Common use of Indemnification Obligations With Respect to Taxes Clause in Contracts

Indemnification Obligations With Respect to Taxes. The Seller shall indemnify, defend and hold harmless the Buyer and the Company from and against (i) all Taxes of the Company (or any predecessor of the Company) with respect to Pre-Closing Tax Periods, and (ii) all Taxes for which the Company may be liable as a result of having filed or filing a consolidated, unitary, combined or similar Tax Return for any Pre-Closing Tax Period (including, for each of (i) and (ii), all interest, penalties and additions to Tax imposed with respect to such Taxes, regardless of the period(s) to which such interest, penalties and additions relate). The Buyer shall indemnify, defend and hold harmless the Seller from and against all Taxes of the Company with respect to Post-Closing Tax Periods, excluding all interest, penalties and additions to Tax described in Section 5.1(a) and all Taxes described in Section 5.1(a)(ii) or attributable to any breach or inaccuracy of Section 2.15, and except as provided in Section 5.6. For purposes of this Article V, whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a "closing of the books basis" by assuming that the books of the Company are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, with respect to assets placed in service by the Company before the Closing Date; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Indemnification Obligations With Respect to Taxes. (a) The Seller Sellers shall be liable for, and shall indemnify, defend and hold harmless the Buyer and its Affiliates (and, after the Company Closing Date, the Subject Companies) from and against against: (i) all Taxes of the Company (or any predecessor of the Company) Subject Companies that are due with respect to Pre-periods ending on or prior to the Closing Tax PeriodsDate, and including, without limitation, any Taxes resulting from the Subject Companies ceasing to be a member of a consolidated, combined, affiliated, or unitary group; (ii) all Taxes for which of the Company may be liable as a result Subject Companies that are due with respect to periods ("Straddle Periods") that include but do not end on the Closing Date to the extent attributable to the portion of having filed the Straddle Period ending at the close of business on the Closing Date; and (iii) all Taxes resulting from any inaccuracy in or filing a consolidated, unitary, combined or similar Tax Return for any Pre-Closing Tax Period (including, for each breach of (iA) any tax representations and warranties contained in Section 7.01 of this Agreement without regard to whether such matters were Previously Disclosed and (B) any covenant relating to Tax matters (including covenants contained in this Article VII and in Sections 5.02(c)(xvii), (xxii), (xxiii), (xxiv) and (iixvi) relating to Tax Matters); and (iv) all Liabilities other than Taxes imposed on or sustained by the Buyer or its Affiliates (including the Subject Companies after the Closing Date), all interestdirectly or indirectly, penalties and additions to Tax imposed with respect to such Taxes, regardless by reason of or in connection wijth the period(sforegoing amounts. (b) to which such interest, penalties and additions relate). The Buyer shall indemnify, defend and hold harmless the Seller from and against all Taxes of the Company with respect to Post-Closing Tax Periods, excluding all interest, penalties and additions to Tax described in Section 5.1(a) and all Taxes described in Section 5.1(a)(ii) or attributable to any breach or inaccuracy of Section 2.15, and except as provided in Section 5.6. For purposes of this Article VAgreement, whenever it is necessary to determine the liability Liability for Taxes of the Company Subject Companies for a Straddle Period, the determination of the Taxes of such member for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consists consisted of two taxable years or periods, one of which ends ended at the close of the Closing Date and the other of which begins began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company Subject Companies for the Straddle Period shall be allocated between such two taxable years or periods on a "closing of the books basis" by assuming that the books of the Company are Subject Companies were closed at the close of business on the Closing Date; provided, however. However, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, with respect to assets placed in service by the Company before the Closing Date; depreciation and (ii) periodic taxes, taxes such as real and personal property taxes, taxes shall be apportioned ratably between such periods on a daily basis. (c) All tax representations and warranties contained in Section 7.01 and all obligations of Sellers and Buyer under this Agreement with respect to Tax Matters (including those contained in this Article VII and those contained in Sections 5.02(c)(xvii), (xxiii), (xxiii), (xxiv) and (xvi) shall survive indefinitely. Notwithstanding anything to the contrary in this Agreement, the obligations of Sellers under this section shall be unconditional and absolute and shall not be subject to limitations (such as those set forth in Section 10.06) and shall remain in effect without limitations as to time. (d) The Sellers shall be entitled to any refund, or credit against, Taxes of the Subject Companies received in respect of any period for which Sellers are liable under Section 7.02; provided that the amount to be received by the Sellers under this section shall be reduced by the net tax cost to the Buyer or its Affiliates (including the Subject Company) resulting from the claim for or receipt of such refund or credit, including any additional Taxes imposed on Buyer or such Affiliate as a result of the adjustments giving rise to such refund or credit. (e) Buyer shall be liable for, and shall indemnify, defend and hold harmless the Sellers from and against all Taxes of the Subject Companies for any taxable year or period beginning after the Closing Date, including the portion of the Straddle Period beginning on the day following the Closing Date, except to the extent that Sellers are obligated to indemnify Buyer for such Taxes pursuant to another provision of this Article VII.

