Common use of Seller Indemnification Clause in Contracts

Seller Indemnification. Seller shall be liable for, and shall indemnify and hold Buyer harmless against, all Taxes of the Company, including income Taxes imposed on the Company as a result of the Elections, payable for any taxable year or taxable period ending on or before the Closing Date (other than Taxes imposed as a result of actions outside the ordinary course of business occurring after the Closing on the Closing Date). To appropriately apportion any income Taxes relating to any taxable year or period beginning before and ending after the Closing Date by a closing of the Company's books as of the end of the day on the Closing Date, the parties shall apportion such income Taxes to the portion of the taxable period ending on or before the Closing Date by a closing of the Company's books at the end of the day on the Closing Date except that (i) exemptions, allowances or deductions that are calculated on a time basis, such as the deduction for depreciation, shall be apportioned on a time basis and (ii) all Taxes relating to actions outside the ordinary course of business occurring after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date. To appropriately apportion any non-income Taxes relating to any taxable year beginning before and ending after the Closing Date, the parties shall apportion such non-income Taxes to the portion of the taxable period ending on or before the Closing Date as follows: (x) AD VALOREM Taxes (including, without limitation, real and personal property Taxes) shall be accrued on a daily basis over the period for which such Taxes are levied, or if it cannot be determined over the period such Taxes are being levied, over the fiscal period of the relevant taxing authority, in each case irrespective of the lien or assessment date of such Taxes, (y) all Taxes relating to actions outside the ordinary course of business occurring on or after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date and (z) franchise and other privilege Taxes not measured by income shall be accrued on a daily basis over the period to which the privilege relates. Seller's obligations under this paragraph shall not be limited or affected by any disclosures made by Seller in or pursuant to Article II.

Seller Indemnification. Seller shall be liable for, and shall indemnify and hold Buyer harmless against, all Taxes of the Company, including income Taxes imposed on the Company as a result of the Elections, payable for any taxable year or taxable period ending on or before the Closing Date (other than Taxes imposed as a result of actions outside the ordinary course of business occurring after the Closing on the Closing Date). To appropriately apportion any income Taxes relating to any taxable year or period beginning before and ending after the Closing Date by a closing of the Company's books as of the end of the day on the Closing Date, the parties shall apportion such income Taxes to the portion of the taxable period ending on or before the Closing Date by a closing of the Company's books at the end of the day on the Closing Date except that (i) exemptions, allowances or deductions that are calculated on a time basis, such as the deduction for depreciation, shall be apportioned on a time basis and (ii) all Taxes relating to actions outside the ordinary course of business occurring after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date. To appropriately apportion any non-income Taxes relating to any taxable year beginning before and ending after the Closing Date, the parties shall apportion such non-income Taxes to the portion of the taxable period ending on or before the Closing Date as follows: (x) AD VALOREM ad valorem Taxes (including, without limitation, real and personal property Taxes) shall be accrued on a daily basis over the period for which such Taxes are levied, or if it cannot be determined over the period such Taxes are being levied, over the fiscal period of the relevant taxing authority, in each case irrespective of the lien or assessment date of such Taxes, (y) all Taxes relating to actions outside the ordinary course of business occurring on or after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date and (z) franchise and other privilege Taxes not measured by income shall be accrued on a daily basis over the period to which the privilege relates. Seller's obligations under this paragraph shall not be limited or affected by any disclosures made by Seller in or pursuant to Article II.

Seller Indemnification. Seller shall be liable for, and shall indemnify and hold Buyer Purchaser and/or Pyramid harmless against, all Taxes of the Company, including income Taxes imposed on the Company as a result of the Elections, Pyramid payable for any taxable year or taxable period ending on or before the Closing Date (other than Date, but only to the extent such Taxes imposed exceed the amount of Taxes that have been reserved for in the SAP books and records of Pyramid as a result of actions outside the ordinary course of business occurring after the Closing on the Closing Date). To appropriately apportion any income Taxes taxes relating to any taxable year or period beginning before (and ending after the Closing Date by a closing of the Company's books as of the end of the day on after) the Closing Date, the parties hereto shall apportion such income Taxes taxes to the portion of the taxable period ending on or before the Closing Date by a closing of the CompanyPyramid's books at the end of the day on the Closing Date consistent with its past practice for reporting items, except that (i) exemptions, allowances or deductions that are calculated on a time basis, such as the deduction for depreciation, shall be apportioned on a time basis and (ii) all Taxes relating to actions outside the ordinary course of business occurring after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Datebasis. To appropriately apportion any non-income Taxes taxes relating to any taxable year beginning before (and ending after after) the Closing Date, the parties hereto shall apportion such non-income Taxes taxes to the portion of the taxable period ending on or before the Closing Date as follows: (w) premium taxes shall be accrued based on statutory premium recorded in the SAP books and records of Pyramid, (x) AD VALOREM Taxes (including, without limitation, real and personal property Taxestaxes) shall be accrued on a daily monthly basis over the period for which such Taxes taxes are levied, or if it cannot be determined over the period such Taxes taxes are being levied, over the fiscal period of the relevant taxing authority, in each case irrespective of the lien or assessment date of such Taxestaxes, (y) all Taxes relating to actions outside the ordinary course of business occurring on or after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date Date, and (z) franchise and other privilege Taxes taxes not measured by income shall be accrued on a daily monthly basis over the period to which the privilege relates. Seller's obligations under this paragraph shall not be limited or affected by any disclosures made by Seller in or pursuant to Article II.

