Common use of Seller Indemnity Clause in Contracts

Seller Indemnity. Parent and Seller shall jointly and severally indemnify and hold harmless on an after-tax basis the Purchaser, the Company and its Subsidiaries and their respective Affiliates from and against, without duplication, (i) any Income Taxes of the Company and its Subsidiaries for any Pre-Closing Period or resulting from any transaction in the Pre-Closing Period (including any Taxes resulting from the Section 338 Elections); (ii) any Income Taxes of any Person other than the Company and its Subsidiaries, including any Taxes for which the Company or any of its Subsidiaries are liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise; (iii) any sales and use Taxes of the Company and its Subsidiaries for any Pre-Closing Period, except for sales and use Taxes that have been reserved or otherwise accrued or reflected as a liability on the Closing Date Balance Sheet; (iv) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date, of the "selling consolidated group" (as defined in Section 338(h)(10)(B) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; and (v) any Loss incurred by the Purchaser or any of its Affiliates to the extent arising out of or resulting from any breach of (A) any covenant or agreement contained in Section 5.01(b)(viii) to the extent such covenant or agreement has been made with respect to Income Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VII.

Seller Indemnity. Parent Upon the terms and subject to the conditions of this Article IX, from and after the Closing Date, the Seller shall jointly and severally indemnify hereby agrees to indemnify, defend and hold harmless on an after-tax basis the Purchaser, the Company Purchaser and its Subsidiaries Affiliates and their respective Affiliates Representatives, successors and assigns (each, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) from and againstagainst any Damages incurred by any Purchaser Indemnified Party to the extent arising out of, without duplicationrelating to or resulting from (or constituting, in the case of clause (iii)): (i) any Income Taxes breach of any representation or warranty of the Company Seller set forth in Article III of this Agreement or of the Companies set forth in Article IV of this Agreement, as of the Closing Date (other than representations and its Subsidiaries warranties that address matters only as of an earlier date, in which case, as of such earlier date) (provided that, for purposes of this Section 9.1(a), any Pre-Closing Period materiality, material adverse effect, “Seller Material Adverse Effect” or resulting from any transaction “Xxxxx Xxxxxxxx Adverse Effect” qualification therein shall be disregarded and not given effect, except in the Pre-Closing Period case of the representations and warranties set forth in Section 4.7(a), (including b) and (f) (Financial Statements; Indebtedness), Section 4.8 (No Xxxxx Xxxxxxxx Adverse Effect; Absence of Certain Developments), the categories of Material Group Contracts in Section 4.16(a) (Contracts) and the word “Material” in the term “Material Group Contracts” and provided further that, any indemnification for Conveyance Taxes resulting from the as a result of a breach of Section 338 Elections4.13(s) shall be subject to Section 10.6 (Conveyance Taxes)); (ii) any Income Taxes breach of any Person other than covenant or agreement of the Company and its Subsidiaries, including any Taxes for which the Company Seller or any of its Subsidiaries are liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwiseCompany set forth in this Agreement; (iii) any sales and use Conveyance Taxes of for which the Company and its Subsidiaries for any Pre-Closing Period, except for sales and use Taxes that have been reserved or otherwise accrued or reflected as a liability on the Closing Date Balance SheetSeller is liable under Section 10.6 (Conveyance Taxes); (iv) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date, of the "selling consolidated group" (as defined in Section 338(h)(10)(B) of the Code) of which Ford Motor Company is the common parentSpecified Swaps, provided thatthat the Seller shall indemnify, but for such inability, a valid election under Section 338(h)(10) defend and hold harmless the Purchaser Indemnified Parties from and against only 90% of the Code could have been made; and (v) any Loss Damages incurred by the any Purchaser or any of its Affiliates Indemnified Party to the extent arising out of of, relating to or resulting from the Specified Swaps; (v) the Specified Taxes, provided that the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against only 50% of any breach of Specified Taxes; or (Avi) any covenant or agreement contained in Section 5.01(b)(viii) to the extent such covenant or agreement has been made with respect to Income Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VIIDisclosed Taxes.

