Indemnification for Transferor Taxes Clause Samples

Indemnification for Transferor Taxes. (i) Each of Holding and the Holders shall, severally and not jointly, indemnify, defend and hold harmless the Acquiror Indemnified Parties against, and reimburse the Acquiror Indemnified Parties for its Class E Pro Rata Percentage (as of such time as provided in Section 10.7(c)(iv)), or in the case of the Audit Restricted Units, the Class E Pro Rata Percentage without regard to the exclusion of Class E Units that were converted from Class G Interests or Class H Interests in the numerator or the denominator thereof, of any Transferor Taxes. (ii) Each Holder shall indemnify, defend and hold harmless the Acquiror Indemnified Parties from the portion, if any, of Specified Amounts that are attributable to such Holder.