Seller Indemnification. Seller shall be liable for, and shall indemnify and hold Buyer Purchaser harmless against, all Taxes of the Company, including income Taxes imposed on the Company as a result of the Elections, payable for any taxable year or taxable period ending on or before the Closing Date (other than Date, but only to the extent such Taxes imposed exceed the amount of Taxes that have been reserved for in the financial records of the Company calculated on a SAP basis as a result of actions outside the ordinary course of business occurring after the Closing on Date and provided that such financial records will not reflect any reserve or accrual for Taxes that result from the Closing Date)Section 338(h)(10) election described below in paragraph (h) of this Section 4.2; provided, however, that Seller shall not be liable for, nor shall such indemnification and hold harmless apply to, any Taxes resulting from the net unearned premium reserve transfer by Trinity to the Company pursuant to the Reinsurance Termination contemplated by Section 4.11 below. To appropriately apportion any income Taxes taxes relating to any taxable year or period beginning before (and ending after the Closing Date by a closing of the Company's books as of the end of the day on after) the Closing Date, the parties hereto shall apportion such income Taxes taxes to the portion of the taxable period ending on or before the Closing Date by a closing of the Company's books at the end of the day on the Closing Date consistent with its past practice for reporting items, except that (i) exemptions, allowances or deductions that are calculated on a time basis, such as the deduction for depreciation, shall be apportioned on a time basis and (ii) all Taxes relating to actions outside the ordinary course of business occurring after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Datebasis. To appropriately apportion any non-income Taxes taxes relating to any taxable year beginning before (and ending after after) the Closing Date, the parties hereto shall apportion such non-income Taxes taxes to the portion of the taxable period ending on or before the Closing Date as follows: (w) premium taxes shall be accrued based on statutory premium recorded in the financial records of the Company, (x) AD VALOREM ad valorem Taxes (including, without limitation, real and personal property Taxestaxes) shall be accrued on a daily monthly basis over the period for which such Taxes taxes are levied, or if it cannot be determined over the period such Taxes taxes are being levied, over the fiscal period of the relevant taxing authority, in each case irrespective of the lien or assessment date of such Taxestaxes, (y) all Taxes relating to actions outside the ordinary course of business occurring on or after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date Date, and (z) franchise and other privilege Taxes taxes not measured by income shall be accrued on a daily monthly basis over the period to which the privilege relates. Seller's obligations under this paragraph shall not be limited or affected by any disclosures made by Seller in or pursuant to Article II.

Seller Indemnification. Seller shall be liable for, and shall indemnify and hold Buyer Purchaser harmless against, all Taxes of the Company, including income Taxes imposed on the Company as a result of the Elections, payable for any taxable year or taxable period ending on or before the Closing Date (other than Date, but only to the extent such Taxes imposed as a result exceed the amount of actions outside the ordinary course of business occurring after the Closing Taxes, if any, that have been reserved for on the Closing Date)Balance Sheet. To appropriately apportion any income Taxes relating to any taxable year or period beginning before and ending after the Closing Date by a closing of the Company's books as of the end of the day on the Closing Date, the parties shall apportion such income Taxes to the portion of the taxable period ending on or before the Closing Date by a closing of the Company's books at the end of the day on the Closing Date consistent with their past practice for reporting items, except that (i) exemptions, allowances or deductions that are calculated on a time basis, such as the deduction for depreciation, shall be apportioned on a time basis and (ii) all Taxes relating to actions outside the ordinary course of business business, occurring after the Closing Closing, on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date. To appropriately apportion any non-income Taxes relating to any taxable year beginning before and ending after the Closing Date, the parties shall apportion such non-income Taxes to the portion of the taxable period ending on or before the Closing Date as follows: (x) AD VALOREM ad valorem Taxes (including, without limitation, limitations real and personal property Taxestaxes) shall be accrued on a daily basis over the period for which such Taxes are levied, or if it cannot be determined over the period such Taxes are being levied, over the fiscal period of the relevant taxing authority, authority in each case irrespective of the lien or assessment date of such Taxes, (y) all Taxes relating to actions outside the ordinary course of business occurring on or after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date and (z) franchise and other privilege Taxes not measured by income shall be accrued on a daily basis over the period to which the privilege relates. Seller's obligations under this paragraph shall not be limited or affected by any disclosures made by Seller in or pursuant to Article II.,

