Tax Indemnification by Purchaser. Effective as of and after the Closing Date, Purchaser and the members of the Education Group shall pay or cause to be paid, and shall jointly and severally indemnify the Parent Group (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against, without duplication, (i) any Taxes imposed on or with respect to any member of the Education Group, the Business or the Shares for any Post-Closing Period (except to the extent that Parent is liable for such amounts pursuant to Section 7.2(iii) (relating to Section 951 of the Code), 7.2(v) (relating to breaches of specified representations) and 7.2(vii) (relating to the steps in the Plan of Reorganization) above); (ii) any Taxes arising out of any breach of or inaccuracy in any of the representations and warranties set forth in Section 4.7; (iii) any Taxes resulting from and that would not have arisen but for any amounts required to be included in income by any member of the Parent Group under Section 951 of the Code attributable (determined on the basis of an interim closing of the books as of the Closing Date) to a Post-Closing Period of a Non-QSP Target Corporation (calculated on a “with and without” basis and taking into account, without limitation, any related foreign Tax credits under Section 960 of the Code); (iv) any Taxes arising from any action or transaction by Purchaser or any member of the Education Group outside the ordinary course of business on the Closing Date after the Closing, (v) any Taxes arising out of or relating to any breach of any covenant or agreement of Purchaser contained in this Agreement; (vi) any Taxes for which Purchaser is responsible under Section 7.13, and (vii) any reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) to (vi) (but not, for the absence of doubt, fees or expenses incurred in preparing any Tax Return).
Tax Indemnification by Purchaser. Effective as of and after the Closing Date, Purchaser shall pay or cause to be paid, and shall indemnify the Seller Group (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against (a) any Taxes (i) of the Company that are imposed on or with respect to the Business for any Post-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section 7.4); (ii) arising out of or resulting from any breach of any covenant or agreement of Purchaser or Parent contained in this Agreement; or (iii) for which Purchaser is responsible under Section 7.11; and (b) any reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses attributable to any item described in clause (a) of this Section 7.2, provided, however, that Purchaser shall not be responsible for any Seller Indemnified Taxes.
Tax Indemnification by Purchaser. Effective as of and after the Closing Date, Purchaser shall pay or cause to be paid, and shall indemnify the Seller Group (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against (a) any Taxes (i) of the Company for any Post-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section 7.4); (ii) arising out of or resulting from any breach of any covenant or agreement of Purchaser or Parent contained in this Agreement; or (iii) for which Purchaser is responsible under Section 7.11; and (b) any reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses attributable to any item described in clause (a) of this Section 7.2, provided, however, that Purchaser shall not be responsible for any Seller Indemnified Taxes.
Tax Indemnification by Purchaser. (a) Purchaser shall be solely liable for Taxes of the Company for all Taxable Years and periods commencing after the Closing Date. Purchaser shall cause to be prepared and duly file all Tax Returns of the Company for Taxable Periods commencing after the Closing Date. Purchaser shall pay all Taxes whether or not shown to be due on such Tax Returns for all periods covered by such Tax Returns. Notwithstanding the foregoing, except to the extent provided in Section 7.06(b), Purchaser shall be liable for, and shall indemnify and hold harmless Sellers against, any and all Taxes for any Taxable Year or Taxable Period commencing after the Closing Date due or payable by the Company.
Tax Indemnification by Purchaser. Purchaser shall be liable for, and shall indemnify each Seller Indemnitee against and hold it harmless from, and in respect of (i) all Taxes attributable to the Post-Closing Tax Period (or the nonpayment thereof), imposed on or with respect to the JV Assets and the JV Entities, and (ii) any Taxes that are the responsibility of Purchaser or the Company pursuant to Section 6.08(f).
Tax Indemnification by Purchaser. Effective as of and after the Closing Date, Purchaser and the members of the Alkali Group shall pay or cause to be paid, and shall jointly and severally indemnify Seller and its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against, without duplication, (i) any Taxes imposed on or with respect to any member of the Alkali Group for any Post-Closing Period; (ii) any Taxes imposed with respect to any Transferred Assets or Assumed Liabilities for any Post-Closing Tax Period; (iii) any Taxes arising from any action taken or transaction entered into by Purchaser or any member of the Alkali Group outside the ordinary course of business on the Closing Date after the Closing; (iv) any Taxes to the extent such Taxes were reflected as a reserve or liability in Working Capital on the Final Post-Closing Adjustment Statement; (v) any Taxes arising out of or resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (vi) any Taxes for which Purchaser is responsible under Section 7.11; and (vii) any reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) to (vi).
