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 From and after the contraryClosing, 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, Purchaser 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) Consolidated Income Tax Liabilities and (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 any Transferred Company or for which any Transferred Company may be liable as 66 transferee, successor, by contract or otherwise, in each case, other than (bi) any Taxes imposed as a result of any transaction that occurs on the Closing Date after effective time of the Closing, (ii) Taxes arising as a result of Purchaser’s making or causing to be made, without the prior written consent of Seller, any election under Treasury Regulation Section 1.1502-6(a) 338 of the Code (or under any similar provision of Lawstate, local or foreign law) with in respect of any Transferred Company and (iii) Taxes that are reflected in the Closing Statement. With respect to any Straddle Period, any liability for Taxes shall be apportioned between the Pre-Closing Period and the remaining portion of such Straddle Period (i) in the case of real and personal property Taxes on a consolidatedper diem basis and (ii) in the case of all other Taxes, combinedon the basis of a closing of the books as of the end of the effective time of the Closing, unitaryprovided that exemptions, affiliated allowances or other Tax group deductions that included are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the Companies or any of their Subsidiaries in a Pre-Closing Tax Year, (c) Taxes with respect Period and the remaining portion of such Straddle 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 such portion.

Seller’s Responsibility for Taxes. Sellers, severally and not jointly, shall be liable for, and shall indemnify Purchaser and the Company Parties from and against liability for the following Taxes and any Losses incurred in contesting or otherwise incurred in connection with any such Taxes: (i) Taxes imposed on or with respect to any of the Company Parties with respect to any Pre-Closing Tax Period (including, with respect to a Straddle Period, Taxes that are allocable, pursuant to Section 10.3(a), to the Pre-Closing Tax Period); (ii) Taxes imposed on any of the Company Parties or for which any of the Company Parties is liable pursuant to the Treasury Regulations under Section 1502 of the Code (or corresponding provisions of state, local or foreign Tax Law) that are attributable to the inclusion of such Company Party in an Affiliated Group with any Person with respect to any Tax period or portion of a Tax period on or before the Closing Date; (iii) Taxes imposed on any Person other than a Company Party for which a Company Party is liable by operation of Law or agreement with respect to any Pre-Closing Tax Period, other than any such Taxes imposed under a lease, loan agreement or other agreement entered into in the Ordinary Course of Business, the primary purpose of which is not the indemnification of Taxes; and (iv) Transfer Taxes for which Sellers are responsible pursuant to Section 10.4(e); provided, however, that Sellers shall not be liable for any Tax (or any related Losses) if, and to the extent that, such Tax has been taken into account as a liability in the determination of Final Net Working Capital or as a reduction in the Base Purchase Price pursuant to Section 1.1(d). Notwithstanding anything in any provision of 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 obligations 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) Sellers with respect to a consolidated, combined, unitary, affiliated or other Tax group that included Taxes (and related Losses) pursuant to this Section 10.3(b) shall not terminate prior to the Companies or any end of their Subsidiaries in a Pre-Closing Tax Year, the sixtieth (c60th) Taxes day following the expiration of the statute of limitations applicable 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 theretosuch Taxes; provided, however, that if, at any indemnification under time prior to the end of such sixtieth (60th) day following the expiration of the statute of limitations applicable with respect to such Taxes, an Indemnity Claim Notice is delivered alleging liability of Sellers for Taxes or Losses pursuant to this Section 8.1 10.3(b), then the claim asserted in such Indemnity Claim Notice shall be satisfied solely by reduction in survive the principal amount Survival Date until such claim is fully and finally resolved. The provisions of the FNF Note as described in Sections 9.4(b) — (g), 9.5, 9.6 and 9.7 shall apply with respect to any claim for indemnification pursuant to this Section 9.4(b10.3(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 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) 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, ; (cg) Taxes with respect or Losses attributable to the transactions contemplated by this Agreement; (d) breaches or inaccuracies of the representations and warranties or the covenants matters 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).Schedule