Common use of Indemnification for Tax Obligations Clause in Contracts

Indemnification for Tax Obligations. From and after the Closing Date, the Primary Indemnitors shall jointly and severally defend, indemnify and hold harmless the Purchaser Indemnified Parties from and against all Losses arising out of or in connection with: (i) any Taxes payable by any of the Taxpayers with respect to any Pre-Closing Tax Period or for the Straddle Period, to the extent allocable or attributable (as provided in Section 11.2) to the portion of such period beginning before and ending on the Closing Date; (ii) any liability of any of the Taxpayers for Taxes of others (for example, by reason of transferee liability or application of Treasury Regulation Section 1.1502-6); (iii) any inaccuracy of any representation or any breach of warranty contained in Section 5.8(iii) or Section 5.9; (iv) any breach by any Taxpayer of any covenant contained in Section 8.2(b)(xx) or this Article XI; (v) any Transfer Taxes for which the Sellers are liable pursuant to Section 12.1 hereof; (vi) any failure of any of the Stockholders, Equity Seller Representative or any Taxpayer to comply with the provisions of this Article XI; (vii) any VAT receivable set forth on the Closing Statement that is taken into account in the determination of Closing Working Capital that is not collected in full by one or more of the Taxpayers within 180 days following Closing, and (viii) Taxes arising out of or in connection with any breach by the Equity Seller Representative or the Stockholders of any covenant contained in this Agreement. The Sellers shall not be liable for Taxes to the extent of the amount of the reserve for Taxes that is set forth as a current liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Statement and that is taken into account in the determination of the Closing Date Net Working Capital, with such reserve reduced by any amounts credited against Taxes otherwise payable by the Equity Sellers pursuant to Section 11.6 and the Closing Deductions as actually reflected on the Short Period federal income Tax Return (the Closing Deductions thus adjusted, the “Actual Closing Deductions,” and such reserve thus adjusted, the “Adjusted Tax Reserve”). Notwithstanding the provisions of this Section 11.1, claims for indemnification under this Section 11.1, together with claims for indemnification under Article X, shall be subject to the Basket and the Cap as provided in Section 10.5. Except as otherwise provided in Section 10.7 concerning Losses being determined net of any Tax benefit, for purposes of this Article XI, references to any “Loss” shall be deemed to include amounts that would have constituted a “Loss” but for the set-off or other utilization of any loss, deduction or credit realized in, or attributable to a Post-Closing Tax Period.

Indemnification for Tax Obligations. (a) From and after the Closing DateClosing, the Primary Indemnitors shall Sellers, jointly and severally defendseverally, indemnify shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against all Losses Damages arising out of or in connection with: (i) any Taxes payable by any of the Taxpayers Taxpayer with respect to any Pre-Closing Tax Period or for the Straddle Period, to the extent allocable or attributable (as provided in Section 11.2) to and the portion of such period beginning before and ending the Straddle Period that ends on the Closing Date; Date (for the avoidance of doubt, which shall be determined for all purposes under this Agreement by attributing any Transaction Related Expenses to the Pre-Closing Tax Period), (ii) any liability of any of the Taxpayers Taxpayer for Taxes of others any other Person which Taxes relate to an event or transaction occurring in a Pre-Closing Tax Period or the portion of any Straddle Period that ends on the Closing Date (for example, by reason of transferee liability or successor liability, application of Treasury Regulation Section 1.1502-66 or any other law, by contract or otherwise); , (iii) any breach of or inaccuracy of in any representation or any breach of warranty contained made in Section 5.8(iii) 4.14 or Section 5.9; 4.22(b)(xvii), (iv) any Taxes of the Sellers (including, without limitation, Taxes arising as a result of the transactions contemplated by this Agreement) or any of their Affiliates (excluding the Target Companies and their Subsidiaries) for any taxable period, (v) any breach by any Taxpayer of any covenant contained in Section 8.2(b)(xx) or this Article XI; ARTICLE VII, and (vvi) any Transfer Taxes for which the Sellers are Seller is liable pursuant to Section 12.1 7.5 hereof; (vi) provided, that Sellers shall not indemnify the Purchaser Indemnified Parties for any failure of any Taxes incurred by a Taxpayer in a Pre-Closing Tax Period or the portion of the Stockholders, Equity Seller Representative or any Taxpayer to comply with the provisions of this Article XI; (vii) any VAT receivable set forth Straddle Period that ends on the Closing Statement that is taken into account in Date solely by reason of (x) any transaction undertaken by Purchaser on the determination of Closing Working Capital Date that is not collected in the ordinary course of business or (y) any Section 338 election made by the Purchaser. (b) In the event that the Purchaser Indemnified Parties are entitled to indemnification pursuant to this Section 7.1, Purchaser shall promptly give written notice to Sellers. Sellers shall pay in full by one or more the amount due to the relevant Purchaser Indemnified Party under Section 7.1(a) in immediately available funds at least two (2) Business Days before the date payment of the Taxpayers Taxes to which such payment relates is due, or, if no Tax is payable, within 180 fifteen (15) days following Closing, and (viii) Taxes arising out of or in connection with any breach after written notice is provided by the Equity Seller Representative or the Stockholders of any covenant contained in this Agreement. The Sellers shall not be liable for Taxes to the extent of the amount of the reserve for Taxes that is set forth as a current liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Statement and that is taken into account in the determination of the Closing Date Net Working Capital, with such reserve reduced by any amounts credited against Taxes otherwise payable by the Equity Sellers pursuant to Section 11.6 and the Closing Deductions as actually reflected on the Short Period federal income Tax Return (the Closing Deductions thus adjusted, the “Actual Closing Deductions,” and such reserve thus adjusted, the “Adjusted Tax Reserve”). Notwithstanding the provisions of this Section 11.1, claims for indemnification under this Section 11.1, together with claims for indemnification under Article X, shall be subject to the Basket and the Cap as provided in Section 10.5. Except as otherwise provided in Section 10.7 concerning Losses being determined net of any Tax benefit, for purposes of this Article XI, references to any “Loss” shall be deemed to include amounts that would have constituted a “Loss” but for the set-off or other utilization of any loss, deduction or credit realized in, or attributable to a Post-Closing Tax PeriodPurchaser.

