Common use of Seller’s Liability for Taxes Clause in Contracts

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. Seller shall be liable for and shall indemnify Purchaser Indemnified Parties Buyer for (i) all Taxes Losses asserted directly against, resulting directly to, imposed on the Company directly upon or the Transferred Subsidiaries incurred 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 suffered directly by Buyer as a result of being or having been before arising from all Taxes (including, without limitation, any obligation to contribute to the Closing payment of a member of an affiliated, tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Subsidiary) imposed on the Subsidiary or any of its former subsidiaries or for which the Subsidiary or any of its former subsidiaries may otherwise be liable (A) for any Tax period that ends on or before the Closing Date, (B) with respect to any Tax period beginning before and ending after the Closing Date, the portion of such Taxes that relates to the portion of the Tax period ending on and including the Closing Date, or (C) arising out of a breach or inaccuracy of any representation contained in Section 3.14, in each case to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Balance Sheet. For the avoidance of doubt, the Sellers's liability under this Section 5.5(a)(i) shall extend to any Losses of Buyer or Subsidiary incurred in responding to an examination, audit, administrative or court proceeding, or other procedure in which a Tax authority seeks to propose an adjustment, that if pursued successfully, would give rise to a liability for Taxes for which Buyer would have a claim for indemnification under this Section 5.5(a)(i), even if no Tax is ultimately payable as a result of being such examination, audit, administrative or having been before the Closing a party to any Tax Sharing Agreementcourt proceeding, (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)procedure. Seller shall pay be entitled to Purchaser any refund of Taxes (and applicable interest) of 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.Subsidiary

Seller’s Liability for Taxes. Seller (i) Except to the extent taken into account in the calculation of Final Net Working Capital Amount under Section 2.6, the Sellers shall be liable for for, and indemnify Purchaser Indemnified Parties for shall pay (iA) all forty percent (40%) of any Taxes imposed on of the Company or the Transferred Acquired Companies, Acquired Subsidiaries or for which the Company or the Transferred and their respective Subsidiaries are otherwise liable for any Pre-Closing Tax Period or a Pre-Closing Straddle Period; (B) Taxes of the Sellers, their respective Affiliates, and the direct and indirect investors of each of the foregoing, regardless of when the liability for such Tax arises, but only to the extent liability for such Taxes is asserted by a Governmental Authority against the Buyer Parties or any of their respective Affiliates with respect to Taxes of the Sellers; (iiC) all forty percent (40%) of any Taxes of any person other than member(s) of a Consolidated Tax Group of which any Acquired Company, Acquired Subsidiary or any of their respective Subsidiaries was a member at any time prior to or on the Company or the Transferred Subsidiaries for which the Company or the Transferred Subsidiaries are liable (A) under Closing Date, and whether pursuant to Treasury Regulation Section 1.1502-6 (or any similar analogous provision of state, local local, or foreign Law Applicable Law) or otherwise but only to the extent liability for such Taxes is asserted against any of the Acquired Companies, Acquired Subsidiaries and their respective Subsidiaries; (D) forty percent (40%) of any and all Taxes of any Person imposed on the Acquired Companies, Acquired Subsidiaries and their respective Subsidiaries as a transferee or successor, by contract or otherwise, in each case as a result of being any relationship or having been before event occurring or relating to a period on or prior to the Closing a member Date, but regardless of an affiliated, consolidated, combined or unitary group or when the liability for such Tax arises; (BE) as a result of being or having been before the Closing a party to any payments liability under any Tax Sharing AgreementAgreement with respect to or involving an Acquired Company, Acquired Subsidiary and or any of their respective Subsidiaries, or to which any Acquired Company, Acquired Subsidiary and their respective Subsidiaries is a party, prior to or on the Closing Date; and (iiiF) any Losses that are incurred as a result of a breach of any representation or warranty contained related to the specific matters described in Section 4.14, and (iv) any Losses that are incurred as a result of a breach of any covenant Schedule 3.16 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 9Parties Disclosure Schedules.

Seller’s Liability for Taxes. Except as provided otherwise in the last sentence of this Section 7.4.1., and except as otherwise provided in Section 7.5, Seller shall be liable for and shall indemnify Purchaser Indemnified Parties Buyer for all Taxes, (iincluding any obligation imposed on Buyer, the Company or ILIC 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 or ILIC, and Taxes resulting from the Company or ILIC ceasing to be members of Seller's Group) all Taxes to the extent, and only to the extent, any such Tax is (A) imposed on Seller's Group for any taxable year and (B) imposed on the Company or the Transferred Subsidiaries ILIC or for which the Company or the Transferred Subsidiaries are ILIC may otherwise be liable (1) for any Pre-Closing Tax Period, (ii) all Taxes of any person other than the Company taxable year or the Transferred Subsidiaries for which the Company period that ends on 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 affiliatedDate, consolidated, combined (2) with respect to any taxable year or unitary group or (B) as a result of being or having been period beginning before and ending after the Closing a party to any Tax Sharing AgreementDate, for the portion of such taxable year or period ending on the Closing Date as determined in accordance with the principles set forth in Section 7.4.3, (iii3) any Losses that are incurred as a result arising out of a breach or inaccuracy of any representation or warranty contained in Section 4.147.1 (assuming that each representation and warranty qualified by the terms "material" or "Material Adverse Effect" were not so qualified), and or (iv4) any Losses that are incurred as a result arising out of a breach of any covenant contained in this Article 7, in each case, only to the extent in excess of the aggregate amounts reserved for Taxes on the Final Balance Sheets. Buyer may not, without Seller's consent, amend any Tax Return of the Company or ILIC for any taxable period including any portion of time on or prior to the Closing Date. Seller contained in Section 7.1 and Section 7.2(i) shall be entitled to a refund of Taxes of the Company or this Article 9ILIC received for any taxable year or period ending on or before the Closing Date; provided, however, that any refund for such periods that results from a carryback of any loss, deduction or other tax benefit attributable to the Company or ILIC with respect to a period subsequent to the Closing Date shall be paid to or retained by the Company, ILIC or Buyer, as the case may be; provided, further, that if, and only if, any such refund that results from such carryback affects Seller's ability to obtain a refund for any pre-Closing taxable year or period, the Company, ILIC or Buyer, as the case may be, shall be entitled to only fifty percent (50%) of such refund and Seller shall have be entitled to the balance of such refund. Notwithstanding anything contained in this Section 7.4.1. or anywhere else in this Agreement to the contrary, nothing in this Agreement shall in any way alter or affect Buyer's (and its Affiliate's, excluding the Company or ILIC) obligation and ultimate responsibility to pay or reimburse the Company (and, thereby, indirectly Seller) any and all amounts of DAC Taxes and premium Taxes as provided in (A) the Charter Coinsurance Agreement, (B) the Charter Reinsurance Agreement and (C) the ILIC Coinsurance Agreement, and all provisions of this Agreement shall be construed so as not to subvert or alter such obligations or responsibilities of Buyer and its Affiliates; provided, however, that no liability payment to Seller or Seller's Affiliates shall be required for any Tax attributable to a period after the Closing unless Seller or its Affiliates is required to make a payment of any such Tax; provided, further, that no payment to Seller or Seller's Affiliates shall be required for any amounts of such DAC Taxes or Losses described in clauses premium Taxes reflected as an asset or a reduction of a liability (inet of any offset) through (iv) on the Final Balance Sheets, and only to the extent that (x) such Taxes or Losses were amounts, as so reflected as a liability on the Final Balance Sheets, are taken into account 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 9determining Statutory Capital.