Stockholder Taxes. The term “Stockholder Taxes” means any and all Taxes imposed on the Company or HRSI for which the Company or HRSI may otherwise be liable (a) for any pre-Closing period and for the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 7.5); (b) resulting from a breach of the representations and warranties set forth in Sections 3 and 4 (determined without regard to any materiality or knowledge qualifiers or any schedule items) or covenants set forth in Section 7; (c) of any member of any consolidated group of which any of the Company (or any predecessor including HRSI) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; (d) of any other Person for which the Company or HRSI has been, is or will be liable as a transferee or successor, by contract or otherwise; (e) that are social security, medicare, unemployment or other employment or withholding Taxes owed as a result of any payment made to the Stockholder or HRSI pursuant to this Agreement or any other agreement; (f) that are Transfer Taxes; and (g) any and all adjustments pursuant to Section 481 of the Code relating to a change in method of accounting by the Company or HRSI prior to Closing.
Stockholder Taxes. (a) The Parties acknowledge and agree that Stockholder Taxes are the responsibility of the Securityholders and that any costs and expenses of the Securityholders or the Representative resulting from, relating to, arising out of, or in connection with, the Stockholder Taxes are solely the responsibility of the Securityholders. From and after the Closing, the Securityholders shall indemnify the Parent Indemnified Parties, on a several basis, in each case, for such Securityholder’s Pro Rata Indemnification Percentage (and, in the case of the Major Holders, as provided in clause (iii) below), of any and all Losses actually incurred or suffered by any of the Parent Indemnified Parties, directly or indirectly, as a result of, relating to, arising out of, in connection with or constituting any Stockholder Taxes (or, for the absence of doubt, any breach of a covenant set forth in Section 8.04), in the manner described in this Section 8.04. The initial source of recovery in respect of any indemnification claim made by any Parent Indemnified Party pursuant to this Section 8.04 (or a payment to a Governmental Entity pursuant to this Section 8.04) shall be, at the election of Parent, (i) first, the Stockholder Tax Holdback Amount and second, the Stockholder Tax Special Fund, (ii) until the Escrow Amount is funded, by set-off against any Additional Consideration and, after the Escrow Amount is funded, the Earn-Out Amount or Holdback Amount, in respect of claims made on or prior to the date of funding of the Escrow Amount, or the Earn-Out Amount or Escrow Amount (in which event Parent and the Representative shall cause the applicable Parent Authorized Person and Representative Authorized Person, respectively, promptly to deliver to the Escrow Agent a Joint Written Direction providing for the release of the relevant funds to the applicable Parent Indemnified Parties), in respect of claims made after the date of funding of the Escrow Amount, and (iii) if the amounts pursuant to clauses (i) and (ii) are insufficient, against the Major Holders severally, in accordance with their Pro Rata Indemnification Percentages, provided, that in no event shall the aggregate liability of the Major Holders exceed the aggregate consideration paid to the Securityholders pursuant to this Agreement and the Rollover Agreements. Each Parent Indemnified Party shall use commercially reasonable efforts to seek to recover from the shareholders of Aditi Technologies Private Limited any Stockholder ...
