Subsequent Liability. If, subsequent to the Closing Date, any liability for Taxes is imposed on the Purchaser with respect to the Assets or the Business in connection with any period prior to and through the Closing Date which has not otherwise been assumed by the Purchaser pursuant to this Agreement, then the Seller shall indemnify and hold the Purchaser 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 the Purchaser incurred in determination thereof or in connection therewith), or the Seller shall, at its sole expense and in its reasonable discretion, either settle any Tax claim that may be the subject of indemnification under this Section 9.5 at such time and on such terms as they shall deem appropriate or assume the entire defense thereof, PROVIDED, HOWEVER, that the Seller shall not in any event take any position in such settlement or defense that subjects the Purchaser to any civil fraud or any civil or criminal penalty. Notwithstanding the foregoing, the Seller shall not consent, without the prior written consent of the Purchaser, which prior written consent shall not be unreasonably withheld, to any change in the treatment of any item which would, in any manner whatsoever, affect the tax liability of the Purchaser 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. 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. 34 16.3 Survival of Tax Indemnification Provisions....................................................34 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx News, 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 Xxxxx 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. 30 Section 7.08. Employee Matters............................................................ 31 Section 7.09. Non-Competition............................................................. 32 Section 7.10. Securities Representation................................................... 33 Section 7.11. Relocation.................................................................. 34 Section 7.12. Registration Rights......................................................... 34
Subsequent Liability. 26 5.1.12 Schedules.................................................................... 27
Subsequent Liability. 29 Section 7.08. Consents.......................................................... 29 Section 7.09. Non-Competition................................................... 29 Section 7.10. Consulting Services. Section 7.11.
Subsequent Liability. If, subsequent to the Closing, any liability for Taxes relating to Seller is imposed on Purchaser with respect to any period prior to the Closing, then Seller shall indemnify and hold Purchaser 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 Purchaser incurred in determination thereof or in connection therewith). Seller shall, at its sole expense and upon consultation with Purchaser, either settle any tax claim that may be the subject of indemnification under this Section 7.2 at such time and on such terms as it shall deem appropriate or assume the entire defense thereof, provided, however, that Seller shall in no event take any position in such settlement or defense that subjects Purchaser to any civil fraud or any civil or criminal penalty. Purchaser shall not settle any such claim without the express written consent of Seller, which consent shall not be unreasonably withheld.
Subsequent Liability. If, subsequent to the Closing Date, -------------------- any liability for Taxes relating to the Business is asserted against Purchaser or the Assets with respect to any period through the Closing Date, Seller shall indemnify and hold Purchaser harmless from and against, and shall pay, as an adjustment to the Purchase Price, 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 attorney's or other fees and disbursements of Purchaser incurred in determination thereof or in connection therewith). Seller shall, at its sole expense and in its reasonable discretion, either settle any Tax claim that may be the subject of indemnification under this Section 8.2 at such time and on such terms as it shall deem appropriate or assume the entire defense thereof.