Seller Indemnity. Parent and Each Seller shall severally and not jointly and severally indemnify and hold harmless on an after-tax basis the Purchaser, the Company and its Subsidiaries and their respective Affiliates Purchaser from and against, without duplication, : (i) such Seller’s allocable share (based on such Seller’s Applicable Percentage) of any Income Taxes (other than any Taxes included in the determination of Final Working Capital) imposed on or with respect to any of the Company Companies and its any of their respective Subsidiaries for with respect to any Pre-Closing Period Tax Period; (ii) any Taxes imposed on or resulting from with respect to such Seller with respect to any transaction in the Pre-Closing Tax Period (including any Taxes resulting from imposed under Section 1445 of the Code with respect to such Seller if such Seller did not provide a valid certificate pursuant to Section 338 Elections); 3.2(a)(iv) of this Agreement) and (iiiii) any Income Taxes such Seller’s allocable share (based on such Seller’s Applicable Percentage) of any Person other than Losses incurred by Purchaser, any of the Company and its Subsidiaries, including any Taxes for which the Company Companies or any of its their Subsidiaries are liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise; (iii) any sales and use Taxes of the Company and its Subsidiaries for any Pre-Closing Period, except for sales and use Taxes that have been reserved or otherwise accrued or reflected as a liability on the Closing Date Balance Sheet; (iv) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability attributable to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date, of the "selling consolidated group" (as defined in Section 338(h)(10)(B) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; and (v) any Loss incurred by the Purchaser or any of its Affiliates to the extent arising out of or resulting from any breach of (A) the inaccuracy or breach of the representations contained in Section 5.16(h) and Section 5.16(j), and (B) any breach or non-performance of any covenant or agreement contained in this Section 5.01(b)(viii8.8; provided, however, that the liability under Section 8.8(a)(i) to the extent and Section 8.8(a)(iii) (combined with all other Losses paid or payable by such covenant or agreement has been made Seller under Section 10.1(a) (other than, with respect to Income Taxes or sales any such Seller, in respect of any Seller Specified Representations of such Seller) and use Taxes or Section 10.1(b) shall in no event exceed such Seller’s Applicable Percentage of the Escrow Amount, as set forth opposite such Seller’s name on the Transaction Consideration Disbursement Schedule, and the aggregate liability of the Sellers under Section 8.8(a)(i) and Section 8.8(a)(iii) (B) any covenant or agreement together with all Losses paid as payable by the Sellers under Section 10.1(a) and Section 10.1(b) (other than with respect to Seller contained Specified Representations) shall not exceed the Escrow Amount. Purchaser shall have no claim against the Sellers under Section 8.8(a)(i) and Section 8.8(a)(iii) other than for the cash and Purchaser Common Stock, in Article VIIeach case, in the Escrow Amount. Purchaser may also choose to (but is not required to) access the Escrow Amount if entitled to payment under Section 8.8(a)(ii) from a Seller with respect to Taxes imposed on or with respect to such Seller; provided, however, Purchaser may not recover from the Escrow Amount with respect to such Seller in an amount that exceeds such Seller’s Applicable Percentage of the Escrow Amount, as set forth opposite such Seller’s name on the Transaction Consummation Disbursement Schedule, taking into account all other Losses paid or payable by such Seller under this Section 8.8(a), Section 10.1(a) (other than, with respect to any such Seller, in respect of any Seller Specified Representations of such Seller) and Section 10.1(b).

