Seller’s Tax Indemnity. Provided that the Buyer is in compliance with each of its obligations under this Agreement that are necessary to enable the Seller to pay when due any duties, taxes or service charges, etc. payable by the Seller in accordance with the terms hereof, in the event that the Seller fails to pay when due any such duties, taxes or service charges, etc. the Seller shall indemnify and hold harmless the Buyer against and from any loss, damages, expenses and claims incurred by the Buyer as a direct result of the Seller’s failure to pay such taxes, duties or service charges, etc. or the late payment thereof.
Seller’s Tax Indemnity. (i) Notwithstanding any other provisions of this Agreement, from and after the Closing Date, Seller shall promptly indemnify, protect, defend, exculpate and hold the Purchaser Indemnified Parties harmless from and against, and agree to promptly defend the Purchaser Indemnified Parties from and reimburse Purchaser Indemnified Parties for, the following amounts: (A) Taxes imposed on or with respect to Seller, its affiliates, the Company, and/or the Subsidiaries with respect to taxable years or periods ending on or before the Closing Date; (B) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes of the Company and the Subsidiaries which are allocable, pursuant to clause (ii) of this Section 6.6(b), to the portion of such taxable year or period ending at the end of the day on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively as "Pre-Effective Tax Periods"); (C) Taxes of any member of any affiliated or similar group with which the Company or any Subsidiary files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (D) Taxes imposed on or with respect to a Purchaser Indemnified Party that are payable as a result of any inaccuracy in or breach of any representation, warranty or covenant made in (1) Section 2.3 or this Section 6.6 (without duplication and without regard to any disclosure or schedules), or (2) in any instrument, certificate or affidavit delivered by Seller, or caused to be delivered by Seller, at the Closing, or from any misrepresentation in any Exhibit, Schedule, certificate, or other document furnished or to be furnished to Purchaser hereunder; (E) any Taxes or other payments required to be made after the Closing Date by the Company or any Subsidiary to any party under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing Date (whether or not written); (F) any Taxes imposed on or with respect to any Purchaser Indemnified Party as a result of Company's or any Subsidiary's having been a "taxable REIT subsidiary" within the meaning of 856(l) of the Code or otherwise as a taxable entity during any Pre-Effective Tax Period; and (G) all actual losses, damages, costs, expenses, liabilities, obligations and claim...
Seller’s Tax Indemnity. From and after the Closing Date, Seller shall pay for, and shall indemnify, defend and hold harmless each of the Buyer and Company from and against, any liability for Taxes imposed on Company in respect to the Pre-Closing Period to the extent not included in the Closing Liabilities.
Seller’s Tax Indemnity. Seller shall be responsible for, indemnify and hold Buyer harmless against, any and all sales, use, excise, VAT taxes, property and other similar taxes, and any and all taxes, fees, duties, interest, fines, penalties, charges, invoices, claims, assessments and statements related thereto, which may be imposed or imposable by any federal, state, county, local, foreign or other governmental authority, entity or party arising from or as a result of any purchase, sale, lease, delivery, transfer, possession, use, storage, operation, maintenance, consumption, or registration of the Aircraft prior to the Closing, including with respect to the correction, repair or remediation and resolution of the Discrepancies as set forth in Article III. In the event Buyer receives notice of any audit, claim, assessment or proposed assessment of any tax for which Seller may be responsible, Buyer shall promptly notify Seller thereof, and Seller and Buyer shall reasonably cooperate to manage and/or defend any such audit, claim, assessment or proposed assessment, at Seller’s cost. Buyer’s failure to notify Seller shall not relieve Seller of its responsibilities under this Section 11.2 Seller has paid or will pay when due, (a) any and all personal property taxes, excise taxes, fuel taxes, sales/use or similar taxes and any duties, fees or claims assessed or levied against the Aircraft (including, without limitation, any item referenced in Section 1) prior to the Closing and (b) any and all U.S. Customs duties assessed or levied against any item of the Aircraft that is of foreign manufacture, if any. [THIS SPACE INTENTIONALLY LEFT BLANK]
Seller’s Tax Indemnity. Each Seller will be liable, on a several and not on a joint basis for, and will indemnify and hold harmless Purchaser Group from and against, (i) all ad valorem, property and other similar Taxes (“Property Taxes”) imposed on or with respect to its percentage ownership of the Oil & Gas Interests, that are attributable to any taxable period, and portions thereof, ending prior to the Effective Time (the “Pre-Effective Time Period”), (ii) each Seller’s income taxes and franchise taxes (collectively, “Income Taxes”) associated with Seller’s acquisition, ownership, or operation of the Oil & Gas Interests prior to the Effective Time or based upon the sale of the Oil & Gas Interests from such Seller to Purchaser and (iii) any Taxes other than Property Taxes, Transfer Taxes, and Income Taxes (“Other Taxes”) imposed on or with respect to the ownership or operation of the Oil & Gas Interests or production from the Oil & Gas Interests that are attributable to a Pre-Effective Time period.
