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.
(b) Subject to Section 9.03(c), from and after the consummation of the Closing, Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses resulting from (i) Taxes imposed on or with respect to any of the Companies for any Post-Closing Tax Period, (ii) Taxes of the Buyer or any of their respective Affiliates (other than any Company or an...
Indemnification for Tax Matters. (a) Each Seller, jointly and severally, agrees to indemnify and hold harmless the Buyer Indemnified Parties against 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 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 3.15 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 3.15 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 3.15.
(b) From and after the Closing Date, the Buyer and the Company shall indemnify Sellers and hold them harmless from and against all Taxes imposed on or with respect to the Company that are not subject to indemnification pursuant to paragraph (a) of this Section 7.8.
(c) Any Taxes for a tax period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be apportioned between Sellers and the Buyer, in the case of real and personal property taxes and franchise taxes not based on gross or net income, on a per diem basis and, in the case of other Taxes (including sale and transfer Taxes), shall be determined based on the actual operation of the Company during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date. Each such portion of such period shall be deemed to be a tax period subject to the provisions of Section 7.8(a) and 7.8(b) above. Notwithstanding the foregoing, in the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, the amount of such Tax allocated to the period ending on the Closing Date shall be computed by reference to...
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.
(b) Championship and CART shall, jointly and severally, indemnity and hold harmless Parent and Sub and/or their Affiliates, Subsidiaries (including, after the Closing Date, Pro-Motion and CLP), directors, officers, employees, agents, members and assignees from and against any claims, demands, causes of action, proceedings, losses, liabilities, damages, interest, penalties, expenses, judgments and costs (including reasonable attorney's fees and disbursements, court costs, amounts paid in settlement) based upon, arising or otherwise in respect of any breach of the representations and warranties made in Section 3.12 hereof.
Indemnification for Tax Matters. (a) Seller shall indemnify, defend and hold harmless the Purchaser Indemnitees from and against:
(i) (A) the Retained Tax Liabilities, (B) all Liabilities for Taxes arising by virtue of the Transferred Entity having been a member of a consolidated, combined, affiliated, unitary or other similar tax group prior to the Closing, (C) all Liabilities arising by reason of the Transferred Entity or, with respect to the Business or the Transferred Assets, Purchaser and its affiliates, having liability for Taxes of another Person arising under principles of transferee or successor liability or by contract as a result of activities or transactions taking place at or prior to the Closing, or (D) Liabilities for Taxes arising from any action taken by, any failure to take any action or any use of the proceeds of the Columbus Industrial Revenue Bonds by either the Seller or any member of the Seller Group prior to the Closing Date, to the extent that any such action or failure causes the interest on the Columbus Industrial Revenue Bonds to be includable in the gross income of the holders thereof for U.S. federal income tax purposes;
(ii) 50% of Transfer Taxes (other than Transfer Taxes resulting from the transfer of the Transferred Entity);
(iii) all Liabilities for Taxes attributable to any breach by Seller of any obligations under Section 5.01(j) and Article IX; and
(iv) all Liabilities for Taxes imposed on the Transferred Entity attributable to a loss of the exemption granted by the SEZ Permit resulting from any action taken prior to the Closing by the Transferred Entity or any of its affiliates; which, in each case, include any costs and expenses, including reasonable legal fees and expenses, attributable to such Liabilities.
(b) Purchaser shall indemnify, defend and hold harmless the Seller Indemnitees from and against:
(i) for any Post-Closing Tax Period, (A) all Liabilities for Taxes (which include any costs and expenses, including reasonable legal fees and expenses, attributable to such Tax Liabilities) of the Transferred Entity and (B) all Liabilities for Taxes (which include any costs and expenses, including reasonable legal fees and expenses, attributable to such Tax Liabilities) with respect to the Transferred Assets or the Business;
(ii) 50% of Transfer Taxes (other than Transfer Taxes resulting from the transfer of the Transferred Entity);
(iii) Transfer Taxes resulting from the transfer of the Transferred Entity;
(iv) all Liabilities for Taxes attributable...
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. From and after the Closing Date, notwithstanding anything in this Refining Contribution Agreement to the contrary, MPC shall indemnify, defend and hold harmless the SPP Refining Indemnitees from all Claims and Losses to the extent arising from or related to, any of the following:
(a) all Taxes imposed on, or pertaining or attributable to, MPC, the Refinery Business, or the Refinery Assets for the Pre-Closing Tax Period; and
(b) all Taxes imposed on, or pertaining or attributable to, the Minnesota Pipe Line Interests for the Pre-Closing Tax Period.
Indemnification for Tax Matters. From and after the Closing Date, notwithstanding anything in this Marketing Contribution Agreement to the contrary, SSA shall indemnify, defend and hold harmless the NT Retail Indemnitees from all Claims and Losses to the extent arising from or related to, any of the following:
(a) all Taxes imposed on, or pertaining or attributable to, SSA, the Marketing Business, or the Marketing Assets for the Pre-Closing Tax Period; and
(b) all Taxes imposed on, or pertaining or attributable to, SAF for the Pre-Closing Tax Period.
Indemnification for Tax Matters. From and after the Closing, the Company and the Selling Stockholder shall indemnify and hold harmless the Purchaser from and against any and all expenses (including costs of investigations and reasonable attorneys' fees) arising out of or resulting from any inquiry or controversy by a governmental authority with respect of the Purchaser's acquisition of the Purchased Shares.
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. 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.