Seller Indemnity. Parent and Seller shall jointly and severally indemnify and hold harmless on an after-tax basis the Purchaser, the Company and its Company, the Subsidiaries and each of their respective Affiliates officers, directors, employees, agents and successors and assigns, from and againstagainst all Income and Property Taxes including, without duplicationlimitation, all assessments and adjustments from audits by any Tax authorities (a) with respect to all periods ending on or prior to the Closing Date, (ib) with respect to any Income Taxes period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Company and its Subsidiaries for any Closing Date (such portion, a "Pre-Closing Period Partial Period"), or resulting from (c) of Seller and any transaction in the Pre-Closing Period (including any Taxes resulting from the Section 338 Elections); (ii) any Income Taxes of any Person other entity, other than the Company and its the Subsidiaries, including any Taxes for which is or has been affiliated with Seller, as a result of Treasury Regulation Section 1.1502-6(a) or otherwise due to the affiliated relationship. Notwithstanding the foregoing, Seller shall not be required to indemnify Purchaser, the Company or any Subsidiary for additional Taxes payable as a result of its Subsidiaries are liable an election made (or deemed made) under Section 1.1502-6 338 of the Treasury Regulations (Code, or any similar comparable provision of statestate or local law. Seller shall be entitled to any net refunds of Income and Property Taxes (including interest thereon less any Taxes payable by the Company thereon and less costs of collection) with respect to the periods described in clauses (a) and (b) above, local or foreign Tax law), as a transferee or successor, by contract or otherwise; (iii) any sales and use Taxes except those reflected on the 1994 Audited Financial Statements of the Company or a Subsidiary as of December 31, 1994. The Company and the Subsidiaries may carry back any loss or other tax benefit into tax returns of Seller and its Subsidiaries Affiliates for any Pre-Closing Period, except for sales and use Taxes that have been reserved tax periods ending on or otherwise accrued before (or reflected as a liability on the Closing Date Balance Sheet; (ivwhich include) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date; provided, however, that: (i) Seller shall be entitled to retain any refunds generated as a result of the "selling consolidated group" such carryback, (as defined in Section 338(h)(10)(Bii) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; Purchaser shall indemnify and (v) any Loss incurred by the Purchaser or any hold harmless Seller and each of its officers, directors, employees, agents and successors and assigns, from and against the loss of any tax benefits Seller or its Affiliates would have otherwise been entitled to the extent arising out of or resulting from any breach of (A) any covenant or agreement contained in Section 5.01(b)(viii) if such carryback had not occurred, to the extent such covenant or agreement has been made with respect loss exceeds the refund retained by Seller, and (iii) Purchaser shall pay Seller an administrative charge for the preparation of any amended filings to utilize such carrybacks at the rate of $150 per hour to the extent such cost exceeds the refund retained by Seller which is not taken into account in clause (ii), above. Seller's indemnity to pay Income and Property Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VII.under this

Seller Indemnity. Parent Subject to Section 7.3 and without duplication of any right to recovery herein, from and after the Closing, the Seller shall jointly and severally indemnify and hold harmless on an after-tax basis the PurchaserHi Solutions and its Affiliates, officers, directors, shareholders, agents and other representatives (collectively, the Company “Hi Solutions Indemnitees”) against and its Subsidiaries in respect of any and their respective Affiliates all Losses arising out of, resulting from and against, without duplication, or incurred by any Hi Solutions Indemnitee in connection with: (i) the inaccuracy or breach of any Income representation or warranty by Seller or the Company contained in this Agreement or in any certificate delivered by or on behalf of Seller or the Company with respect thereto pursuant to this Agreement; (ii) the breach or non-fulfillment of any covenant or other agreement made by Seller contained in this Agreement; (iii) any and all (A) Taxes of Seller, (B) Taxes of the Company and its Subsidiaries for a Pre-Closing Tax Period (with the portion of any Straddle Period treated as a Pre-Closing Tax Period determined in accordance with Section 6.3(f)) (including any Taxes relating to any Pre-Closing Tax Period the payment of which is extended, deferred or resulting from any transaction in delayed until after the Pre-Closing Period Date under the CARES Act),, (including C) Liabilities