Indemnification Obligations With Respect to Taxes. The Seller shall indemnify(a) Subject to Section 9.05 and Section 10.05, defend Acquiror may make a Claim (a “Tax Claim”) against the Escrow Amount for Damages relating to, asserted against, resulting from, imposed upon or incurred by any member of the Acquiror Group and hold harmless which arise or are alleged to arise from, by reason of or resulting from, directly or indirectly, any of the Buyer and the Company from and against following: (i) all Taxes of the Company (or any predecessor of the Company) Subsidiary with respect to Pre-Closing Tax Periods, and ; (ii) all Taxes for which of the Company may be liable or any Subsidiary under Federal Income Tax Regulation 1.1502-6 (or comparable provisions of state or local law or regulation) solely as a result of the Company or any Subsidiary having filed or filing Tax Returns before the Closing Date on a consolidated, unitary, combined or similar Tax Return unitary basis with any other Person; (iii) Taxes of any other Person for which responsibility is on the Company or any Pre-Closing Tax Period (including, for each of (i) Subsidiary by Contract or otherwise; and (ii)iv) any misrepresentation or inaccuracy of any representation or warranty made by the Company or any Subsidiary in Section 3.19 and any breach of any covenant, all interest, penalties and additions to Tax imposed with respect to such Taxes, regardless of the period(s) to which such interest, penalties and additions relate). The Buyer shall indemnify, defend and hold harmless the Seller from and against all Taxes agreement or obligation of the Company with respect to Post-Closing Tax PeriodsTaxes contained in this Agreement, excluding all interest, penalties and additions except to Tax described in Section 5.1(a) and all Taxes described in Section 5.1(a)(ii) or attributable the extent such liabilities are otherwise indemnified pursuant to any breach or inaccuracy of Section 2.15, and except as provided in Section 5.6the foregoing clauses (i)–(iii). For purposes of this Section 10.01(a), Taxes relating to Company and a Subsidiary shall include any Taxes imposed on a predecessor entity and which the Company or Subsidiary is treated as a successor. (b) For purposes of this Article V10, whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, including the Closing Date (“Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning after, after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning start of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a "“closing of the books basis" by assuming that the books of the Company are closed at the close of business on the Closing Date; ;” provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, with respect to assets placed in service by the Company before the Closing Date; and (ii) periodic Ad Valorem taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Indemnification Obligations With Respect to Taxes. The Seller In addition to the obligations of Sellers pursuant to Article X, (a) Sellers shall indemnify, defend and hold harmless the Buyer and the Company its Affiliates and each of their respective Representatives from and against (i) all Taxes of the Company (or any predecessor of the Company) , JTF Holdco and Tylee Holdco that are due with respect to Pre-Closing Tax Periods, and . (iib) all Taxes for which the Company may be liable as a result of having filed or filing a consolidated, unitary, combined or similar Tax Return for any Pre-Closing Tax Period (including, for each of (i) and (ii), all interest, penalties and additions to Tax imposed with respect to such Taxes, regardless of the period(s) to which such interest, penalties and additions relate). The Buyer shall indemnify, defend and hold harmless the Seller Sellers, their Affiliates, Seller’s direct or indirect owners and each of their respective Representatives from and against all Taxes of the Company Company, JTF Holdco and Tylee Holdco that are due with respect to Post-Closing Tax Periods, excluding all interest, penalties and additions . (c) No Person shall be entitled to Tax described in Section 5.1(arecover for any Losses pursuant to this Article IX unless written notice of a claim therefor is delivered to the Party against whom indemnity is sought prior to 60 days after the expiration of the applicable statute of limitations period (including any extensions thereto). (d) and all Taxes described in Section 5.1(a)(ii) or attributable to any breach or inaccuracy of Section 2.15, and except as provided in Section 5.6. For purposes of this Article VIX, whenever it is necessary to determine the liability for Taxes of the Company Company, JTF Holdco or Tylee Holdco for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and includingbefore, and the portion of the Straddle Period beginning afteron and including, the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the day before the Closing Date and the other of which begins at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company Company, JTF Holdco or Tylee Holdco, as applicable, for the Straddle Period shall be allocated between such two taxable years or periods on a "“closing of the books basis" ” by assuming that the books of the Company are closed at the close of business on day before the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, with respect to assets placed in service by the Company before the Closing Date; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.