Common use of Indemnity for Taxes Clause in Contracts

Indemnity for Taxes. (a) Except as otherwise provided in this Section 13 or Section 11, from and after the Closing, SSI and STI shall timely pay and indemnify and save Newco and its Affiliates harmless from any liability for, or arising out of or based upon, or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) (i) of STI or SSI or any member of the affiliated group of corporations (as defined in section 1504 of the Code) of which STI or SSI is a member (other than any member of the Contributed Company Group or with respect to any Tax relating to the income, business, assets, property or operations of the Group Business) for any taxable period or (ii) relating to the income, business, assets, property or operations of the Group Business or of the Contributed Company Group to the extent that such liability for Tax is not reflected in the SSI Disclosure Letter or the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Balance Sheet), and is either (A) in respect of any taxable period that ends prior to the Group Financial Statements Balance Sheet Date or in respect of any taxable period that includes, but does not end on, the Group Financial Statements Balance Sheet Date, the portion of such period ending on the Group Financial Statements Balance Sheet Date or (B) with respect to an excess loss account in the stock of any Contributed Company or from a deferred intercompany transaction (other than among members of the Contributed Company Group) entered into prior to the Group Financial Statements Balance Sheet Date and is triggered as a result of the Contributed Company Group ceasing to be affiliated with STI or SSI. The indemnity provisions of this Section 13.4(a) shall not apply to Taxes attributable to a breach of, or inaccuracy in, Section 13.6(a). (b) Notwithstanding anything contained in this Section 13, STI and SSI shall not be obligated to indemnify Newco for any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) by reason of an election or deemed election (including any protective election) with respect to transactions described in this Agreement made or filed post-Closing by Newco or any member of the Contributed Companies under Section 338 of the Internal Revenue Code. Further, no Section 338 election shall be made with respect to any of the transactions described in this Agreement. (c) Except to the extent otherwise provided in this Section 13, Newco shall timely pay and indemnify and save STI and its Affiliates harmless from any liability for, or arising out of or based upon or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) (i) relating to the income, business, assets, property or operations of the Group Business by Newco and its Affiliates or any member of the Contributed Company Group in respect of all taxable periods beginning after the Group Financial Statements Balance Sheet Date, or, in the case of any taxable period that includes but does not end on the Group Financial Statements Balance Sheet Date, the portion of such period commencing on the day following the Group Financial Statements Balance Sheet Date; and (ii) to the extent such liability for Tax is reflected in the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Balance Sheet) or the SSI Disclosure Letter and such liability is for Tax relating to the income, business, assets, property or operations of the Group Business or of any member of the Contributed Company Group. Newco shall also be responsible for, shall pay and perform, and shall indemnify, defend and hold harmless the Contributing Companies from (i) those Tax indemnifications given to the former shareholders of On-Demand Software, Inc. by the Contributing Companies in connection with the sale of said company to NSMG (up to a maximum amount of $3,000,000), and (ii) Unforeseen Tax Liabilities for which Newco is responsible as provided in Section 11.1(e) (as determined without the limitations in Section 11.2).

