Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the Seller will indemnify the Purchaser Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of or due to any breach of any covenant of the Seller set forth in this Agreement.
Liability and Indemnification for Taxes. (a) Parent shall indemnify the Buyer Indemnified Parties against (i) all Losses for Taxes of the Company Entities and Brazil NewCo that are attributable to any Pre-Closing Period, which shall include any Losses for Taxes as a result of any Company Entity having been on or before the Closing Date a member of an affiliated, consolidated, combined or unitary group (for purposes of any federal, state, local or foreign law, and including any arrangement providing for group Tax relief or any similar arrangement within any jurisdiction) that includes any person other than the Company Entities, (ii) all Losses for Taxes (W) imposed on the Restructuring, (X) of Brazil NewCo as a result of Brazil NewCo having been on or before the BRT Date a member of an affiliated, consolidated, combined or unitary group (for purposes of any federal, state, local or foreign law, and including any arrangement providing for group Tax relief or any similar arrangement within any jurisdiction), (Y) of Brazil NewCo imposed on Brazil NewCo as a successor entity of Parent Brazil relating to any Liabilities between Parent Brazil and Parent or its other subsidiaries, and (Z) of Brazil NewCo relating to the termination of any Brazil Intercompany Liabilities prior to the BRT Date, (iii) all Losses for Taxes attributable to any breach of a representation, warranty or covenant relating to Taxes; provided, however, that Parent shall not be required to indemnify the Buyer Indemnified Parties for any Losses for Taxes as a result of a breach of Section 2.9(o) except to the extent that such breach results in a limitation under Section 382 of the Code on the lesser of the Transferred NOL (assuming the NOL Payment has been made) or the NOL Target, (iv) all Losses for Taxes resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (v) all Losses for Taxes of any Company Entity or Brazil NewCo resulting from a termination of any Tax sharing agreement pursuant to Section 8.6, (vi) all Losses relating to any amount required to be reimbursed or repaid pursuant to the Special Incentives Contract entered into by and between Puerto Rico Industrial Fund, Inc. and Company PR and/or Solectron de Puerto Rico, Inc. and all other Losses relating to any subsidy, grant or incentive that was provided to Parent, the Company Entities, or any of their respective Aff...
Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.5(a)(iii) and the limitations expressly set forth in Section 9.2(d), and except to the extent any Taxes are reserved or accrued on the Closing Balance Sheet, the Seller will indemnify the Purchaser Indemnified Parties against: (i) all Losses for all Taxes of the Acquired Companies that are attributable to the Pre-Closing Period or as a result of the Pre-Sale Restructuring or Carve-out Restructuring, and (ii) all Losses for all Taxes attributable to any breach of the Company’s representations and warranties set forth in Section 3.13.
Liability and Indemnification for Taxes. (a) The Seller will indemnify the Purchaser Indemnitees against all Excluded Taxes and all related costs of defending claims relating to Excluded Taxes. Any Purchaser Indemnitee seeking indemnity under this Article 9 will comply with the claims procedure set forth in Section 8.3.
Liability and Indemnification for Taxes. (a) The Seller shall indemnify the Purchaser against all Damages for Taxes assessed against the Purchaser with respect to the Business that are attributable to the Pre-Closing Tax Period.
Liability and Indemnification for Taxes. From and after the Closing, Seller and Parent shall, jointly and severally, indemnify the Buyer Indemnitees against and hold the Buyer Indemnitees harmless from any Losses based upon, related to, arising out of, or in connection with (i) Taxes imposed on a Group Company, or for which a Group Company may otherwise be liable, for any Pre-Closing Period (including any Taxes attributable to any Section 338(h)(10) Elections, subject to Buyer’s obligation to pay the Section 338(h)(10) Gross-Up Amount), and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, and (ii) Taxes imposed on a Group Company, or for which for which a Group Company may otherwise be liable, as a result of having been a member of a Consolidated Group (including Taxes for which the Group Company may be liable pursuant to Treasury Regulation 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Consolidated Group and any Taxes resulting from the Group Company ceasing to be a member of any Consolidated Group), provided, however, that Seller and Parent shall not be liable for any Tax liability to the extent such Tax liability is reflected as a liability in the computation of the Net Working Capital at Closing pursuant to the other terms of this Agreement.
