Tax Indemnification and Other Tax Matters. (a) Seller shall be liable for, shall pay to the relevant Tax Authorities, and shall indemnify and hold JANY and Purchaser harmless against, (i) all Taxes that relate to (A) with respect to any taxable period that commences prior to the Closing Date, but ends on or after the Closing Date, the portion of the taxable period that commences on the first day of such taxable period and continues up to and including the Closing Date (the "Pre-Closing Straddle Period"), and (B) any other taxable period ending on or before the Closing Date, (ii) any Tax liability arising under Treasury Regulation section 1.1502-6 or equivalent state law provision as a result of JANY being included in a consolidated, combined or unitary federal or state income
Tax Indemnification and Other Tax Matters. (a) Notwithstanding anything to the contrary in the Agreement, Parent, Seller and NMT-US shall, jointly and severally, indemnify, save and hold harmless the Buyer Indemnified Parties from and against any and all Damages incurred in connection with, arising out of, resulting from or relating to (i) any fact inconsistent with, or any untruth, inaccuracy or breach of, any representation, warranty or covenant of Parent, Seller, NMT-US or any of the Acquired Companies or the Seller contained in Sections 2.2(c) (with respect to the 1998/1999 Tax Make-Whole Payment), 3.7, 5.2(f)(vi), 5.9 or 5.11, and (ii) to the extent not covered in foregoing clause (i), paid under Section 2.2(c) or reflected in the accrual for Taxes (other than any accrual for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Date Balance Sheet, any and all Taxes attributable to the Acquired Companies and the US-Based Assets (A) with respect to all periods ending on or prior to the Closing Date, and (B) with respect to the Stub Tax Period. For the purposes of this Agreement, the period from January 1, 2000 through and including the Closing Date is referred to as the "Pre-Closing Period" and any period thereafter is referred to herein as the "Post-Closing Period."
Tax Indemnification and Other Tax Matters. (i) Notwithstanding anything to the contrary in this Agreement, SoftDent Indemnifying Parties shall, jointly and severally, indemnify, save and hold harmless the SoftDent Indemnified Parties from and against any and all damages, losses, costs, claims, expenses and liabilities including without limitation, interest, penalties, reasonable attorneys' fees and expenses, incurred in connection with, arising out of, resulting from or relating to (i) any fact inconsistent with, or any untruth or inaccuracy of, any representation or warranty of Dentsply or Ceramco contained in Section 3.12, (ii) any and all Taxes attributable to Ceramco and/or the SoftDent Business (A) with respect to all periods ending on or prior to the Closing Date and (B) with respect to any period beginning before the Closing and ending after the Closing Date, but only with respect to the portion of such period up to and including the Closing Date (such portion shall be referred to herein as the "PRE-CLOSING TAX PERIOD" and the portion of such period after the Closing Date shall be referred to herein as the "POST-CLOSING TAX PERIOD").
Tax Indemnification and Other Tax Matters. Subject to the provisions of Article IX hereof:
Tax Indemnification and Other Tax Matters. (a) Notwithstanding the terms of the Tax Sharing Agreement, the Seller shall be liable for, shall pay to the appropriate Tax Authorities, and shall hold the Company and the Purchaser harmless against, all Taxes that relate to any taxable period ending on or before the Closing Date that have not been accrued on the books of the Company or its subsidiaries.
Tax Indemnification and Other Tax Matters. (a) Seller shall be liable for, shall pay to the appropriate Tax Authorities and shall hold IGL and Buyer harmless against, all Taxes that relate to any taxable period ending on or before the Closing Date, including, without limitation, any deficiencies in Tax, any Tax attributable to the Section 338(h)(10) election that will be made under (e) below and any Taxes of Seller or any affiliate of Seller assessed against IGL under Treasury Regulations ss.1.1502-6.
Tax Indemnification and Other Tax Matters. (a) Seller shall indemnify, save and hold harmless each Buyer Indemnitee from and against any and all Losses incurred in connection with or arising out of (i) the inaccuracy or breach of any representation or warranty of or by the Company or Seller contained in Section 4.18 and (ii) Taxes with respect to all Tax periods ending on or prior to December 31, 1999. Notwithstanding anything contained herein to the contrary, all Taxes and filings in connection therewith (other than corporate income tax) have been timely paid and/or filed prior to the Closing Date.
Tax Indemnification and Other Tax Matters. Subject to the provisions of ARTICLE 9 hereof:
Tax Indemnification and Other Tax Matters. (a) Notwithstanding anything to the contrary in this Agreement, neither the Companies nor the Shareholders shall be liable to any of Purchaser’s Indemnified Persons pursuant to Section 5.2 for any Taxes or for any liability incurred in connection with or imposed by any Taxing Authority, including any interest, penalties, fines, or additions to Tax, and such liability shall instead be governed exclusively by this Section 5.6. In the event and to the extent that there shall be a conflict between the provisions of Section 5.2, Section 5.3, Section 5.4 or Section 5.5, and the provisions of Section 5.6, this Section 5.6 shall control.
Tax Indemnification and Other Tax Matters. (a) Notwithstanding Section 3.1, Rock-Tenn and Rock-Tenn Partition jointly and severally shall indemnify and hold harmless each "Indemnitee" (as defined in Section 4.1 of this Agreement) from:
