Supplemental Tax Indemnification. Notwithstanding and in addition to the provisions of Section 12.1(a), the Sellers shall be obligated to indemnify Buyer with respect to Taxes as set forth in Section 13.1 hereof. All such indemnification obligations related to Taxes shall be treated as Tax Claims for purposes of the survival provisions of Section 11.1(ii), and shall not be subject to the Basket and Cap (each, as defined hereinafter in Section 12.4) limitations that are set forth in Section 12.4 hereof. For purposes of clarification, any and all references to “Damages” found within Sections 12.3 through 12.8 (other than Section 12.4) hereof shall include Damages for which a Tax Claim is asserted by Buyer hereunder.
Supplemental Tax Indemnification. Each Seller agrees to indemnify the Buyer Parties for any liability for any Taxes imposed on the Company (including without limitation, any underpayment penalties, any Taxes imposed by any foreign taxing authority on the employees of the Company and any built-in gains Taxes) pursuant to federal, state, local or foreign law attributable to any periods or portions thereof ending on or before the Closing Date (“Pre-Closing Taxes”) in excess of Taxes which are included in Schedule 4.11. All indemnification obligations set forth in this Section 7.3.3 shall be treated as Tax Claims (as defined in Section 7.4) for purposes of the survival provisions of Section 7.4 and shall not be subject to any dollar limitations, including without limitation, those set forth in Section 7.5.
Supplemental Tax Indemnification. The Seller agrees to indemnify the Buyer (i) for all Taxes which the Company is responsible to pay pursuant to Section 6.10 hereof and (ii) for any liability for any Taxes imposed on the Company pursuant to federal, state, local or foreign law attributable to any periods ending on or before the Closing Date (or for the portion of any period up through the Closing Date to the extent a period does not close on such date). Any indemnity payments to or from the Seller or to or from the Buyer pursuant to this Agreement, whether under this Section 11.2 or otherwise, shall be treated by the Buyer and the Seller as purchase price adjustments for all tax purposes. All indemnification obligations set forth in this Section 11.2 shall be treated as Tax Claims for purposes of the survival provisions of Section 10.
Supplemental Tax Indemnification. Sellers shall jointly and severally indemnify the Purchaser Parties for any liability for any Taxes imposed on Company (including without limitation, any underpayment penalties and any Taxes imposed by any foreign taxing authority on the employees of Company) pursuant to federal, state, local or foreign law attributable to any periods or portions thereof ending on or before the Closing Date (“Pre-Closing Taxes”) in excess of Taxes which are included as current liabilities for purposes of computing Actual Working Capital. All indemnification obligations set forth in this Section 11.3(c) shall be included within the term Tax Claims for purposes of Sections 11.4, 11.5 and 11.6.
Supplemental Tax Indemnification. The Sellers agree, jointly and severally, to indemnify the Buyer (i) for all Taxes which the Sellers are responsible to pay pursuant to Section 6.10 and Section 6.11 hereof and (ii) for any liability (regardless of when such liability is payable) for any Taxes imposed on the Company pursuant to federal, state, local or foreign law attributable to any periods ending on or before the Closing Date (or for the portion of any period up through the Closing Date to the extent a period does not close on such date), excluding (i) any Tax liability included as Existing Indebtedness or in the computation of Net Working Capital Assets or (ii) any Tax liability of the Company or the Sellers attributable to any extraordinary transactions of the Company occurring after the Closing. Any indemnity payments to or from the Sellers or to or from the Buyer pursuant to this Agreement, whether under this Section 11.2 or otherwise, shall be treated by the Buyer and the Sellers as purchase price adjustments for all tax purposes. All indemnification obligations set forth in this Section 11.2 shall be treated as Tax Claims for purposes of the survival provisions of Section 10.
Supplemental Tax Indemnification. Sellers and Former Option Holders, pursuant to the Option Termination Agreements and this Article 11, shall jointly and severally indemnify the Purchaser Parties for any liability for any Taxes imposed on Company (including without limitation, any underpayment penalties, interest and any Taxes imposed by any foreign taxing authority on the employees of Company) pursuant to federal, state, local or foreign law and for Losses attributable to (i) income or franchise Taxes for any periods or portions thereof ending on or before the Closing Date in excess of Taxes which are included as liabilities for the purposes of computing Actual Net Assets and (ii) Taxes imposed on Company attributable to the making of the Section 338(h)(10)
Supplemental Tax Indemnification. The Purchaser Parties shall be indemnified and held harmless, to the extent of the Escrow Amount, for any liability for any Taxes imposed on Company (including without limitation, any underpayment penalties, any Taxes imposed by any foreign taxing authority on the employees of Company and any built-in gains Taxes) pursuant to federal, state, local or foreign Law attributable to any periods or portions thereof ending on or before the Closing Date in excess of Taxes which are included as current liabilities for purposes of computing Actual Working Capital.
Supplemental Tax Indemnification. Each Seller shall indemnify the Purchaser Parties for all Taxes which the Sellers are responsible to pay pursuant to Section 4.1 hereof and for any liability for any Taxes imposed on the Company or the Subsidiaries pursuant to federal, state, local or foreign law attributable to any periods ending on or before the Closing Date (or for the portion of any period up through the Closing Date to the extent a period does not close on such date). Any indemnity payments to or from the Sellers or to or from the Parent and the Merger Sub pursuant to this Agreement, whether under this Section 8.3(b) or otherwise, shall be treated by the Parent and the Merger Sub and the Sellers as purchase price adjustments for all tax purposes. All indemnification obligations set forth in this Section 8.3(b) shall be treated as Tax Claims for purposes of the survival provisions of Section 8.4 and shall not be subject to any dollar limitation.
Supplemental Tax Indemnification. Parent and each Stockholder shall jointly and severally indemnify the Purchaser Parties for any liability for any Taxes imposed on Company (including any underpayment penalties, interest and any Taxes imposed by any foreign taxing authority on the employees of Parent or Company) pursuant to federal, state, local or foreign Law and for Losses attributable to (i) any periods or portions thereof ending on or before the Closing Date in excess of Taxes which are included as liabilities for the purposes of computing Actual Net Assets, and (ii) Taxes, if any, imposed on the Parent or the Company attributable to the conversion from a cash basis of income tax accounting to the accrual basis of income tax accounting. All indemnification obligations set forth in this Section 10.3(a) shall be included within the term Tax Claims for purposes of this Agreement.
Supplemental Tax Indemnification. Seller shall indemnify the Purchaser Parties for any liability for any Taxes imposed on the Business, including, without limitation, Taxes imposed by any foreign taxing authority on the employees of the Business, pursuant to federal, state, local or foreign law attributable to any Pre-Closing Tax Period. Any indemnity payments to or from Seller or to or from Purchaser pursuant to this Agreement, whether under this Section 9.3(b) or otherwise, shall be treated by Purchaser and Seller as adjustments to the Purchase Price for all Tax purposes. All indemnification obligations set forth in this Section 9.3(b) shall be treated as Tax Claims for purposes of the survival provisions of Section 9.4 and shall not be subject to any dollar limitation, including, without limitation, those set forth in Section 9.5.
