Subsequent Liability. If, subsequent to the Closing Date, any liability for Taxes measured by the income of the Company relating to the Assets or the conduct of the Business is imposed on Xxxxxxxxx or Xxxxxxxxx Subsidiary with respect to any period prior to and through the Closing Date which has not otherwise been assumed by Xxxxxxxxx or Xxxxxxxxx Subsidiary pursuant to this Agreement, then the Company and the Principals, jointly and severally, shall indemnify and hold Xxxxxxxxx and Xxxxxxxxx Subsidiary harmless, from and against, and shall pay, the full amount of such Tax liability, including any interest, additions to tax and penalties thereon, together with interest on such additions to tax or penalties (as well as reasonable attorneys' or other fees and disbursements of Xxxxxxxxx and Xxxxxxxxx Subsidiary incurred in determination thereof or in connection therewith), or the Company and the Principals shall, at their sole expense and in their reasonable discretion, either settle any Tax claim that may be the subject of indemnification under this Section 7.07 at such time and on such terms as they shall deem appropriate or assume the entire defense thereof, provided, however, that the Company and the Principals shall not in any event take any position in such settlement or defense that subjects Xxxxxxxxx or Xxxxxxxxx Subsidiary to any civil fraud or any civil or criminal penalty. Notwithstanding the foregoing, neither the Company nor the Principals shall consent, without the prior written consent of Xxxxxxxxx Subsidiary, which prior written consent shall not be unreasonably withheld, delayed or conditioned, to any change in the treatment of any item which would adversely affect the tax liability of Xxxxxxxxx or Xxxxxxxxx Subsidiary for a period subsequent to the Closing Date.
Subsequent Liability. If, subsequent to the date hereof, any liability for Taxes measured by the income of the Company relating to the Assets or the conduct of the Business is imposed on Equity with respect to any period prior to and through the date hereof which has not otherwise been assumed by Equity pursuant to this Agreement, then the Company and the Principal, jointly and severally, shall indemnify and hold Equity harmless, from and against, and shall pay, the full amount of such Tax liability, including any interest, additions to tax and penalties thereon, together with interest on such additions to tax or penalties (as well as reasonable attorneys' or other fees and disbursements of Equity incurred in determination thereof or in connection therewith), or the Company and the Principal shall, at their sole expense and in their reasonable discretion, either settle any Tax claim that may be the subject of indemnification under this Section 6.07 at such time and on such terms as they shall deem appropriate or assume the entire defense thereof, PROVIDED, HOWEVER, that the Company and the Principal shall not in any event take any position in such settlement or defense that subjects Equity to any civil fraud or any civil or criminal penalty or tax assessment. Notwithstanding the foregoing, neither the Company nor the Principal shall consent, without the prior written consent of Equity, which prior written consent shall not be unreasonably withheld, delayed or conditioned, to any change in the treatment of any item which would adversely affect the tax liability of Equity for a period subsequent to the date hereof.
Subsequent Liability. 46 16.3 Survival of Tax Indemnification Provisions...................................46 16.4
Subsequent Liability. If, on or subsequent to the Closing Date, any liability for Taxes relating to any of the Suburban Journals, their operation or the SLSJ Assets is imposed on Purchaser or The Ladue News, Inc. with respect to any period ending on or prior to the Closing Date, including, without limitation, any liability for Missouri or Illinois sales Tax in respect of the operation of any of the Suburban Journals or the ownership of the SLSJ Assets on or prior to the Closing Date (but excluding any liability for Missouri or Illinois sales or realty transfer Taxes payable in respect of the transactions contemplated hereby), then, except to the extent such liability is included in the Closing Date Working Capital Amount, the Journal Register Parties shall indemnify and hold Purchaser and The Ladue News, Inc. harmless from and against, and shall pay, the full amount of such Tax liability (as well as reasonable attorneys' or other fees and disbursements of Purchaser or The Ladue News, Inc. incurred in determination thereof or in connection therewith) in accordance with the provisions of Section 19 and Section 16.7 hereof. In determining the amount of any indemnification payment pursuant to this Section 16.2, there shall be deducted or added, respectively, from or to the amount to be paid an amount equal to (a) the present value of any net Tax benefit (federal, state, county, local or foreign) realized, or reasonably expected to be realized, by Purchaser, any of its affiliates or The Ladux Xxxs, Inc. as a consequence of such payment, and (b) the present value of any net Tax detriment (federal, state, county, local or foreign) realized, or reasonably expected to realized, by Purchaser, any of its affiliates or The Ladue News, Inc. as a consequence of the receipt of any such payment. For purposes of this Section 16.2, "present value" shall be calculated using the applicable annual Federal mid-term rate, as that term is defined in the Code, as in effect for the month in which the payment is to be made, and the amount of any "Tax benefit" or "Tax detriment" shall be calculated using the highest effective Tax rate applicable or known to be applicable with respect to the period or periods for which the Tax benefit or the Tax detriment, as the case may be, is reasonably expected to be realized or incurred.