Indemnity for Taxes. (a) Except as otherwise provided in this Section 13 or Section 11, from and after the Closing, SSI and STI shall timely pay and indemnify and save Newco and its Affiliates harmless from any liability for, or arising out of or based upon, or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) (i) of STI or SSI or any member of the affiliated group of corporations (as defined in section 1504 of the Code) of which STI or SSI is a member (other than any member of the Contributed Company Group or with respect to any Tax relating to the income, business, assets, property or operations of the Group Business) for any taxable period or (ii) relating to the income, business, assets, property or operations of the Group Business or of the Contributed Company Group to the extent that such liability for Tax is not reflected in the SSI Disclosure Letter or the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Financial Statements Balance Sheet), and is either (A) in respect of any taxable period that ends prior to the Group Financial Statements Balance Sheet Date or in respect of any taxable period that includes, but does not end on, the Group Financial Statements Balance Sheet Date, the portion of such period ending on the Group Financial Statements Balance Sheet Date or (B) with respect to an excess loss account in the stock of any Contributed Company or from a deferred intercompany transaction (other than among members of the Contributed Company Group) entered into prior to the Group Financial Statements Balance Sheet Date and is triggered as a result of the Contributed Company Group ceasing to be affiliated with STI or SSI. The indemnity provisions of this Section 13.4(a) shall not apply to Taxes attributable to a breach of, or inaccuracy in, Section 13.6(a). (b) Notwithstanding anything contained in this Section 13, STI and SSI shall not be obligated to indemnify Newco for any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) by reason of an election or deemed election (including any protective election) with respect to transactions described in this Agreement made or filed post-Closing by Newco or any member of the Contributed Companies under Section 338 of the Internal Revenue -00- Xxxxxxxx Xxxxxxx Code. Further, no Section 338 such election shall be made with respect to any of the transactions described in this Agreement. (c) Except to the extent otherwise provided in this Section 13, Newco shall timely pay and indemnify and save STI and its Affiliates harmless from any liability for, or arising out of or based upon or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) (i) relating to the income, business, assets, property or operations of the Group Business by Newco and its Affiliates or any member of the Contributed Company Group Affiliate in respect of all taxable periods beginning after the Group Financial Statements Balance Sheet Date, or, in the case of any taxable period that includes but does not end on the Group Financial Statements Balance Sheet Date, the portion of such period commencing on the day following the Group Financial Statements Balance Sheet Date; and (ii) to the extent such liability for Tax is reflected in the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Financial Statements Balance Sheet) or the SSI Disclosure Letter and such liability is for Tax relating to the income, business, assets, property or operations of the Group Business or of any member of the Contributed Company Group. Newco shall also be responsible for, shall pay and perform, and shall indemnify, defend and hold harmless the Contributing Companies from (i) those Tax indemnifications given to the former shareholders of On-Demand Software, Inc. by the Contributing Companies in connection with the sale of said company to NSMG (up to a maximum amount of $3,000,000), and (ii) Unforeseen Tax Liabilities for which Newco is responsible as provided in Section 11.1(e) (as determined without the limitations in Section 11.2)Company.

Indemnity for Taxes. (a) Except as otherwise provided in this Section 13 or Section 1112.3, ------------ from and after the Closing, SSI and STI SCO shall timely pay and indemnify and save Newco and its Affiliates and Caldera harmless from any liability for, or arising out of or based upon, or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis or otherwise with respect to a group of corporations that includes or included STI or SSI) SCO) (i) of STI or SSI SCO or any member of the affiliated group of corporations corporation (as defined in section Section 1504 of the CodeCode or otherwise) of which STI or SSI SCO is a member (other than any member of the Contributed Company Group or with respect to any Tax relating to the income, business, assets, property or operations of the Group Business) for any taxable period or period; (ii) relating to the income, business, assets, property or operations of the Group Business or of the Contributed Company Group to the extent that such liability for Tax is not reflected in the SSI SCO Disclosure Letter or the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Balance Sheet), and is either (A) in respect of any taxable period that ends prior to the Group Financial Statements Balance Sheet Closing Date or in respect of any taxable period that includes, but does not end on, on the Group Financial Statements Balance Sheet Closing Date, the portion of such period ending on the Group Financial Statements Balance Sheet Closing Date or (B) with respect to an excess loss account in the stock of any Contributed Company or from a deferred intercompany transaction (other than among members including any such transaction resulting from a distribution or deemed distribution of the Contributed Company GroupNewco Common Stock by any Contributing Company) entered into on or prior to the Group Financial Statements Balance Sheet Closing Date and is triggered as a result of the Contributed Company Group ceasing to be affiliated with STI or SSI. The indemnity provisions SCO; (iii) under Subpart F of this Section 13.4(a) shall not apply to Taxes the Code attributable to transactions undertaken by SCO or any of its affiliates before or after the Effective Time; or (iv) as a result of a breach ofof any