Common use of Survival of Taxes Clause in Contracts

Survival of Taxes. There shall survive the sale of any shares by any party hereto the liability of such selling Shareholder for his pro-rata portion of any taxes, penalties, fines or assessments (not included in the value of shares sold) which may be imposed on the Corporation by any federal, state or local government or any agency, department or bureau thereof after the effective date of the accountant’s determination, by reason of its corporate operations up to such date. Conversely, the Transferring Shareholder shall be entitled to his pro-rata portion of any refund, credit or reduction on account of any tax, fine or assessment imposed prior to such date, for which no credit was given in the computation of the total value of the shares sold.