Tax Indemnification by Purchaser. Subject to the applicable terms, conditions and limitations set forth in Article XI, effective as of and after the Closing Date, Purchaser and the members of the Alkali Group shall pay or cause to be paid, and shall jointly and severally indemnify Seller and its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against, without duplication, (i) any Taxes imposed on or with respect to any member of the Alkali Group for any Post-Closing Period; (ii) any Taxes arising from any action taken or transaction entered into by Purchaser or any member of the Alkali Group outside the ordinary course of business on the Closing Date after the Closing; (iii) any Taxes to the extent such Taxes were reflected as a reserve or liability in Working Capital on the Final Post-Closing Adjustment Statement; (iv) any Taxes arising out of or resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (v) any Taxes for which Purchaser is responsible under Section 8.11; and (vi) any reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) through (v), in each case net of Taxes for which Seller is obligated under Section 8.1.
Tax Indemnification by Purchaser. Effective as of and after the Closing Date, Purchaser shall, without duplication, 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 any of the Target Entities for any Post-Closing Period; (B) any Taxes imposed with respect to the Purchased Assets, the Assumed Liabilities or the Business (other than Taxes imposed on any of the Target Entities) for any Post-Closing Period; (C) any Taxes arising from any action or transaction by Purchaser, its Subsidiaries or the Target Entities outside of the ordinary course of business on the Closing Date after the Closing; (D) any Taxes arising out of or resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (E) any Transfer Taxes for which Purchaser is expressly responsible under Section 6.12; and (F) any costs and expenses, including reasonable legal fees and expenses, attributable to any item described in clauses (A) to (E); provided, however, that Purchaser 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 6.1.
Tax Indemnification by Purchaser. Except for any Taxes subject to the Sellers' indemnification obligation under Section 9.1, Purchaser hereby agrees to be liable for and to indemnify and hold the Seller Indemnified Parties harmless from and against, and pay to the applicable Seller Indemnified Parties the amount of, any and all Losses in respect of (i) all Taxes of each of the Companies and the Subsidiaries (A) for any taxable period beginning after the close of business on the Closing Date ("Post-Closing Taxable Period") and (B) for the portion of any Straddle Period beginning after the close of business on the Closing Date (determined as provided in Section 9.4); (ii) all Taxes imposed on the Companies and Subsidiaries that would be subject to the Sellers' indemnification obligation under Section 9.1, but for the final proviso of Section 9.1; (iii) the failure of Purchaser to perform any covenant contained in this Agreement with respect to Taxes; and (iv) any failure by Purchaser to pay any and all Taxes required to be borne by Purchaser pursuant to Section 9.9.
Tax Indemnification by Purchaser. From and after the Closing Date, Purchaser shall indemnify, hold harmless and defend Seller Group and their Affiliates, officers, directors, employees, agents, consultants, representatives and successors, from and against any and all Taxes (including, for avoidance of doubt, such Taxes arising out of or resulting from any reduction in any Seller's Attributes by reason of or attributable to the breach by Purchaser of any covenant or agreement relating to Taxes under this Agreement) (i) imposed on the Purchased Subsidiaries or relating to the Business or the Target Assets with respect to Post-Closing Tax Periods, (ii) arising out of or payable by reason of any election under Code Section 338 (or by reason of any actual or deemed election under applicable U.S. state or local or non-U.S. Tax Law that is analogous or comparable to Code Section 338) made by or at the direction of Purchaser or any Affiliate of Purchaser (including any Purchased Subsidiary after the Closing) with respect to any Purchased Subsidiary that is not made in connection with an election under Section 338(h)(10) (or any actual or deemed election under applicable U.S. state or local Tax Law that is analogous or comparable to Code Section 338(h)(10)) with respect to such Purchased Subsidiary, (iii) arising out of or payable by reason of any election under Section 301.7701-3 of the U.S. Treasury Regulations (or by reason of any actual or deemed election under applicable U.S. state or local or non-U.S. Tax Law that is analogous or comparable to Section 301.7701-3 of the U.S. Treasury Regulations) with respect to any Purchased Subsidiary made after the Closing by or at the direction of Purchaser or any Affiliate of Purchaser (including any Purchased Subsidiary after the Closing), (iv) imposed on or payable by Seller or any of its Affiliates by reason of or attributable to the breach by Purchaser of any covenant or agreement relating to Taxes under this Agreement, (v) arising out of or resulting from any transaction, omission or action carried out or effected by or at the direction of Purchaser or any Affiliate of Purchaser involving any of the Purchased Subsidiaries or the Target Assets or the Business that occurs (or is deemed to occur) on the Closing Date and that is not in the ordinary course of business, (vi) imposed on or with respect to Seller, any Affiliate of Seller, any Purchased Subsidiary, the Business or the Target Assets with respect to Pre-Closing Tax Periods by reason of or attri...