of the Company for any Taxes resulting from the Section 338 Elections); of another Person (ii1) any Income Taxes as a result of any Person other than the Company and its Subsidiaries, including any Taxes for which the Company or any of its Subsidiaries are liable under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or any similar corresponding provision of state, local or foreign Tax law)Law) or any other Person which is or has ever been affiliated with the Company or with whom the Company otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date or (2) as a transferee or successor, by contract assumption, operation of Law, Contract or otherwise; , (iiiD) any sales Liabilities for Taxes attributable to a breach of a representation or warranty set forth in Section 4.10 (which, notwithstanding anything herein to the contrary, shall not be subject to any limitation in respect of any disclosure set forth in the schedules and use exhibits to this Agreement), and (E) any Transfer Taxes that are the responsibility of the Company and its Subsidiaries Seller pursuant to Section 6.3(e); provided, however, that in all instances, if such amounts were reserved for any Pre-Closing Period, except for sales and use Taxes that have been reserved or otherwise accrued or reflected as a liability on the Company’s balance sheet and taken into account and included in the calculation of the Closing Date Balance Sheet; Working Capital and the Net Working Capital Adjustment (if any), then Seller shall only be responsible for those amounts in excess of such reserves; (iv) any Taxes imposed on the Purchaser, and all Indebtedness or Seller Expenses of the Company or Seller arising prior to or at the Closing to the extent not taken into account in determining Equity Value; (v) any and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10all claims by any former equity holder (whether actual or purported) of the Code pursuant Company, or any other Person, seeking to Section 7.08 hereof due assert, or based upon, (A) ownership or rights to ownership of, or to compensation with respect to, or arising under any Interests or any other equity securities of the Company for periods prior to the Company not being a memberClosing, as (B) any rights of Seller in or to the Interests prior to the Closing Date, including any option, preemptive rights or rights of notice or to vote (or any other rights that would otherwise attach to the Interests if held by Seller), (C) any rights under the Company’s Organizational Documents, or (D) any claim that his, her or its Interests (or any other equity securities of the "selling consolidated group" Company) were wrongfully repurchased, cancelled, terminated or transferred by the Company or Seller; and (as defined in Section 338(h)(10)(Bvi) any and all Proceedings, demands, Orders, costs and other expenses (including legal fees and expenses) incident to any of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; and (v) any Loss incurred by the Purchaser foregoing or any of its Affiliates to the extent arising out enforcement of or resulting from any breach of (A) any covenant or agreement contained in this Section 5.01(b)(viii) to the extent such covenant or agreement has been made with respect to Income Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VII7.2(a).

Seller Indemnity. Parent and Seller shall jointly and severally indemnify and hold harmless on an after-tax basis the Purchaser, the Company and its Company, the Subsidiaries and each of their respective Affiliates officers, directors, employees, agents and successors and assigns, from and againstagainst all Income and Property Taxes including, without duplicationlimitation, all assessments and adjustments from audits by any Tax authorities (a) with respect to all periods ending on or prior to the Closing Date, (ib) with respect to any Income Taxes period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Company and its Subsidiaries for any Closing Date (such portion, a "Pre-Closing Period Partial Period"), or resulting from (c) of Seller and any transaction in the Pre-Closing Period (including any Taxes resulting from the Section 338 Elections); (ii) any Income Taxes of any Person other entity, other than the Company and its the Subsidiaries, including any Taxes for which is or has been affiliated with Seller, as a result of Treasury Regulation ss.1.1502-6(a) or otherwise due to the affiliated relationship. Notwithstanding the foregoing, Seller shall not be required to indemnify Purchaser, the Company or any Subsidiary for additional Taxes payable as a result of its Subsidiaries are liable an election made (or deemed made) under Section 1.1502-6 338 of the Treasury Regulations (Code, or any similar comparable provision of statestate or local law. Seller shall be entitled to any net refunds of Income and Property Taxes (including interest thereon less any Taxes payable by the Company thereon and less costs of collection) with respect