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

Seller’s Responsibility for Taxes. Notwithstanding anything in this Agreement to the contrary, Seller shall be liable for and shall bear and pay, reimburse, indemnify and hold harmless Buyers and their Affiliates (including the Companies and all of their Subsidiaries) for, from and against any and all liabilities for Taxes (or payments in respect of Taxes) that arise out of, relate to or are attributable to (a) Taxes imposed on, allocated to or incurred or payable by the Companies or any of their Subsidiaries for any Pre-Closing Tax Year (b) any Taxes imposed under Treasury Regulation Section 1.1502-6(a) (or under any similar provision of Law) with respect to a consolidated, combined, unitary, affiliated or other Tax group that included the Companies or any of their Subsidiaries in a Pre-Closing Tax Year, (c) Taxes with respect to the transactions contemplated by this Agreement; (d) breaches or inaccuracies of the representations and warranties or the covenants set forth in this Agreement that relate to Tax matters; (e) any and all Taxes of any person imposed on either of the Companies or any of their Subsidiaries as a transferee or successor, by contract, or otherwise; and (f) any reasonable fees and expenses (including attorney’s, accountant’s and other professional’s fees) incurred in connection with any claim, investigation, review, proceeding, negotiation or matter related thereto; provided, however, that any indemnification under this Section 8.1 shall be satisfied solely by reduction in the principal amount of the FNF Note as described in Section 9.4(b).

Seller’s Responsibility for Taxes. Notwithstanding anything in this Agreement to the contrary, Seller shall be liable for and shall bear and pay, reimburse, indemnify and hold harmless Buyers and their Affiliates (including the Companies and all of their Subsidiaries) for, from and against any and all liabilities for Taxes (or payments in respect of Taxes) that arise out of, relate to or are attributable to (a) Taxes imposed on, allocated to or incurred or payable by the Companies or any of their Subsidiaries for any Pre-Closing Tax Year (b) any Taxes imposed under Treasury Regulation Section 1.1502-6(a) (or under any similar provision of Law) with respect to a consolidated, combined, unitary, affiliated or other Tax group that included the Companies or any of their Subsidiaries in a Pre-Closing Tax Year, (c) Taxes with respect to the transactions contemplated by this Agreement; (d) breaches or inaccuracies of the representations and warranties or the covenants set forth in this Agreement that relate to Tax matters; (e) any and all Taxes of any person imposed on either of the Companies or any of their Subsidiaries as a transferee or successor, by contract, or otherwise; and (f) any reasonable fees and expenses (including attorney’s, accountant’s and other professional’s fees) incurred in connection with any claim, investigation, review, proceeding, negotiation or matter related thereto; provided, however, that any indemnification under this Section 8.1 shall be satisfied solely by reduction in limited to the principal amount of the FNF Note as described in Section 9.4(b)Escrow Funds.

Seller’s Responsibility for Taxes. Notwithstanding anything in this Agreement to the contrary, Seller shall be liable for and shall bear and pay, reimburse, indemnify and hold harmless Buyers Buyer and their its Affiliates (including the Companies Company and all of their its Subsidiaries) for, from and against any and all liabilities for Taxes (or payments in respect of Taxes) that arise out of, relate to or are attributable to (a) Taxes imposed on, allocated to or incurred or payable by the Companies Company or any of their its Subsidiaries for any Pre-Closing Tax Year Period (b) any Taxes imposed under Treasury Regulation Section 1.1502-6(a) (or under any similar provision of Law) with respect to a consolidated, combined, unitary, affiliated or other Tax group that included the Companies Company or any of their its Subsidiaries in a Pre-Closing Tax YearPeriod, (c) Taxes incurred by the Company and the Subsidiaries with respect to the transactions contemplated by this AgreementDistribution; (d) breaches or inaccuracies of the representations and warranties or the covenants set forth in this Agreement that relate to Tax matters; (e) any and all Taxes of any person Person imposed on either of the Companies Company or any of their its Subsidiaries as a transferee or successor, by contract, or otherwiseotherwise to the extent such tax is related to a Pre-Closing Tax Period; and (f) any open reasonable fees and expenses (including attorney’s's, accountant’s 's and other professional’s 's fees) incurred in connection with any claim, investigation, review, proceeding, negotiation or matter related theretoto the matters set forth in clauses (a) through (f) above; provided, however, Seller shall have no obligation to pay for or indemnify Buyer and its Affiliates with respect to any amounts described in clauses (a) through (f) to the extent such amounts are included on the Closing Date Balance Sheet. Subject to the limitations in Section 9.4, Seller shall reimburse Buyer for any Taxes of the Company or its Subsidiaries that any indemnification under are the responsibility of Seller pursuant to this Section 8.1 shall be satisfied solely within fifteen (15) days after the payment of such Taxes by reduction in Buyer, the principal amount of the FNF Note as described in Section 9.4(b)Company or its Subsidiaries.

