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.
(b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement.
(c) With respect to any Straddle Period, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing the books at the end of the 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, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f).
(d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under a...
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. (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.
(b) The Purchaser shall indemnify the Seller Parties and any of their Affiliates against all Damages for Taxes assessed against the Seller Parties that are attributable to the Purchaser’s conduct of the Business during any Post-Closing Tax Period.
(c) With respect to any Straddle Period, any Damages for Taxes shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period by closing the books at the end of the Closing Date, except that Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, shall be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period.
(d) The Purchase Price shall be exclusive of any goods and services tax, sales, use, value-added, transfer or similar Taxes (collectively, “GST”). The parties shall use their respective Best Efforts to satisfy the requirements of the Singapore tax authorities so that the supply or transfer of the Acquired Assets is regarded as a transfer of a business as a going concern for purposes of the Goods and Services Tax Act (Cap 117A) (the “GST Act”), including without limitation each Party ensuring that it is a registered taxable person for purposes of the GST Act and the Purchaser providing written confirmations as required by any of the Seller Parties. The parties shall use their respective Best Efforts to satisfy any similar requirement of the Swiss tax authorities so that the supply or transfer of the Acquired Assets is regarded as a transfer of a business as a going concern for purposes of Swiss GST law. Following the Closing Date, the Purchaser shall conduct the Business as a going concern and the Acquired Assets will be used for the purposes of the Business. In the event that it is determined that any GST is payable for the supply or transfer of the Acquired Assets, the relevant Seller Parties shall immediately issue a valid tax invoice for GST purposes to the Purchaser, and after receipt of the valid tax invoice for GST purposes the Purchaser shall promptly pay to the Seller an amount equal to such GST.
(e) The Purchaser shall be responsible for paying any stamp duty or stamp tax required in connection with the transfer of the Acquired Assets.
Liability and Indemnification for Taxes. 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).
Liability and Indemnification for Taxes. (a) The Company 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.
(b) The Purchaser will defend, indemnify, and hold harmless the Company against any Liability or obligation of the Company for all Taxes with respect to any Post-Closing Period (or for any Straddle Period to the extent allocable to the portion of such period beginning after the Closing Date), except to the extent that such Losses for Taxes are attributable to any breach of representation, warranty, or covenant of the Seller hereunder relating to Taxes. Such indemnification obligation of the Purchaser shall continue in effect until the third anniversary of the Closing Date.
(c) With respect to any Straddle Period, any Taxes attributable to the Company will be allocated between the Pre-Closing Period and the Post-Closing Period by closing the books at the end of the 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.
Liability and Indemnification for Taxes. From and after the Effective Time, the Indemnifying Parties (as defined in Section 6.2(a)) severally, and not jointly, shall be liable and indemnify the Parent Indemnified Parties (as defined in Section 6.2(a)) in accordance with their respective Indemnity Pro Rata Share for: (i) all unpaid Taxes of the Company for any Tax period or portion thereof ending on or prior to the Closing Date (a “Pre-Closing Tax Period”), including, for the avoidance of doubt, all payroll, employment or similar Taxes with respect to any bonuses, severance, option exercises or cash-outs or other compensatory payments made on or prior to the Closing Date to service providers of the Company in connection with the transactions contemplated by this Agreement, whether payable by Parent or the Company, except to the extent included in the Statement of Transaction Expenses, but excluding any Losses with respect to Taxes that arise as a result of actions taken by Parent or the Surviving Corporation on the Closing Date after the Closing that are outside of the ordinary course of business, (ii) all Taxes of any other Person for which the Company may be liable as a result of Treasury Regulation §1.1502-6(a) (or any similar provision of state, local or non-U.S. law, including any arrangement for group or consortium relief or similar arrangement), as a transferee or successor, by operation of law, by Contract or otherwise with respect to Taxes for any Pre-Closing Tax Period, (iii) the Indemnifying Parties’ portion of Transfer Taxes pursuant to Section 4.12(f) and (iv) all Losses attributable to any item in clauses (i) through (iii), in each case, to the extent not otherwise already accrued as a Liability in the calculation of Net Working Capital Amount or otherwise paid by the Stockholders pursuant to this Section 4.12.
Liability and Indemnification for Taxes. 34 Section 9.3 Tax Return Filing; Audit Responsibilities. 34 Section 9.4 Cooperation. 35 Section 9.5 No Code Section 338 Election. 35 Section 9.6 Tax Treatment of Indemnity Payments. 35
Liability and Indemnification for Taxes. (a) The Seller will indemnify the Purchaser Indemnitees against all Excluded Taxes and any reasonable costs and expenses related thereto incurred by Tax advisors of the Purchaser Indemnitees in connection with defending the assessment of any Excluded Tax during the course of any audit or other proceedings initiated by a Governmental Entity.
(b) The Purchaser will indemnify the Seller Indemnitees against (i) all Taxes imposed against the Seller that are attributable to the Purchaser’s use of the Acquired Assets during any Post-Closing Period, (ii) any Taxes resulting from the breach of any covenant or other obligation of the Purchaser under this Article 9, and (iii) any Taxes of, or relating to, the Acquired Assets that are not
Liability and Indemnification for Taxes. (a) The Sellers will indemnify the Purchaser Indemnitees against (i) all Damages for Taxes of the Sellers for any Pre-Closing Period; (ii) all Damages for Taxes attributable to any breach of representation or warranty by the Sellers relating to Taxes; and (iii) any Damages for Taxes imposed on any Purchaser Indemnitee as a result of a breach of any covenant of the Sellers contained in this Article 7 attributable to any Pre-Closing Period.
(b) The Purchaser will indemnify the Seller Indemnitees against all Damages for Taxes imposed on the Seller Indemnitees with respect to the CPMRC Business and the Transferred Assets that are attributable to any Post-Closing Period.
(c) Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, indemnification for Taxes hereunder shall be governed by this Article 7.
Liability and Indemnification for Taxes. 64 12.5 Procedures Related to Tax Claims...............65 12.6
