Common use of Subsequent Liability Clause in Contracts

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 Closing Date, any liability for Taxes relating to the Assets or the conduct of the Facilities 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 AHD 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 AHD 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 3.21 at such time and on such terms as they shall deem appropriate or assume the entire defense thereof, PROVIDEDprovided, HOWEVERhowever, that the Seller AHD 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 AHD 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 Closing Date, any liability for Taxes relating to the Business is imposed on the asserted against 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 other than the Purchaser pursuant sales, use or transfer taxes referred to this Agreementin Sections 10.1 and 10.3, then the Seller shall shall, subject to Sections 5.1, 5.5, 5.6 and 5.7 indemnify and hold the Purchaser harmless, 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 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 10.4 at such time and on such terms as they it shall deem appropriate or assume the entire defense thereof, PROVIDEDprovided, HOWEVERhowever, that the Seller shall not in any no 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 Tax liability of the Purchaser for a period subsequent to the Closing Date.