Subsequent Liability. If, subsequent to the Closing Date, any liability for Taxes measured by the income of the Company relating to the Assets or the conduct of the Business is imposed on Kellxxxxx xx Kellxxxxx Xxxsidiary with respect to any period prior to and through the Closing Date which has not otherwise been assumed by Kellxxxxx xx Kellxxxxx Xxxsidiary pursuant to this Agreement, then the Company and the Principal, jointly and severally, shall indemnify and hold Kellxxxxx xxx Kellxxxxx Xxxsidiary harmless, from and against, and shall pay, the full amount of such Tax liability, including any interest, additions to tax and penalties thereon, together with interest on such additions to tax or penalties (as well as reasonable attorneys' or other fees and disbursements of Kellxxxxx xxx Kellxxxxx Xxxsidiary incurred in determination thereof or in connection therewith), or the Company and the Principal shall, at their sole expense and in their reasonable discretion, either settle any Tax claim that may be the subject of indemnification under this Section 7.07 at such time and on such terms as they shall deem appropriate or assume the entire defense thereof, PROVIDED, HOWEVER, that the Company and the Principal shall not in any event take any position in such settlement or defense that subjects Kellxxxxx xx Kellxxxxx Xxxsidiary to any civil fraud or any civil or criminal penalty. Notwithstanding the foregoing, neither the Company nor the Principal shall consent, without the prior written consent of Kellxxxxx Xxxsidiary, which prior written consent shall not be unreasonably withheld, delayed or conditioned, to any change in the treatment of any item which would adversely affect the tax liability of Kellxxxxx xx Kellxxxxx Xxxsidiary for a period subsequent to the Closing Date.
Subsequent Liability. 39 Section 10.5. Allocation of Purchase Price....................................................... 40
Subsequent Liability. If, subsequent to the Closing Date, any liability for Taxes relating to the Assets or the conduct of Sellers and/or the Stockholders is imposed on Purchasers and/or JAKKS with respect to any period prior to and including the Closing Date, Sellers and Stockholders shall, jointly and severally, indemnify and hold Purchasers and JAKKS harmless, from and against, and shall pay, the full amount of, such Tax liability (as well as reasonable attorneys’, accountant’s or other fees and disbursements of Purchasers and JAKKS incurred in determination thereof or in connection therewith), or Sellers shall, at their sole expense and in their reasonable discretion, settle any Tax claim that may be the subject of indemnification under this Section 11.9(b) at such time and on such terms as they shall deem appropriate or assume the entire defense thereof; provided that Sellers shall not in any event take any position in such settlement or defense that subjects Purchasers, JAKKS or their Affiliates to any civil fraud or any civil or criminal penalty. Notwithstanding the foregoing, Sellers shall not consent, without the prior written consent of Purchasers and JAKKS, to any change in the treatment of any item which would, in any manner whatsoever, affect the tax liability of Purchasers, JAKKS or their Affiliates for a period subsequent to the Closing Date.
Subsequent Liability. Except for Taxes that have been accrued on the Financial Statements, if, subsequent to the Closing Date, any liability for Taxes relating to the Business and the Assets with respect to any period prior to and including the Closing Date, Seller shall indemnify and hold Purchaser harmless, from and against, and shall pay, the full amount of, such Tax liability (as well as reasonable attorneys’, accountant’s or other fees and disbursements of Purchaser incurred in determination thereof or in connection therewith), or Seller shall, at its sole expense and in its reasonable discretion, settle any Tax claim that may be the subject of indemnification under this Section 11.9(b) at such time and on such terms as it shall deem appropriate or assume the entire defense thereof; provided that Seller shall not in any event take any position in such settlement or defense that subjects Purchaser or its Affiliates to any civil fraud or any civil or criminal penalty. Notwithstanding the foregoing, Seller shall not consent, without the prior written consent of Purchaser, to any change in the treatment of any item which would, in any manner whatsoever, affect the tax liability of Purchaser or its Affiliates for a period subsequent to the Closing Date.
Subsequent Liability. Following the cancellation of the Partnership, the former General Partner shall still bear the unlimited joint responsibility for the debts incurred during the existence of the Partnership. Where the Partnership is unable to pay off its debts as and when they fall due, the creditors may apply to the people’s court for bankruptcy liquidation in accordance with law, or may request the General Partner to make repayments. Where the Partnership is declared bankrupt in accordance with law, the General Partner shall still bear the unlimited joint responsibility for the debts of the Partnership.
Subsequent Liability. 29 Section 7.08. Consents................................................................. 29 Section 7.09. Non-Competition.......................................................... 29
