the limitations set forth in Section 9.4, where applicable, and incorporated herein by reference, the Sellers will severally, based on their respective applicable Pro Rata Percentages, and not jointly and severally, pay, and indemnify and hold harmless Buyer, the Company and any other Buyer Indemnified Parties from and against any and all of the following Taxes and other Tax-related Losses (in each case, whether imposed, assessed, due or otherwise payable directly, as a successor or transferee, jointly and/or severally pursuant to a contract or other agreement entered (or assumed) by the Company on or prior to the Closing Date, in connection with the filing of a Tax Return, as a result of an assessment or adjustment by any Taxing Authority or for any other reason and whether disputed or not):
Indemnification for Tax Matters. From and after the Closing Date, notwithstanding anything in this SuperMom’s Contribution Agreement to the contrary, SSA shall indemnify, defend and hold harmless the NT Bakery Indemnitees from all Claims and Losses to the extent arising from or related to all Taxes imposed on, or pertaining or attributable to, SuperMom’s, the SuperMom’s Business, or the SuperMom’s Assets for the Pre-Closing Tax Period.
Indemnification for Tax Matters. (a) From and after the Closing Date, Seller shall indemnify the Acquired Companies and Buyer, and hold them harmless from and against, without duplication, any Damages attributable to (i) all Taxes (or the non-payment thereof) of the Acquired Companies for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), (ii) all Taxes of any other member of any Company Affiliated Group for the Pre-Closing Tax Period, including any liability resulting from the application of Treasury Regulation (section)1.1502-6 or any analogous or similar state, local, or foreign law or regulation, (iii) any and all Taxes of any person (other than the Acquired Companies ) imposed on the Acquired Companies as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring at or before the Closing or (iv) any breach of any representation or warranty by Seller in Section 3.10 of this Agreement.
Indemnification for Tax Matters. (a) Subject to Section 9.02(d), Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses resulting from (i) Taxes imposed on any of the Companies for any Pre-Closing Tax Period, (ii) breach of or inaccuracy of any representation contained in Section 3.18(i), Section 3.18(k), Section 3.18(o), Section 3.18(p) or Section 3.18(q) (determined without giving effect to any limitations as to materiality set forth therein), (iii) Taxes of Seller or any of their respective Affiliates (other than any Company or any of their Subsidiaries), (iv) Taxes arising out of or resulting from any breach of any covenant or agreement by Seller contained in this Agreement relating to Taxes, (v) Taxes arising out of or resulting from any election made at Seller’s request pursuant to Section 6.09(a) or Section 6.09(d), (vi) Taxes of any Person (other than the Companies) imposed on any Company as a result of being a member of an affiliated, consolidated, or combined group on or prior to the Closing Date or as a transferee or successor as a result of transactions entered into prior to the Closing or by contract entered into prior to Closing (other than a contract solely among the Companies), (vii) any withholding taxes imposed on or with respect to any actual or deemed distribution on or prior to the Closing Date with respect to the Holdco Shares or in connection with this Agreement, (viii) any Transfer Taxes for which Seller is responsible pursuant to Section 6.05 and (ix) any Tax Benefit paid to the Seller pursuant to Section 6.06(b) or Section 6.06(c) which is subsequently disallowed by a Taxing Authority pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of the Puerto Rico Code); provided that Seller shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Buyer Indemnified Parties from and against any Taxes for which Buyer is responsible pursuant to Section 6.03(b), or to the extent of any liability, reserve or accrual therefor is reflected in Tangible Common Equity.
