Common use of Subsequent Liability Clause in Contracts

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 Closing Date, any liability for Taxes measured by is imposed on the income of the Company relating Purchaser with respect to the Assets or the conduct of the Business is imposed on Xxxxxxxxx or Xxxxxxxxx Subsidiary in connection with respect to any period prior to and through the Closing Date which has not otherwise been assumed by Xxxxxxxxx or Xxxxxxxxx Subsidiary the Purchaser pursuant to this Agreement, then the Company and the Principals, jointly and severally, Seller shall indemnify and hold Xxxxxxxxx and Xxxxxxxxx Subsidiary 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 Xxxxxxxxx and Xxxxxxxxx Subsidiary the Purchaser incurred in determination thereof or in connection therewith), or the Company and the Principals Seller shall, at their its sole expense and in their its reasonable discretion, either settle any Tax claim that may be the subject of indemnification under this Section 7.07 9.5 at such time and on such terms as they shall deem appropriate or assume the entire defense thereof, providedPROVIDED, howeverHOWEVER, that the Company and the Principals Seller shall not in any event take any position in such settlement or defense that subjects Xxxxxxxxx or Xxxxxxxxx Subsidiary the Purchaser to any civil fraud or any civil or criminal penalty. Notwithstanding the foregoing, neither the Company nor the Principals Seller shall not consent, without the prior written consent of Xxxxxxxxx Subsidiarythe Purchaser, which prior written consent shall not be unreasonably withheld, delayed or conditioned, to any change in the treatment of any item which would adversely would, in any manner whatsoever, affect the tax liability of Xxxxxxxxx or Xxxxxxxxx Subsidiary the Purchaser for a period subsequent to the Closing Date.

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 Facilities is imposed on Xxxxxxxxx or Xxxxxxxxx Subsidiary the Purchaser with respect to any period prior to and through the Closing Date which has not otherwise been assumed by Xxxxxxxxx or Xxxxxxxxx Subsidiary the Purchaser pursuant to this Agreement, then the Company and the Principals, jointly and severally, AHD shall indemnify and hold Xxxxxxxxx and Xxxxxxxxx Subsidiary 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 Xxxxxxxxx and Xxxxxxxxx Subsidiary the Purchaser incurred in determination thereof or in connection therewith), or the Company and the Principals AHD shall, at their its sole expense and in their its reasonable discretion, either settle any Tax claim that may be the subject of indemnification under this Section 7.07 3.21 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 AHD shall not in any event take any position in such settlement or defense that subjects Xxxxxxxxx or Xxxxxxxxx Subsidiary the Purchaser to any civil fraud or any civil or criminal penalty. Notwithstanding the foregoing, neither the Company nor the Principals AHD shall not consent, without the prior written consent of Xxxxxxxxx Subsidiarythe Purchaser, which prior written consent shall not be unreasonably withheld, delayed or conditioned, to any change in the treatment of any item which would adversely would, in any manner whatsoever, affect the tax liability of Xxxxxxxxx or Xxxxxxxxx Subsidiary the Purchaser for a period subsequent to the Closing Date.

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 asserted against Purchaser with respect to any period prior to and through the Closing Date which has not otherwise been assumed by Xxxxxxxxx other than the sales, use or Xxxxxxxxx Subsidiary pursuant transfer taxes referred to this Agreementin Sections 10.1 and 10.3, then the Company Seller shall, subject to Sections 5.1, 5.5, 5.6 and the Principals, jointly and severally, shall 5.7 indemnify and hold Xxxxxxxxx and Xxxxxxxxx Subsidiary harmless, Purchaser harmless from and against, and shall pay, the full amount of such Tax liability, including any interest, additions to tax Tax and penalties thereon, together with interest on such additions to tax Tax or penalties (as well as reasonable attorneys' or other fees and disbursements of Xxxxxxxxx and Xxxxxxxxx Subsidiary Purchaser incurred in determination thereof or in connection therewith), or the Company and the Principals . Seller shall, at their its sole expense and in their its reasonable discretion, either settle any Tax claim that may be the subject of indemnification under this Section 7.07 10.4 at such time and on such terms as they it shall deem appropriate or assume the entire defense thereof, provided, however, that the Company and the Principals Seller shall not in any no event take any position in such settlement or defense that subjects Xxxxxxxxx or Xxxxxxxxx Subsidiary Purchaser to any civil fraud or any civil or criminal penalty. Notwithstanding the foregoing, neither the Company nor the Principals Seller shall not consent, without the prior written consent of Xxxxxxxxx SubsidiaryPurchaser, which prior written consent shall not be unreasonably withheld, delayed or conditioned, to any change in the treatment of any item which would adversely would, in any manner whatsoever, affect the tax Tax liability of Xxxxxxxxx or Xxxxxxxxx Subsidiary Purchaser for a period subsequent to the Closing Date.