Seller Indemnification. Seller shall be liable for, and shall indemnify and hold Buyer Purchaser harmless against, all Taxes of the Company, including income Taxes imposed on the Company as a result of the Elections, HSI payable for any taxable year or taxable period ending on or before the Closing Date (other than but only to the extent such Taxes imposed as a result exceed the amount of actions outside Taxes that have been reserved for in the ordinary course of business occurring after the Closing on the Closing Date)Financial Statements. To appropriately apportion any income Taxes relating to any taxable year or period beginning before and ending after the Closing Date by a closing of the Company's books as of the end of the day on the Closing Date, the parties shall apportion such income Taxes to the portion of the taxable period ending on or before the Closing Date by a closing of the CompanyHSI's books at the end of the day on the Closing Date consistent with their past practices for reporting items, except that (i) exemptions, allowances or deductions that are calculated on a time basis, such as the deduction for depreciation, shall be apportioned on a time basis and (ii) all Taxes relating to actions outside the ordinary course Ordinary Course of business Business, occurring after the Closing Closing, on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date. To appropriately apportion any non-income Taxes relating to any taxable year beginning before and ending after the Closing Date, the parties shall apportion such non-income Taxes to the portion of the taxable period ending on or before the Closing Date as follows: (xi) AD VALOREM ad valorem Taxes (including, without limitation, limitation real and personal property Taxestaxes) shall be accrued on a daily basis over the period for which such Taxes are levied, or if it cannot be determined over the period such Taxes are being levied, over the fiscal period of the relevant taxing authority, authority in each case irrespective of the lien or assessment date of such Taxes, (yii) all Taxes relating to actions outside the ordinary course Ordinary Course of business Business occurring on or after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date and (ziii) franchise and other privilege Taxes not measured by income shall be accrued on a daily basis over the period to which the privilege relates. Seller's obligations under this paragraph shall not be limited or affected by any disclosures made by Seller in or pursuant to Article II.

Seller Indemnification. Seller shall be liable for, and shall indemnify and hold Buyer Purchaser harmless against, all Taxes of the Company, including income Taxes imposed on the Company as a result of the Elections, payable for any taxable year or taxable period ending on or before the Closing Date (other than Date, but only to the extent such Taxes imposed as a result exceed the amount of actions outside Taxes that have been reserved for in the ordinary course Financial Statements, and any premium taxes arising on account of business occurring after any premium with respect to the Closing on HNL Dental Business allocable to coverage prior to the Closing Date). To appropriately apportion any income Taxes relating to any taxable year or period beginning before (and ending after the Closing Date by a closing of the Company's books as of the end of the day on after) the Closing Date, the parties shall apportion such income Taxes to the portion of the taxable period ending on or before the Closing Date by a closing of the Company's books at the end of the day on the Closing Date consistent with its past practice for reporting items, except that (i) exemptions, allowances or deductions that are calculated on a time basis, such as the deduction for depreciation, shall be apportioned on a time basis and (ii) all Taxes relating to actions outside the ordinary course of business business, occurring after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date and all Taxes relating to actions outside the ordinary course of business, occurring prior to the Closing shall be apportioned to the period ending on the Closing Date. To appropriately apportion any non-income Taxes relating to any taxable year beginning before (and ending after after) the Closing Date, the parties shall apportion such non-income Taxes to the portion of the taxable period ending on or before the Closing Date as follows: (x) AD VALOREM ad valorem Taxes (including, without limitation, real and personal property Taxestaxes) shall be accrued on a daily basis over the period for which such Taxes are levied, or if it cannot be determined over the period such Taxes are being levied, over the fiscal period of the relevant taxing authority, in each case irrespective of the lien or assessment date of such Taxes, (y) all Taxes relating to actions outside the ordinary course of business occurring on or after the Closing on the Closing Date (other than income Taxes imposed as a result of the Elections) shall be apportioned to the period ending after the Closing Date and (z) franchise and other privilege Taxes not measured by income shall be accrued on a daily basis over the period to which the privilege relates. Seller's obligations under this paragraph shall not be limited or affected by any disclosures made by Seller in or pursuant to Article II.