Common use of Subsequent Liability Clause in Contracts

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 date hereofClosing 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 Equity Xxxxxxxxx or Xxxxxxxxx Subsidiary with respect to any period prior to and through the date hereof Closing Date which has not otherwise been assumed by Equity Xxxxxxxxx or Xxxxxxxxx Subsidiary pursuant to this Agreement, then the Company and the PrincipalPrincipals, jointly and severally, shall indemnify and hold Equity 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 Equity Xxxxxxxxx and Xxxxxxxxx Subsidiary incurred in determination thereof or in connection therewith), or the Company and the Principal 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 6.07 7.07 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 Principal Principals shall not in any event take any position in such settlement or defense that subjects Equity Xxxxxxxxx or Xxxxxxxxx Subsidiary to any civil fraud or any civil or criminal penalty or tax assessmentpenalty. Notwithstanding the foregoing, neither the Company nor the Principal Principals shall consent, without the prior written consent of EquityXxxxxxxxx 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 Equity Xxxxxxxxx or Xxxxxxxxx Subsidiary for a period subsequent to the date hereofClosing Date.