Common use of Tax Indemnification by Acquiror Clause in Contracts

Tax Indemnification by Acquiror. (a) Subject to Section 10.10(b)(ii), the Acquiror hereby agrees to indemnify and hold the partners of the Contributor who execute the Guaranty Agreement (each, a "Partner," and in the aggregate, the "Indemnitees") harmless from and against any and all claims (each, an "Indemnifiable Claim") and the costs, penalties, interest, liabilities and expenses (including reasonable attorneys' fees) relating thereto, net of any other benefits or recoveries, that may be asserted against or incurred by any Indemnitee as a result of any breach by the Acquiror of the representation set forth in Section 4.22 regarding the tax consequences of the transaction to the Contributor and the Indemnitees provided, however, that a Final Determination (as defined below) pursuant to which the federal income tax liability of an Indemnitee was increased has occurred with respect to such Indemnifiable Claim or Claims; and provided, further, that the Acquiror shall not indemnify any Indemnitee with respect to the amount of any federal income tax liability that such Indemnitee would have incurred irrespective of any breach by the Acquiror of the representation set forth in Section 4.22.

Tax Indemnification by Acquiror. (a) Subject to Section 10.10(b)(ii10.10 (b)(ii), the Acquiror hereby agrees to indemnify and hold the partners of the Contributor who execute the Guaranty Agreement (each, a an "PartnerIndemnitee," and in the aggregate, the "Indemnitees") harmless from and against any and all claims (each, an "Indemnifiable Claim") and the costs, penalties, interest, liabilities and expenses (including reasonable attorneys' fees) relating thereto, net of any other benefits or recoveries, that may be asserted against or incurred by any Indemnitee as a result of any breach by the Acquiror of the representation set forth in Section 4.22 regarding the tax consequences of the transaction to the Contributor and the Indemnitees, to the extent that claims of (1) the Indemnitees arising under this Section 9.4 and (2) one or more other Summerfield Affiliated Partnerships and/or their partners arising under Section 9.4 of one or more of the Other Contribution Agreements exceed in the aggregate $500,000; provided, however, that a Final Determination (as defined below) pursuant to which the federal income tax liability of an Indemnitee was increased has occurred with respect to such Indemnifiable Claim or Claims; and provided, further, that the Acquiror shall not indemnify any Indemnitee with respect to the amount of any federal income tax liability that such Indemnitee would have incurred irrespective of any breach by the Acquiror of the representation set forth in Section 4.22.