Liability and Indemnification for Taxes. 57 Section 9.2 Tax Return Filing; Audit Responsibilities 58 Section 9.3 Cooperation 59 Section 9.4 No Code Section 338 Election 59 ARTICLE 10 EMPLOYEE MATTERS 59 Section 10.1 Employees 59 TABLE OF CONTENTS (continued) Page Section 10.2 Defined Benefit Plans 61 Section 10.3 Defined Contribution Plan 62 Section 10.4 Welfare Arrangements 62 Section 10.5 WARN Act 62 Section 10.6 No Third-Party Beneficiaries 63 Section 10.7 Negotiations with Employees 63 ARTICLE 11 ENVIRONMENTAL MATTERS 63 Section 11.1 Indemnification by the Seller 63 Section 11.2 Survival 63 Section 11.3 Limitations on Liability 64 Section 11.4 Procedure for Indemnification For Environmental Losses 66 Section 11.5 Xxxx Air Issue 69 ARTICLE 12 GENERAL PROVISIONS 69 Section 12.1 Notices 69 Section 12.2 Amendment 70 Section 12.3 Specific Performance 70 Section 12.4 Waiver and Remedies 71 Section 12.5 Entire Agreement 71 Section 12.6 Assignment, Successors and No Third Party Rights 71 Section 12.7 Severability 71 Section 12.8 Exhibits and Schedules 71 Section 12.9 Interpretation 72 Section 12.10 Expenses 72 Section 12.11 Governing Law 72 Section 12.12 Limitation on Liability 72 Section 12.13 Jurisdiction and Service of Process 72 Section 12.14 Waiver of Jury Trial 72 Section 12.15 No Joint Venture 73 Section 12.16 Counterparts 73 Exhibits Exhibit A Deposit Agreement Exhibit B Xxxx of Sale Exhibit C Assignment and Assumption Agreement Exhibit D Share Transfer Agreement Exhibits E-1, E-2 and E-3 IP Assignments and IP License Agreement Exhibit F Transition Services Agreement Exhibit G TBT Supply Agreement Exhibit H TOT Supply Agreement Exhibit I TPP/LPE Supply Agreement Exhibit J Ciba Environmental Indemnity Assignment Exhibit K Bidding Procedures Order Exhibit L Approval Order SHARE AND ASSET PURCHASE AGREEMENT This Share and Asset Purchase Agreement (the “Agreement”) is made as of December 23, 2009, by and among Chemtura Corporation, a Delaware corporation (the “Seller”), SK Atlas, LLC, a Delaware limited liability company (the “Purchaser”) and SK Capital Partners II, LP, a Delaware limited liability company (“SK”). Capitalized terms used in this Agreement shall have the meanings given to such terms in Article 1. The Seller and the Acquired Company (as defined below) are engaged in the Business. This Agreement contemplates the sale and transfer to the Purchaser of certain of the assets and liabilities relating to the Business, including the shares of the capital stock of the Acquired Company. The S...
Liability and Indemnification for Taxes. (a) The Seller will defend, indemnify and hold harmless the Purchaser Indemnified Parties against any Liability or obligation of the Company for (i) any Taxes with respect to any Pre-Closing Period (or for any Straddle Period to the extent allocable to the portion of such period beginning before and ending on the Closing Date), except to the extent accrued or reserved for as current Liabilities on the Balance Sheet and the Interim Balance Sheet; or (ii) any Taxes incurred in any Post-Closing Period but arising from the settlement or other resolution with a Governmental Authority of an asserted Tax Liability which relates to any Pre-Closing Period or Straddle Period (to the extent allocable to the portion of the Straddle Period beginning before and ending on the Closing Date). Such indemnification obligation of the Seller shall continue in effect until the third anniversary of the Closing Date.
Liability and Indemnification for Taxes. (a) If Closing occurs, Seller shall indemnify the Buyer Indemnified Parties against all Losses for (i) all Taxes of the Acquired Companies that are attributable to the Pre-Effective Date Period, (ii) without duplication, all Taxes attributable to any breach of any of the Seller Warranties or the Parent Warranties and (iii) without duplication, all Taxes arising solely out of or due to any breach of any covenant of Seller or Parent set forth in this Agreement; provided, however, that Seller shall not indemnify the Buyer Indemnified Parties against Losses for (A) Taxes reserved or accrued on the Effective Date Financial Statements, (B) Taxes attributable to the matters Fairly Disclosed in Article 3 of the Seller Disclosure Letter, (C) Transfer Taxes, (D) all Taxes arising solely out of or due to any breach of any covenant of Buyer set forth in this Agreement, (E) Taxes of the Acquired Companies arising as a result of any event occurring on the Closing Date but after the Closing outside the ordinary course of business of the relevant Acquired Company, and (F) Taxes, or portions thereof, of the Acquired Companies resulting from any failure by any Acquired Company to pay or discharge when due any liability to Tax of such Acquired Company which is required to be paid after Closing.
Liability and Indemnification for Taxes. (k) If the Phase I Closing occurs, and subject to Section 8.4 and the limitation expressly set forth in Section 8.5(a)(iv), and except to the extent any such Taxes are reflected as Liabilities in calculating the adjustments to the Purchase Price in accordance with Section 2.7, the Seller will indemnify the Purchaser Indemnified Parties against all Losses for (i) all Taxes of the Acquired Companies that are attributable to the Pre-Closing Period (including under Section 9.1(c)), (ii) all Taxes that are Excluded Liabilities, (iii) all Taxes attributable to any breach of (1) the Seller’s representations and warranties in Section 3.11 or (2) the covenants or agreements set forth in Section 5.2(b)(viii) and (iv) any Transfer Taxes allocated to the Seller under Section 9.1(d). (l) If the Phase I Closing occurs, and subject to Section 8.4 and the limitation expressly set forth in Section 8.5(b)(iv), the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Companies that are attributable to any Post-Closing Period (including under Section 9.1(c)), except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.11, (ii) all Taxes that are Assumed Liabilities, (iii) any Transfer Taxes allocated to the Purchaser under Section 9.1(d) and (iv) any VAT allocated to the Purchaser under Section 9.1(e). (m) With respect to any Straddle Period, any Losses for Taxes will be allocated between the Pre-Closing Period and the Post-Closing Period by closing the books at the end of the applicable Closing Date, except that Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement. (n) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, whether such Taxes are imposed by Law on the Seller, any Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (e) hereof, and, for the avoidance of doubt, other than Taxes measured in whole or in part by income, gain, or similar Taxes) (such Taxes, the “Transfer Taxes”), ...
