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. Buyer shall indemnify and hold harmless Seller in respect of and against (without duplication):
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. 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 and the Company shall indemnify and hold Seller harmless, on an after-Tax basis, from and against, the following Taxes with respect to the Company:
Tax Indemnification by Buyer. Subject to the other terms and conditions of this Article 6, from and after the Closing, Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all Losses to the extent arising out of any Transfer Taxes for which Buyer is liable pursuant to Section 6.5, provided that the Buyer’s indemnification obligations shall terminate on the Tax Cut-Off Date.
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.
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 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. Buyer shall be liable for, and shall pay, indemnify, defend and hold Seller harmless from and against, the following Taxes with respect to the Company, the Subsidiaries: (i) any and all Income Taxes for any taxable period beginning on or after the Closing Date, due or payable by the Company, the Subsidiaries (ii) any and all Other Taxes (other than Taxes described in Section 7.2 for which Seller is liable) for all taxable periods (whether beginning before, on or after the Closing Date), (iii) any and all Taxes not incurred in the ordinary course of business attributable to the acts or omissions of Buyer, Buyer's affiliates, the Company, the Subsidiaries or the Affiliates after the Closing on the Closing Date, (iv) (v) any Taxes due and payable by the Company or any of the Subsidiaries, or Affiliates. or Buyer resulting from any election made by Buyer or imposed on Buyer by the IRS under Section 338 of the Code other than Section 338(h)(10) or the state or local equivalent thereof.
