Tax Indemnification by Buyer. From and after the Second Closing, Buyer shall pay or cause to be paid, and shall indemnify Seller and its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against: (A) any Taxes imposed on the Acquired Companies or any of their Subsidiaries for any Post-Closing Period; (B) any Taxes arising out of or relating to any breach of any covenant or agreement of Buyer contained in this Agreement; (C) any Transfer Taxes for which Buyer is responsible under Section 6.9(i); and (D) any costs and expenses, including reasonable legal fees and expenses attributable to any item described in clauses (A) to (C); provided, however, that Buyer shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Seller Tax Indemnified Parties from and against any Taxes for which Seller is responsible pursuant to Section 6.9(a).
Tax Indemnification by Buyer. From and after the Closing Date, the Buyer shall indemnify the Sellers and their Affiliates (each, a “Tax Indemnified Seller Party” and collectively, the “Tax Indemnified Seller Parties”) against and hold harmless from any and all Tax Losses arising out of Taxes of the Company or the Subsidiaries other than amounts for which a Tax Indemnified Buyer Party is indemnified by the Sellers under Section 11.2.
Tax Indemnification by Buyer. (1) Buyer hereby agrees to indemnify, defend and hold Seller harmless against and agrees to hold it harmless from (x) any and all Taxes of Company and its Affiliates arising or relating to any taxable period, other than Income Taxes and Taxes described in SECTION 11.1(b)(1), and (y) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), arising out of or incident to the imposition, assessment or assertion of any such Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, the sum of (x) and (y) being referred to herein as a "Seller Loss".
(2) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to this SECTION is asserted in writing against Seller, Seller shall notify Buyer of such claim or demand within thirty (30) days of receipt thereof, or such earlier time that would allow Buyer to timely respond to such claim or demand, and shall give Buyer such information with respect thereto as Buyer may reasonably request. Buyer may, at its own expense, participate in and, upon notice to Seller, assume and control the defense of any such claim, suit, action, litigation or proceeding (including any tax audit). If Buyer assumes or controls such defense, Seller shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Buyer. Whether or not Buyer chooses to defend or prosecute any claim, (i) all of the parties hereto shall cooperate in the defense or prosecution thereof and (ii) Buyer may discharge, at any time, its indemnification obligation under this SECTION by paying to Seller the amount of the applicable Seller Loss, calculated on the date of such payment pursuant to SECTION 11.1(d)(1) hereof.
Tax Indemnification by Buyer. Buyer shall indemnify and hold Seller Indemnitees harmless from any additional Tax owed by Seller (including Tax owed by Seller as a result of this indemnification payment) resulting from any transaction engaged in by the Company not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of the Shares. Buyer and Seller agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of Company’s stock on Buyer’s federal, state or local Income Tax Returns to the extent permitted by Treasury Regulation 1.1502-76(b)(1)(ii)(B) or any analogous or similar state, local or foreign Law.
Tax Indemnification by Buyer. (a) Buyer shall indemnify the Seller Indemnitees in respect of, and hold the Seller Indemnitees harmless, against any and all Taxes (and any and all related Damages) with respect to the Company for any taxable period beginning (or deemed pursuant to Section 8.4(b) to begin) after the Closing Date.
(b) The Parties agree that to the maximum extent allowable under applicable Tax laws, amounts payable to the Seller Indemnitees pursuant to this Section 8.3 shall be treated (and reported on all applicable Tax Returns) as adjustments to the Adjusted Purchase Price.
Tax Indemnification by Buyer. Buyer shall be liable for, and shall hold Sellers harmless from and against, the following Taxes with respect to the Companies and the Subsidiary:
Tax Indemnification by Buyer. Buyer shall indemnify and hold harmless Seller in respect of and against (without duplication):
(a) all Excluded Taxes;
(b) all liabilities for Taxes imposed on the Companies with respect to any Post-Closing Period;
(c) all liabilities for Taxes imposed on the Companies with respect to a Straddle Period, but only with respect to the portion of such Straddle Period beginning after the Closing Date, as determined in accordance with the principles set forth in Section 9.3; and
(d) all Taxes and reasonable and necessary out-of-pocket expenses for advisors of the Seller resulting from a breach of any obligation of Buyer set forth in this Article 9.
Tax Indemnification by Buyer. Subject to Section 9.13 and the relevant provisions of ARTICLE X, effective from and after the Closing, Buyer shall indemnify and hold harmless Seller and its Affiliates for any (i) Taxes of any of the Transferred Entities for any Post-Closing Tax Period, (ii) Taxes imposed with respect to, arising out of, or relating to the Plastics Assets, the Assumed Liabilities or the Plastics Business for any Post-Closing Tax Period, (iii) Taxes arising from any action or transaction by Buyer or any of its Affiliates (including the Transferred Entities) outside of the ordinary course of business on the Closing Date after the Closing, (iv) Taxes arising out of or attributable to any breach of any covenant of Buyer made in this ARTICLE IX or, to the extent relating to Taxes or Tax Returns, any other covenant of Buyer made in this Agreement, and (v) Taxes for which Buyer is responsible under Section 9.07 or ARTICLE VIII (Taxes described in clauses (i) through (v), collectively, “Buyer Taxes”).
Tax Indemnification by Buyer. Buyer shall indemnify, defend and hold the Allied Shareholders and their Affiliates harmless from and against (i) any liability for Taxes of Allied for any Taxable period ending after the Closing Date (except with respect to a Straddle Period, in which case Buyer's indemnity will cover only Taxes (other than Conveyance Taxes) that are not Pre-Closing Tax Liabilities, and (ii) any liability (as a result of Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law or otherwise) for Taxes of Buyer or any other person (other than Allied) which is or has ever been affiliated with Buyer, or with whom Buyer joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return.
Tax Indemnification by Buyer. Buyer shall indemnify and hold harmless Seller in respect of and against (without duplication):
(i) all Excluded Taxes;
(ii) all liabilities for Taxes imposed on the Company with respect to any period beginning after the Closing Date (a “Post-Closing Period”);
(iii) all liabilities for Taxes imposed on the Company with respect to a Straddle Period, but only with respect to the portion of such Straddle Period beginning after the Closing Date, as determined in accordance with the principles set forth in Section 5.15(d);
(iv) all Taxes and out-of-pocket expenses for advisors resulting from a breach of any obligation of Buyer set forth in this Section 5.15.