Seller’s Tax Indemnity. Seller shall indemnify and hold Purchaser and the Subject Company (each a "Tax Indemnitee") harmless from any and all Taxes paid by the Subject Company after the Closing Date in respect of its income, business, property or operations arising out of a breach by Seller of the representations contained in Section 2.9 hereof; provided, however, that Seller shall be liable to make an indemnity payment with respect to a particular Tax under this Section 5.3(a) only to the extent the amount of the indemnity payment for such Tax exceeds the amount reserved for such Tax on the unaudited balance sheet for the Subject Company as of January 31, 2002 (a payment made by Seller pursuant to this Section 5.3(a) being a "Tax Indemnity Payment").
Seller’s Tax Indemnity. Seller agrees to indemnify, defend and hold harmless Buyer against (i) any Tax payable by or on behalf of Seller or any of its Affiliates, (ii) any Tax liability arising out of the transfer of the Purchased Assets, or assumption of the Assumed Liabilities, and (iii) with respect to any Taxes payable by Buyer with respect to the operation of the Business and the ownership of the Purchased Assets (other than Buyer's income or franchise taxes) for periods commencing prior to and ending after the Closing Date (whether or not assessed prior to the Closing Date), a pro-rata share of such Taxes, calculated as if the period ended on the Closing Date.
Seller’s Tax Indemnity. In lieu of any other remedy for breach of the representations and warranties set forth in Section 3.10 of the Merger Agreement (other than those set forth in Section 3.10(c) and (e) thereof), the Seller shall reimburse and indemnify Buyer and the Acquired Companies for, and hold Buyer and the Acquired Companies harmless from and against any Taxes paid or to be paid by (or on behalf of) any Acquired Company relating to periods through the Effective Time, including without limitation (A) any Tax liability for periods through the Effective Time, and (B) any Tax liability incurred or to be incurred by Buyer or by any Acquired Company under Treas. Reg. ss. 1.1502-6 (or any corresponding provision of state, local, or foreign law) for any Tax period of any Affiliated Group including any Acquired Company ending prior to or including the Effective Time.
Seller’s Tax Indemnity. Subject to the limitations set forth in Section 8(f), from and after the Closing Date, Sellers shall pay for, and shall indemnify, defend and hold harmless each of the Buyer and Company from and against, any liability for Taxes imposed on Company in respect to the Pre-Closing Period (net of any related corresponding tax benefit) to the extent not included in the Permitted Liabilities.
Seller’s Tax Indemnity. Subject to Section 0 above, the Seller with respect to Taxes payable by or on behalf of the Company, agrees to indemnify, defend and hold harmless Purchaser and the Indemnified Parties against (i) any and all liability for Taxes of the Company Seller for any taxable period ending on or prior to the Closing Date and with respect to any taxable period that begins before and ends after the Closing Date (“Straddle Period”), only for the portion thereof ending on the Closing Date (as determined in accordance with Section 9.5(b)), and (ii) any and all withholding Taxes required pursuant to a written demand issued by a taxing authority, if any, with respect to payments made to the Seller under this Agreement, including any Taxes imposed by any taxing authority on any Indemnified Party, to the extent that the consideration payable or otherwise deliverable to such Seller under this Agreement was not reduced by any deductions or withholdings of Taxes required under the Israeli Code (“Tax Withholding Deficit”).
