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. 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 as current liabilities for purposes of computing Closing Net Working Capital. 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. 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 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 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. 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. 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. 32 11.3. OBLIGATION OF THE BUYER TO INDEMNIFY.......................... 33 11.4. NOTICE AND OPPORTUNITY TO DEFEND.............................. 33 11.5. SCOPE OF INDEMNIFICATION...................................... 34
Supplemental Tax Indemnification. Notwithstanding the provisions of Section 12.1(a) and in addition thereto (without duplication), Sellers shall be obligated to indemnify Buyer with respect to Taxes and Tax Returns as set forth in Section 12.1 hereof. All such indemnification obligations related to Taxes shall be treated as Tax Claims for purposes of the survival provisions of Article XI, and shall not be subject to the $100,000 threshold (the "$100,000 Threshold") or the Cap (each, as referred to or defined hereinafter in Section 12.4(a)) limitations that are set forth in Section 12.4(a) hereof. Sellers' indemnification obligations with respect to Taxes and Tax Returns, while not subject to the limitations set forth in Section 12.4(a) hereof, shall nevertheless be subject to the other provisions related to indemnification that are set forth in Sections 12.4(b) and (c) and 12.3 through 12.13 hereof. For purposes of clarification, any and all references to "Damages" found within Section 12.4(b) and (c) and 12.3 through 12.13 hereof shall include Damages for which a Tax Claim is asserted by Buyer hereunder.
Supplemental Tax Indemnification. (i) Each Seller, jointly and severally, agrees to indemnify the Purchaser Parties for any liability for any Taxes imposed on the Company (including without limitation, any underpayment penalties, as described in Section 2.1(Q)(iv) or Schedule 2.1(Q) relating thereto and any Taxes imposed by any foreign taxing authority on the employees of the 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 Closing Net Working Capital. In addition, if any Seller makes an indemnity payment of any amount due under this Section 7.3(C)(i) (including, but not limited to, payments made on the Sellers' behalf pursuant to the Escrow Agreement) and if the Company or any of the Purchaser Parties actually realizes a reduction of any Taxes imposed pursuant to federal, state, local or foreign law for any periods after the Closing Date ("Post-Closing Taxes") as a direct result of the circumstances giving rise to the Pre-Closing Taxes in respect of which such indemnity payment is made, then the Purchaser shall pay the relevant Seller(s) an amount equal to the lesser of (i) the amount of such actual reduction in Post-Closing Taxes (which reduction for any period shall be an amount equal to the excess, if any, of the aggregate Tax liability of the Company or the applicable Purchaser Party if such circumstances did not exist, over the aggregate Tax liability of the Company or the applicable Purchaser Party taking such circumstances into account) and (ii) the aggregate amount of all indemnification payments made under this Section 7.3(C)(i) less the amount of all prior payments made by the Purchaser under this paragraph. The Purchaser agrees that it will cause the Company or the applicable Purchaser Party to promptly give written notice to the Sellers in the event that the Company or the applicable Purchaser Party realizes a reduction that would give rise to a payment obligation under this paragraph, which notice will describe in reasonable detail the computation of such reduction. The parties agree to use their reasonable efforts to negotiate in good faith an overall settlement that takes into account the anticipated reduction of Post-Closing Taxes expected to be realized by the Company or any Purchaser Party at the time that any claim respecting a payment under this Section 7.3(C)(i) is mad...