representation, warranty, covenant or inaccuracy in, Section 13.6(a)agreement made herein by SCO. (b) Notwithstanding anything contained in this Section 1312.3(b), STI and SSI --------------- SCO shall not be obligated to indemnify Newco for any Tax (including, without limitation, limitation any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSISCO) by reason of an election or deemed election (including any protective election) with respect to transactions described in this Agreement made or filed post-Closing by Newco or any member of the Contributed Companies under Section 338 of the Internal Revenue Code. Further, no Section 338 election shall be made with respect to any of the transactions described in this Agreement. (c) Except to the extent otherwise provided in this Section 13, Newco shall timely pay and indemnify and save STI and its Affiliates harmless from any liability for, or arising out of or based upon or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) (i) relating to the income, business, assets, property or operations of the Group Business by Newco and its Affiliates or any member of the Contributed Company Group in respect of all taxable periods beginning after the Group Financial Statements Balance Sheet Date, or, in the case of any taxable period that includes but does not end on the Group Financial Statements Balance Sheet Date, the portion of such period commencing on the day following the Group Financial Statements Balance Sheet Date; and (ii) to the extent such liability for Tax is reflected in the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Balance Sheet) or the SSI Disclosure Letter and such liability is for Tax relating to the income, business, assets, property or operations of the Group Business or of any member of the Contributed Company Group. Newco shall also be responsible for, shall pay and perform, and shall indemnify, defend and hold harmless the Contributing Companies from (i) those Tax indemnifications given to the former shareholders of On-Demand Software, Inc. by the Contributing Companies in connection with the sale of said company to NSMG (up to a maximum amount of $3,000,000), and (ii) Unforeseen Tax Liabilities for which Newco is responsible as provided in Section 11.1(e) (as determined without the limitations in Section 11.2).------- 12.3

Indemnity for Taxes. (a) Except as otherwise provided in this Section 13 or Section 11, from and after the Closing, SSI and STI shall timely pay and indemnify and save Newco and its Affiliates harmless from any liability for, or arising out of or based upon, or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) (i) of STI or SSI or any member of the affiliated group of corporations (as defined in section 1504 of the Code) of which STI or SSI is a member (other than any member of the Contributed Company Group or with respect to any Tax relating to the income, business, assets, property or operations of the Group Business) for any taxable period or (ii) relating to the income, business, assets, property or operations of the Group Business or of the Contributed Company Group to the extent that such liability for Tax is not reflected in the SSI Disclosure Letter or the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Balance Sheet), and is either (A) in respect of any taxable period that ends prior to the Group Financial Statements Balance Sheet Date or in respect of any taxable period that includes, but does not end on, the Group Financial Statements Balance Sheet Date, the portion of such period ending on the Group Financial Statements Balance Sheet Date or (B) with respect to an excess loss account in the stock of any Contributed Company or from a deferred intercompany transaction (other than among members of the Contributed Company Group) entered into prior to the Group Financial Statements Balance Sheet Date and is triggered as a result of the Contributed Company Group ceasing to be affiliated with STI or SSI. The indemnity provisions of this Section 13.4(a) shall not apply to Taxes attributable to a breach of, or inaccuracy in, Section 13.6(a). . (b) Notwithstanding anything contained in this Section 13, STI and SSI shall not be obligated to indemnify Newco for any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) by reason of an election or deemed election (including any protective election) with respect to transactions described in this Agreement made or filed post-Closing by Newco or any member of the Contributed Companies under Section 338 of the Internal Revenue Code. Further, no A-72 74 Section 338 election shall be made with respect to any of the transactions described in this Agreement. (c) Except to the extent otherwise provided in this Section 13, Newco shall timely pay and indemnify and save STI and its Affiliates harmless from any liability for, or arising out of or based upon or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) (i) relating to the income, business, assets, property or operations of the Group Business by Newco and its Affiliates or any member of the Contributed Company Group in respect of all taxable periods beginning after the Group Financial Statements Balance Sheet Date, or, in the case of any taxable period that includes but does not end on the Group Financial Statements Balance Sheet Date, the portion of such period commencing on the day following the Group Financial Statements Balance Sheet Date; and (ii) to the extent such liability for Tax is reflected in the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Balance Sheet) or the SSI Disclosure Letter and such liability is for Tax relating to the income, business, assets, property or operations of the Group Business or of any member of the Contributed Company Group. Newco shall also be responsible for, shall pay and perform, and shall indemnify, defend and hold harmless the Contributing Companies from (i) those Tax indemnifications given to the former shareholders of On-Demand Software, Inc. by the Contributing Companies in connection with the sale of said company to NSMG (up to a maximum amount of $3,000,000), and (ii) Unforeseen Tax Liabilities for which Newco is responsible as provided in Section 11.1(e) (as determined without the limitations in Section 11.2).