to the periods described in clauses (a) and (b) above, local or foreign Tax law), as a transferee or successor, by contract or otherwise; (iii) any sales and use Taxes except those reflected on the 1994 Audited Financial Statements of the Company or a Subsidiary as of December 31, 1994. The Company and the Subsidiaries may carry back any loss or other tax benefit into tax returns of Seller and its Subsidiaries Affiliates for any Pre-Closing Period, except for sales and use Taxes that have been reserved tax periods ending on or otherwise accrued before (or reflected as a liability on the Closing Date Balance Sheet; (ivwhich include) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date; provided, however, that: (i) Seller shall be entitled to retain any refunds generated as a result of the "selling consolidated group" such carryback, (as defined in Section 338(h)(10)(Bii) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; Purchaser shall indemnify and (v) any Loss incurred by the Purchaser or any hold harmless Seller and each of its officers, directors, employees, agents and successors and assigns, from and against the loss of any tax benefits Seller or its Affiliates would have otherwise been entitled to the extent arising out of or resulting from any breach of (A) any covenant or agreement contained in Section 5.01(b)(viii) if such carryback had not occurred, to the extent such covenant or agreement has been made with respect loss exceeds the refund retained by Seller, and (iii) Purchaser shall pay Seller an administrative charge for the preparation of any amended filings to utilize such carrybacks at the rate of $150 per hour to the extent such cost exceeds the refund retained by Seller which is not taken into account in clause (ii), above. Seller's indemnity to pay Income and Property Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VII.under this

Seller Indemnity. Parent (a) Seller hereby agrees that from and Seller after the Closing it shall jointly and severally indemnify indemnify, defend and hold harmless on an after-tax basis the Purchaser, the Company Buyer and its Subsidiaries Affiliates and their respective Affiliates from officers, directors, employees, agents and stockholders (the “Buyer Indemnified Parties”) from, against and in respect of any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, costs and expenses (including reasonable attorneys’ fees, and reasonable out-of-pocket disbursements) (collectively, “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the Buyer Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to or to the extent arising or resulting from: (i) subject to Section 6.2.1(b), any breach of any representation or warranty made by Seller or Target contained in this Agreement, in all cases without duplicationgiving effect to any qualifications as to materiality such as “in all material respects”, “material”, “Material Adverse Effect” and similar qualifications contained in such representations and warranties; (ii) any breach of any covenant or agreement of Target (prior to the Closing Date) or Seller (at any time) contained in this Agreement; (iii) the Trewit Litigation; and (iv) the matters set forth on Exhibit G. (b) Except with respect to fraud and claims with respect to breaches of any Seller Fundamental Representation, (i) any Income Taxes of Seller shall not be liable to the Company and its Subsidiaries Buyer Indemnified Parties for any Pre-Closing Period or resulting from any transaction Losses with respect to the matters contained in Section 6.2.1(a)(i) unless the Pre-Closing Period (including any Taxes resulting from Losses therefrom exceed an aggregate amount equal to $10,000,000, in which case Seller shall be liable only for the Section 338 Elections); amount of Losses which exceed $7,500,000, and (ii) any Income Taxes of any Person other than Seller shall not be liable to the Company and its Subsidiaries, including any Taxes for which the Company or any of its Subsidiaries are liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise; (iii) any sales and use Taxes of the Company and its Subsidiaries Buyer Indemnified Parties for any Pre-Closing Period, except for sales and use Taxes that have been reserved or otherwise accrued or reflected as a liability on the Closing Date Balance Sheet; (iv) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due Losses with respect to the Company not being a member, as of the Closing Date, of the "selling consolidated group" (as defined in Section 338(h)(10)(B) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; and (v) any Loss incurred by the Purchaser or any of its Affiliates to the extent arising out of or resulting from any breach of (A) any covenant or agreement matters contained in Section 5.01(b)(viii6.2.1(a)(i) that exceed an aggregate amount equal to 35% of the extent such covenant or agreement has been made with respect to Income Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VIIPurchase Price.

