Seller’s Liability for Taxes. Seller shall be liable for and indemnify Purchaser Indemnified Parties for (i) all Taxes imposed on the Company or the Transferred Subsidiaries or for which the Company or the Transferred Subsidiaries are otherwise liable for any Pre-Closing Tax Period, (ii) all Taxes of any person other than the Company or the Transferred Subsidiaries for which the Company or the Transferred Subsidiaries are liable (A) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law as a result of being or having been before the Closing a member of an affiliated, consolidated, combined or unitary group or (B) as a result of being or having been before the Closing a party to any Tax Sharing Agreement, (iii) any Losses that are incurred as a result of a breach of any representation or warranty contained in Section 4.14, and (iv) any Losses that are incurred as a result of a breach of any covenant of the Company or Seller contained in Section 7.1 and Section 7.2(i) or this Article 9; provided, however, that Seller shall have no liability for any Taxes or Losses described in clauses (i) through (iv) to the extent that (x) such Taxes or Losses were reflected as a liability in the calculation of Closing Net Working Capital or (y) in the case of any Taxes described in clause (iii), such Taxes or Losses relate to any Post-Closing Tax Period, other than any Taxes or Losses resulting from a breach of the representations and warranties of Sections 4.14(e), (h), (j) and (l). Seller shall pay to Purchaser the Taxes for which Seller is liable pursuant to this Section 9.1(a) but which are payable with Tax Returns to be filed by Purchaser pursuant to Section 9.1(e) within ten (10) days prior to the due date for the filing of such Tax Returns, except as otherwise provided by this Article 9.
Seller’s Liability for Taxes. Except to the extent such items have been paid prior to Closing, the Seller will be liable for and will indemnify the Purchaser for all Taxes imposed on the Company or for which the Company may otherwise be liable (i) for any taxable year or period that ends on or before the Closing Date, and (ii) the portion of such taxable year or period ending on or including the Closing Date (but only to the extent such Taxes arise from actions taken by the Company prior to the Closing that result in Liability for Taxes after the Closing Date). The Seller will be entitled to any refund of Taxes the Company receives for any such periods ending on or prior to the Closing Date.
Seller’s Liability for Taxes. Except as accrued or reserved for in the Companies’ unaudited consolidated financial statements (excluding MAM and the Trust Department) as of the Closing Date or as reflected in the determination of the Tangible Book Value as of the Closing Date, Seller shall be liable for and indemnify Purchaser for (i) all Taxes imposed on the Companies and the Transferred Subsidiaries or for which the Companies or the Transferred Subsidiaries are otherwise liable (including all Taxes of any member of an affiliated, consolidated combined or unitary group of which the Companies or Transferred Subsidiaries (or any predecessor of the Companies or Transferred Subsidiaries) are or were a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law or regulation) for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date (the “Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date, (ii) all Taxes imposed on the Companies and the Transferred Subsidiaries in respect of all periods beginning after the Closing Date, and with respect to any Straddle Period, the period of such Straddle Period beginning after the Closing Date, attributable to any items of income or gain of a partnership reporting the Companies or the Transferred Subsidiaries as a partner, to the extent such items are properly attributable to periods of the partnership ending on or before the Closing Date, and (iii) all Taxes imposed on the Companies and the Transferred Subsidiaries resulting from the making of any elections under Section 338(h)(10) of the Code (and any comparable provisions of state, local or non-United States Tax Law), with the exception of Transfer Taxes (which are dealt with in Section 9.5). Seller shall include the income of the Companies and the Transferred Subsidiaries (including any deferred items triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) on Seller’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. Except as reflected as a Tax receivable or reduction to Taxes payable after considering the effect of any reserve for uncertain tax positions in the Comp...
Seller’s Liability for Taxes. Seller shall be liable for (i) any Taxes, including any Transfer Taxes, imposed with respect to the Transferred Assets, the Opco Interests, the CMC Business, the CMC LLC Interests, the Transferred Canadian Sub Stock or any income or gain attributable to or derived with respect thereto for the taxable periods, or portions thereof, ended on or before the Closing Date, (ii) Losses directly or indirectly relating to or arising out of any liability for Taxes, including Transfer Taxes, imposed with respect to the Transferred Assets, the Opco Interests, the CMC Business, the CMC LLC Interests, the Transferred Canadian Sub Stock or any income or gain attributable to or derived with respect thereto for the taxable periods, or portions thereof, ended on or before the Closing Date, and (iii) any Liability of the Business, the Companies or CMC LLC for unpaid Taxes of any person under Treas. Reg. 1.1502-6 (or similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, which Liability relates to membership in a consolidated, combined or unitary Tax group prior to the Closing or to an event or transaction occurring or contract entered into before the Closing.
Seller’s Liability for Taxes. Subject to Section 2.8, Sellers shall be liable for and indemnify Buyer for all Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that include or included Foremost and Taxes resulting from Foremost ceasing to be a member of such group of corporations) imposed on Foremost or for which Foremost may otherwise be liable for any taxable year or period that ends on or before the Financial Closing and, with respect to any taxable year or period beginning before and ending after the Financial Closing, the portion of such taxable year or period ending on and including the Financial Closing ending on and including the Financial Closing. Sellers shall be entitled to any refund of Taxes of Foremost received for such periods.
Seller’s Liability for Taxes. The Seller shall be liable for (A) any Taxes imposed with respect to the Business or any Assets or any income or gain derived with respect thereto for the taxable periods, or portions thereof, ended on or before the Closing Date and (B) any Transfer Taxes for which the Seller is liable pursuant to Section 7.3.
Seller’s Liability for Taxes. Sellers will be responsible for paying, or reimbursing Buyer for the payment of, all ad valorem, property, production, severance and similar Taxes and assessments based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom accruing to the Assets prior to the Effective Time.
Seller’s Liability for Taxes. Seller shall be solely liable, and shall indemnify Purchaser, for any Taxes attributable to the Company and its Subsidiaries with respect to any taxable period or portion thereof ending on or before the Closing, including any Taxes attributable to the Company for such portion of a taxable period beginning before and ending after the Closing, provided, however, that Seller shall not indemnify Purchaser for any Taxes properly accrued by the Company prior to Closing and reflected on the Closing Balance Sheet.
Seller’s Liability for Taxes. Each of the Sellers, jointly and severally, shall be liable for and shall indemnify in accordance with Sections 9.1 through 9.7 the Buyer for all taxes (including without limitation any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included CIL) imposed on CIL or for which CIL may otherwise be liable (1) for any taxable year or period that ends on or before the Closing Date or (2) with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year or period ending on and including the Closing Date. Except as set forth in clause (iii) of this Section 6.8(a), Teicxxxxxxxx xxxll be entitled to any refund of taxes of CIL attributable to such periods.
Seller’s Liability for Taxes. Seller and MIIX shall be liable for all federal income taxes imposed on the Company for periods through the Closing Date, including taxes imposed on the deemed asset sale under Section 338(h)(10) of the Code. Seller and MIIX shall also be liable for and shall indemnify Buyer for all other Taxes, including any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Company (A) imposed on Seller's Group (other than the Company) for any taxable year and (B) imposed on the Company or for which the Company may otherwise be liable (1) for any taxable year or period that ends on or before the Closing Date, (2) with respect to any taxable year or period beginning before and ending after the Closing Date, for the portion of such taxable year or period ending on the Closing Date, or (3) arising out of a breach or inaccuracy of any representation contained in Section 6.01.