Indemnity for Taxes. (a) Except as otherwise provided in this Section 13 or Section 11, from and after the Closing, SSI and STI shall timely pay and indemnify and save Newco and its Affiliates harmless from any liability for, or arising out of or based upon, or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) (i) of STI or SSI or any member of the affiliated group of corporations (as defined in section 1504 of the Code) of which STI or SSI is a member (other than any member of the Contributed Company Group or with respect to any Tax relating to the income, business, assets, property or operations of the Group Business) for any taxable period or (ii) relating to the income, business, assets, property or operations of the Group Business or of the Contributed Company Group to the extent that such liability for Tax is not reflected in the SSI Disclosure Letter or the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Financial Statements Balance Sheet), and is either (A) in respect of any taxable period that ends prior to the Group Financial Statements Balance Sheet Date or in respect of any taxable period that includes, but does not end on, the Group Financial Statements Balance Sheet Date, the portion of such period ending on the Group Financial Statements Balance Sheet Date or (B) with respect to an excess loss account in the stock of any Contributed Company or from a deferred intercompany transaction (other than among members of the Contributed Company Group) entered into prior to the Group Financial Statements Balance Sheet Date and is triggered as a result of the Contributed Company Group ceasing to be affiliated with STI or SSI. The indemnity provisions of this Section 13.4(a) shall not apply to Taxes attributable to a breach of, or inaccuracy in, Section 13.6(a). (b) Notwithstanding anything contained in this Section 13, STI and SSI shall not be obligated to indemnify Newco for any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) by reason of an election or deemed election (including any protective election) with respect to transactions described in this Agreement made or filed post-Closing by Newco or any member of the Contributed Companies under Section 338 of the Internal Revenue Code. Further, no Section 338 such election shall be made with respect to any of the transactions described in this Agreement. (c) Except to the extent otherwise provided in this Section 13, Newco shall timely pay and indemnify and save STI and its Affiliates harmless from any liability for, or arising out of or based upon or relating to any Tax (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated basis with respect to a group of corporations that includes or included STI or SSI) (i) relating to the income, business, assets, property or operations of the Group Business by Newco and its Affiliates or any member of the Contributed Company Group Affiliate in respect of all taxable periods beginning after the Group Financial Statements Balance Sheet Date, or, in the case of any taxable period that includes but does not end on the Group Financial Statements Balance Sheet Date, the portion of such period commencing on the day following the Group Financial Statements Balance Sheet Date; and (ii) to the extent such liability for Tax is reflected in the Group Financial Statements (irrespective of where it is reflected on the 1998 Group Financial Statements Balance Sheet) or the SSI Disclosure Letter and such liability is for Tax relating to the income, business, assets, property or operations of the Group Business or of any member of the Contributed Company Group. Newco shall also be responsible for, shall pay and perform, and shall indemnify, defend and hold harmless the Contributing Companies from (i) those Tax indemnifications given to the former shareholders of On-Demand Software, Inc. by the Contributing Companies in connection with the sale of said company to NSMG (up to a maximum amount of $3,000,000), and (ii) Unforeseen Tax Liabilities for which Newco is responsible as provided in Section 11.1(e) (as determined without the limitations in Section 11.2)Company.