Seller Indemnity. Parent Subject to Section 7.3 and without duplication of any right to recovery herein, from and after the Closing, the Seller shall jointly and severally compensate, reimburse, indemnify and hold harmless on an after-tax basis the PurchaserHi Solutions and its Affiliates, officers, directors, shareholders, agents and other representatives (collectively, the Company “Hi Solutions Indemnitees”) against and its Subsidiaries in respect of any and their respective Affiliates all Losses arising out of, resulting from and against, without duplication, or incurred by any Hi Solutions Indemnitee in connection with: (i) the inaccuracy or breach of any Income representation or warranty by Seller or the Company contained in this Agreement or in any certificate delivered by or on behalf of Seller or the Company with respect thereto pursuant to this Agreement; (ii) the breach or non-fulfillment of any covenant or other agreement made by Seller contained in this Agreement; (iii) any and all (A) Taxes of Seller, (B) Pre-Closing Taxes, (C) Liabilities of the Company and its Subsidiaries for any Pre-Closing Period or resulting from any transaction in the Pre-Closing Period (including any Taxes resulting from the Section 338 Elections); (ii) any Income Taxes of any another Person other than the Company and its Subsidiaries, including any Taxes for which the Company or any (1) as a result of its Subsidiaries are liable under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or any similar corresponding provision of state, local or foreign Tax law)Law) or any other Person which is or has ever been affiliated with the Company or with whom the Company otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date or (2) as a transferee or successor, by contract assumption, operation of Law, Contract or otherwise; , (iiiD) any sales Liability for Taxes attributable to a breach of a representation or warranty set forth in Section 4.10 (which, notwithstanding anything herein to the contrary, shall not be subject to any limitation in respect of any disclosure set forth in the schedules and use Taxes exhibits to this Agreement), (E) the amount of any imputed underpayment (as described in Section 6225 of the Code), or any other income tax assessment under any similar provision of state or local Law, imposed on the Company member and its Subsidiaries attributable to the Company ownership interests constituting partnership interests for income tax purposes during any Pre-Closing Tax Period, except for sales and use or (F) any Transfer Taxes that have been reserved or otherwise accrued or reflected as a liability on are the Closing Date Balance Sheet; responsibility of the Seller pursuant to Section 6.3; (iv) any Taxes imposed on and all omissions or inaccuracies in the PurchaserClosing Statement, except to the extent such inaccuracies are contemplated by, and expressly remedied in accordance with, the Company and its Subsidiaries resulting from the inability to make a valid election under provisions of Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date, of the "selling consolidated group" (as defined in Section 338(h)(10)(B) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; and 2.3; (v) any Loss incurred by and all Indebtedness or Seller Expenses of the Purchaser Company or any of its Affiliates Seller arising prior to or at the Closing to the extent arising out not taken into account in determining Equity Value; (vi) any and all claims by an equity holder or former equity holder (whether actual or purported) of the Company, or resulting from any breach of other Person, seeking to assert, or based upon, (A) any covenant ownership or agreement contained in Section 5.01(b)(viii) rights to the extent such covenant ownership of or agreement has been made to compensation with respect to Income Taxes or sales and use Taxes arising under any Interests or any other equity securities of the Company, (B) any covenant rights of Seller, including any option, preemptive rights or agreement rights of notice or to vote (or any other rights that would otherwise attach to the Interests if held by Seller), (C) any rights under the Company Organizational Documents, (D) any claim that his, her or its Interests (or any other equity securities of the Company) were wrongfully repurchased, cancelled, terminated or transferred by the Company or Seller contained or (E) any inaccuracies in Article VIIthe Seller Distribution Schedule; and (vii) any and all Proceedings, demands, Orders, costs and other expenses (including legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 7.2(a).