Common use of Seller’s Tax Indemnification Clause in Contracts

Seller’s Tax Indemnification. Sellers shall defend, indemnify and hold harmless Purchaser from and against (i) any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or operations of the Sellers or 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”), (ii) 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 the Sellers or Former Tax Parent with respect to the Purchased Assets, attributable to the period ending on the Closing Date (“Overlap Period Taxes”), (iii) any and all Transfer Taxes, and (iv) 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, 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.

Seller’s Tax Indemnification. Sellers shall defend, indemnify and hold harmless Purchaser from and against (ia) any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or operations of the Sellers GenWest or Former Tax Parent PWEC with respect to the Purchased Assets, attributable to any taxable period ending on or prior to the Closing Date (“"Pre-Closing Taxes”"), (iib) 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 the Sellers GenWest or Former Tax Parent PWEC with respect to the Purchased Assets, attributable to the period ending on the Closing Date (“"Overlap Period Taxes”"), (iiic) any and all Transfer TaxesTaxes for which Sellers are responsible pursuant to Section 8.2 of this Agreement, and (ivd) 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. The Sellers shall defendshall, severally and not jointly, based on their respective Pro Rata Percentage, indemnify the Buyer and the Company and hold them harmless Purchaser from and against (without duplication), any Losses attributable to (i) any and all Taxes imposed on (or incurred in respect the non-payment thereof) of the income, business, assets and properties or operations of the Sellers or Former Tax Parent with respect to the Purchased Assets, attributable to any taxable period Company for all Taxable periods ending on or prior to before the Closing Date and the portion through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Taxes”), (ii) with respect to any taxable period beginning before and ending after the Closing Date (the “Overlap Tax Period”), any and or (ii) all Taxes of any Person imposed on the Company or incurred in respect on any of the incomeits assets as a transferor or successor, businessby contract or pursuant to any Legal Requirement, assets and properties which Taxes relate to an event or the operations of the Sellers or Former Tax Parent with respect to the Purchased Assets, attributable to the period ending on transaction occurring before the Closing Date (“Overlap Period Taxes”), (iii) any and all Transfer Taxes, and (iv) any Liabilities arising from or arise out of 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 contractual relationship entered into before the Closing Date; provided, and: (A) in however, that the case of Taxes imposed on a periodic basis or otherwise measured by the level of any item, deemed to Sellers shall 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, liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (as reflected in the estimates delivered by the Sellers pursuant to Section 2.4(a)) and taken into account in determining the Adjusted Purchase Price. Sellers shall reimburse the Buyer for any Losses which are the responsibility of Sellers pursuant to this Section 7.8(a) within ten (10) business days after (x) payment of the related Taxes by the Buyer or the Company and (y) presentation by the Buyer to the Sellers' Representative of a written request for such reimbursement, which request includes evidence of such Tax payment; provided, that prior to the expiration of the Escrow Agreement, the Buyer may elect to treat such payments (or any Taxes that would portion thereof) as a Loss pursuant to Section 8.2(a)(i)(C) subject to indemnification pursuant to Article VIII to be payable if paid pursuant to the taxable year ended on terms of the Closing DateEscrow Agreement.

Seller’s Tax Indemnification. Sellers shall defend, indemnify and hold harmless Purchaser from and against (i) any and all Taxes imposed on or incurred in respect of the income, business, assets and properties or operations of the Sellers or 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”"), (ii) 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 the Sellers or Former Tax Parent with respect to the Purchased Assets, attributable to the period ending on the Closing Date (“"Overlap Period Taxes”"), (iii) any and all Transfer Taxes, Taxes and (iv) 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, 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 thirty (30) days after the expiration of the applicable statute of limitations (including extensions) with respect to such Taxes.