Tax Indemnification by Purchaser. Effective as of and after the Closing Date, Purchaser and the members of the Commercial Air Group shall pay or cause to be paid, and shall jointly and severally indemnify the Seller Group (collectively, the “Seller Tax Indemnified Parties”) and hold Seller Tax Indemnified Party harmless from and against, without duplication, (i) any Income Taxes imposed on or with respect to any member of the Commercial Air Group for taxable periods (or portion of taxable periods) ending after the Closing Date; (ii) any Taxes (other than Income Taxes) imposed on or with respect to any member of the Commercial Air Group to the extent reflected on any Tax Return not required to be filed on or before the Closing Date; (iii) any Taxes arising from any action or transaction by Purchaser or any member of the Commercial Air Group outside the ordinary course of business on the Closing Date after the Closing; (iv) any Taxes arising out of or relating to any breach of any covenant or agreement of Purchaser contained in this Agreement; (v) any Purchaser Restructuring Taxes; (vi) any Taxes for which Purchaser is responsible under Section 7.11; and (vii) any reasonable out-of-pocket marginal fees and expenses attributable to any item described in clauses (i) to (vi); 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 that would not have been payable if not for a breach by Seller or any member of the Seller Group of any of its representations, warranties or covenants in this Agreement, or for which Seller is required to indemnify the Purchaser Tax Indemnified Parties pursuant to Section 7.1. For the avoidance of doubt, except as provided in Section 7.1, all Taxes (including Transfer Taxes but excluding Seller Restructuring Taxes) imposed on the Purchaser or any of its Affiliates (including the Commercial Air Group) on income earned, or withholding tax incurred, after the Closing shall be for Purchaser’s account (and Purchaser shall indemnify and hold harmless the Seller Tax Indemnified Parties from and against any such 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. 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. 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. 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. Effective as of and after the Closing, Purchaser shall be responsible for (and 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 or with respect to the Purchased Assets, the Assumed Liabilities, the Business or any of the assets of the Purchased Companies for any Post-Closing Period (other than Excluded Business Taxes and Taxes for which indemnification is required under Section 7.1(b)); (b) any Taxes arising from any action or transaction by Purchaser, the Purchased Companies or their respective Affiliates outside of the ordinary course of business on the Closing Date after the Closing (other than an action specifically contemplated by this Agreement); (c) any Taxes arising out of or resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (d) any Transfer Taxes for which Purchaser is responsible under Section 7.8; and (e) any costs and expenses, including reasonable legal fees and expenses, attributable to any item described in clauses (a) to (d), provided, that Purchaser shall not be responsible for (and 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 amounts for which Seller is responsible pursuant to Section 7.1. For the avoidance of doubt, Section 7.2(a) shall not apply with respect to any amounts required to be paid by Purchaser under clause (y) of Section 10.6.
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 Indemnified Parties and hold each Seller Indemnified Party harmless from and against, without duplication (a) any Taxes imposed on the Transferred Companies or with respect to any SCT Business Asset for any Post-Closing Period, except to the extent such Taxes are subject to indemnification by the Sellers pursuant to Section 7.2(d) or (e); (b) any Taxes arising from any action or transaction taken or entered into by Purchaser, any of its Affiliates or the Transferred Companies outside of the ordinary course of business on the Closing Date after the Closing (for the avoidance of doubt, except for Taxes, if any, imposed on the Transferred Companies for any Pre-Closing Period as a result of the Section 338(h)(10) Elections or the Section 338(g) Elections, which are covered by Section 7.2 above); (c) any Taxes arising out of or relating to any breach of any covenant or agreement of Purchaser contained in this Agreement; (d) any Transfer Taxes for which the Purchaser is responsible under Section 7.12 of this Agreement; and (e) any costs and expenses, including reasonable legal and accounting fees and expenses attributable to any item described in the foregoing clauses (a) through (d).
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 of the Transferred Entities other than Excluded Taxes; (b) any Taxes arising from any action or transaction by Purchaser or the Transferred Entities outside of the ordinary course of business on the Closing Date after the Closing other than any action or transaction (i) contemplated by this Agreement or any Ancillary Agreement or (ii) undertaken with the prior written consent of Seller; (c) any Taxes arising out of or resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (d) any Taxes for which Purchaser is responsible under Section 7.13; and (e) any reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses attributable to any item described in clauses (a) through (d) of this Section 7.2.
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...
Tax Indemnification by Purchaser. Purchaser shall be liable for, and shall hold Seller harmless from and against, any and all Taxes for any Post-Closing Period.