Indemnification for Tax Obligations. (a) From and after the Closing DateClosing, the Primary Indemnitors shall Parent and Seller, jointly and severally defendseverally, indemnify shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against all Losses arising out of or in connection with: (i) any and all liability for Taxes payable by of Parent and Seller or any of their respective Affiliates (other than the Taxpayers Taxpayers), (ii) any and all liability for Taxes of any Taxpayer with respect to any Pre-Closing Tax Period or for the Straddle Period, to the extent allocable or attributable (as provided in Section 11.2) to and the portion of such period beginning the Straddle Period that ends on or before and ending on the Closing Date; (ii) any liability of any of the Taxpayers for Taxes of others (for example, by reason of transferee liability or application of Treasury Regulation Section 1.1502-6); (iii) any inaccuracy and all Damages arising out of, resulting from or incident to any breach of any representation or any breach of warranty contained made in Section 5.8(iii) 4.15 or Section 5.9; 4.22(b)(xiv) determined without regard to any materiality qualification contained therein, (iv) any breach by any Taxpayer of any covenant contained in Section 8.2(b)(xx6.1(l) or this Article XI; ARTICLE VII and (v) any Transfer Taxes for which the Sellers are Parent or Seller is liable pursuant to Section 12.1 7.5 hereof; (vi) any failure of any of , provided that the Stockholders, Equity Seller Representative or any Taxpayer Purchaser Indemnified Parties shall not be entitled to comply with indemnification for Taxes to the provisions of this Article XI; (vii) any VAT receivable extent such Taxes are set forth as a reserve or liability on the Closing Statement that is Balance Sheet and taken into account in the determination calculation of Closing Working Capital that is not collected in full by one or more of the Taxpayers within 180 days following Closing, and (viii) Taxes arising out of or in connection with any breach by the Equity Seller Representative or the Stockholders of any covenant contained in this Agreement. The Sellers shall not be liable for Taxes to the extent of the amount of the reserve for Taxes that is set forth as a current liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Statement and that is taken into account in the determination of the Closing Date Net Working Capital, with such reserve reduced by any amounts credited against Taxes otherwise payable by the Equity Sellers pursuant to Section 11.6 and the Closing Deductions as actually reflected on the Short Period federal income Tax Return (the Closing Deductions thus adjusted, the “Actual Closing Deductions,” and such reserve thus adjusted, the “Adjusted Tax Reserve”). Notwithstanding the provisions For purposes of this Section 11.1, claims for indemnification under this Section 11.1, together with claims for indemnification under Article X, shall be subject to the Basket and the Cap as provided in Section 10.5. Except as otherwise provided in Section 10.7 concerning Losses being determined net of any Tax benefit, for purposes of this Article XI7.1, references to any “LossTaxes” shall be deemed to include amounts the amount of Taxes that would have constituted a “Loss” been paid but for the set-off or other utilization of any loss, deduction or credit credit, realized in, in or attributable to a Post-Closing Tax Period. The limitations set forth in Section 10.4 shall not apply to any indemnification claim or obligation arising under this Section 7.1. (b) Any Purchaser Indemnified Party making a claim for indemnification under this Section 7.1 shall promptly give written notice of such claim to Parent and Seller, together with a copy of the Tax Return or other relevant documentation evidencing the Tax liability or other Damages. Parent and Seller shall pay the amount of such claim to the Purchaser Indemnified Party within ten (10) Business Days after written demand is made; provided, in no event shall Parent and Seller be obligated to make any such payment with respect to Taxes earlier than five (5) Business Days before the date on which such Taxes are required to be paid to the relevant Governmental Authority. In the case of any contested Tax, payment of the Tax to the appropriate Governmental Authority shall not be considered to be due earlier than the date a final determination with respect to such Tax liability is made by the appropriate Governmental Authority.