Seller’s Responsibility for Taxes. Notwithstanding anything in this Agreement to the contrary, Seller shall be liable for and Sellers shall bear and pay, reimburse, indemnify and hold harmless Buyers Purchaser, the Transferred Companies and their respective Affiliates (including the Companies and all of their Subsidiaries) for, from and against any and all liabilities for Taxes (or payments in respect of Taxes) that arise out of, relate to or are attributable to all: (a) Consolidated Income Tax Liabilities; (b) Taxes imposed on, allocated attributable to or incurred or payable by the Companies or any of their Subsidiaries for any Pre-Closing Tax Year Period imposed on or with respect to any Transferred Company, or with respect to the Business or any Transferred Asset, or for which any Transferred Company may be liable as transferee, successor, by Contract or otherwise, in each case, other than (bi) any Taxes imposed as a result of any transaction outside the Ordinary Course of Business undertaken at the direction of Purchaser that occurs on the Closing Date after the Closing, (ii) Taxes arising as a result of Purchaser’s making or causing to be made, without the prior written consent of Holdco, any election under Section 338 of the Code (or any similar provision of state, local or foreign Law) in respect of any Transferred Company, to the extent such Taxes would not have arisen on or prior to the Closing Date had such election not been made and (iii) Tax Liabilities which are specifically recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet or statutory balance sheet, in each case contained in the Books and Records, and reflected in the Closing Statement; (c) Transfer Taxes for which Sellers are liable under Section 6.7, (d) Taxes resulting from, or related to, the Restructuring Transactions; (e) excise taxes imposed under Section 4371 of the Code (including all Taxes described in IRS Revenue Ruling 2008-15) with respect to any Insurance Contract the risk for which (i) was ceded by any of the Transferred Companies to an Affiliate of a Seller at or prior to the Closing and (ii) is retroceded by such Affiliate after the Closing, but only to the extent such excise taxes are imposed solely as a result of such retrocession described in clause (ii); (f) Taxes attributable to any taxable year or period beginning on or before the Closing Date imposed on any Transferred Company under Treasury Regulation Section 1.1502-6(a) (6 or under any similar provision of state, local or foreign Law; (g) Taxes or Losses attributable to matters set forth in Schedule 6.1 and (h) Taxes resulting from the inclusion of any item of income in, or exclusion of any item of deduction from, taxable income for any taxable year (or portion thereof) ending after the Closing Date as a result of any change in method of accounting under Section 481 of the Code (or any corresponding provision of state, local or foreign income Tax Law) with elected, requested, made or imposed prior to the Closing, net of any reduction in Taxes attributable to the exclusion of any item of income from, or the allowance of any item of deduction against, taxable income for a Post-Closing Tax Period as a result of the same change in method of accounting. With respect to a consolidatedany Straddle Period, combinedfor purposes of this Agreement, unitaryitems of income, affiliated or other Tax group that included gain, loss and deduction shall be apportioned between the Companies or any of their Subsidiaries in a Pre-Closing Tax YearPeriod and the remaining portion of such Tax year or period on the basis of a closing of the books as of the end of the Closing Date; provided that Taxes imposed on a periodic basis (such as property Taxes) and exemptions, allowances or deductions that are calculated on an annual basis (cincluding depreciation and amortization deductions) Taxes with respect shall be allocated between the Pre-Closing Tax Period and the remaining portion of such Tax year or period in proportion to the transactions contemplated by this Agreement; (d) breaches or inaccuracies number of the representations and warranties or the covenants set forth days in this Agreement that relate to Tax matters; (e) any and all Taxes of any person imposed on either of the Companies or any of their Subsidiaries as a transferee or successor, by contract, or otherwise; and (f) any reasonable fees and expenses (including attorney’s, accountant’s and other professional’s fees) incurred in connection with any claim, investigation, review, proceeding, negotiation or matter related thereto; provided, however, that any indemnification under this Section 8.1 shall be satisfied solely by reduction in the principal amount of the FNF Note as described in Section 9.4(b)each period.