Common use of Seller’s Tax Indemnification Clause in Contracts

Seller’s Tax Indemnification. Sellers shall indemnify and hold harmless Purchaser from and against (a) any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or operations of GenWest or PWEC with respect to the Purchased Assets, attributable to any taxable period ending on or prior to the Closing Date ("Pre-Closing Taxes"), (b) with respect to any taxable period beginning before and ending after the Closing Date (the "Overlap Period"), any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or the operations of GenWest or PWEC with respect to the Purchased Assets, attributable to the period ending on the Closing Date ("Overlap Period Taxes"), (c) any and all Transfer Taxes for which Sellers are responsible pursuant to Section 8.2 of this Agreement, and (d) any Liabilities arising from a breach by Sellers of their covenants in this Article VIII. For purposes of the Overlap Period, Taxes shall be attributable to the period ending on the Closing Date: (A) in the case of Taxes imposed on a periodic basis or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period; and (B) in the case of all other Taxes, to the extent of any Taxes that would be payable if the taxable year ended on the Closing Date. Notwithstanding anything to the contrary in this agreement, no claim for Taxes shall be permitted under this Section 8.4 unless such claim is first made not later than 30 days after the expiration of the applicable statute of limitations (including extensions) with respect to such Taxes.

Seller’s Tax Indemnification. Sellers shall defend, indemnify and hold harmless Purchaser from and against (ai) any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or operations of GenWest the Sellers or PWEC Former Tax Parent with respect to the Purchased Assets, attributable to any taxable period ending on or prior to the Closing Date ("“Pre-Closing Taxes"”), (bii) with respect to any taxable period beginning before and ending after the Closing Date (the "“Overlap Period"”), any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or the operations of GenWest the Sellers or PWEC Former Tax Parent with respect to the Purchased Assets, attributable to the period ending on the Closing Date ("“Overlap Period Taxes"”), (ciii) any and all Transfer Taxes for which Sellers are responsible pursuant to Section 8.2 of this AgreementTaxes, and (div) any Liabilities arising from a breach by Sellers of their covenants in this Article ARTICLE VIII. For purposes of the Overlap Period, Taxes shall be attributable to the period ending on the Closing Date, and: (A) in the case of Taxes imposed on a periodic basis or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period; and (B) in the case of all other Taxes, to the extent of any Taxes that would be payable if the taxable year ended on the Closing Date. Notwithstanding anything to the contrary in this agreement, no claim for Taxes shall be permitted under this Section 8.4 unless such claim is first made not later than 30 days after the expiration of the applicable statute of limitations (including extensions) with respect to such Taxes.

Seller’s Tax Indemnification. Sellers shall indemnify and hold harmless Purchaser from and against (ai) any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or operations of GenWest the Sellers or PWEC Tax Parent with respect to the Purchased Assets, attributable to any taxable period ending on or prior to the Closing Date ("Pre-Closing Taxes"), (bii) with respect to any taxable period beginning before and ending after the Closing Date (the "Overlap Period"), any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or the operations of GenWest the Sellers or PWEC Tax Parent with respect to the Purchased Assets, attributable to the period ending on the Closing Date ("Overlap Period Taxes"), (ciii) any and all Transfer Taxes for which Sellers are responsible pursuant to Section 8.2 of this Agreement, and (div) any Liabilities arising from a breach by Sellers of their covenants in this Article VIII. For purposes of the Overlap Period, Taxes shall be attributable to the period ending on the Closing Date: (A) in the case of Taxes imposed on a periodic basis or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period; and (B) in the case of all other Taxes, to the extent of any Taxes that would be payable if the taxable year ended on the Closing Date. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be liable for and shall not indemnify Sellers against any liability for any Transfer Taxes, if any, arising out of or in connection with the sale of the Purchased Assets by Sellers pursuant to this Agreement. Notwithstanding anything to the contrary in this agreement, no claim for Taxes shall be permitted under this Section 8.4 unless such claim is first made not later than 30 thirty (30) days after the expiration of the applicable statute of limitations (including extensions) with respect to such Taxes.