Common use of Tax Indemnification by Purchaser Clause in Contracts

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 and the members of the Commercial Air Education Group shall pay or cause to be paid, and shall jointly and severally indemnify the Seller Parent Group (collectively, the “Seller Tax Indemnified Parties”) and hold each 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 Education Group, the Business or the Shares for taxable periods any Post-Closing Period (or portion except to the extent that Parent is liable for such amounts pursuant to Section 7.2(iii) (relating to Section 951 of taxable periodsthe Code), 7.2(v) ending after (relating to breaches of specified representations) and 7.2(vii) (relating to the Closing Datesteps 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; (other than Income Taxesiii) imposed on or with respect 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 Commercial Air Parent Group to under Section 951 of the extent reflected Code attributable (determined on any Tax Return not required to be filed on or before 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); (iiiiv) any Taxes arising from any action or transaction by Purchaser or any member of the Commercial Air Education Group outside the ordinary course of business on the Closing Date after the Closing; , (ivv) 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; 7.13, and (vii) any reasonable out-of-pocket marginal fees and expenses attributable to any item described in clauses (i) to (vi); provided) (but not, however, that Purchaser shall not be required to pay or cause to be paid, or to indemnify or hold harmless for 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 absence of doubt, except as provided fees or expenses incurred in Section 7.1, all Taxes (including Transfer Taxes but excluding Seller Restructuring Taxes) imposed on the Purchaser or preparing 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 TaxesReturn).

Tax Indemnification by Purchaser. Effective (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. (b) Purchaser shall cause the Company to pay all Taxes due for any Taxable year or Taxable period relating to the Straddle Period (subject to Purchaser's right to indemnification under Section 7.05(a)). To the extent that the Taxes that would have been due if the Straddle Period had ended on the Closing Date are less than the Taxes for the Straddle Period paid by the Company or Sellers prior to the Closing Date, such shortfall shall be paid by Purchaser to Sellers at the time that any payment for such Taxes is due. Purchaser shall be liable for, and shall indemnify and hold harmless Sellers against, all Taxes for the Straddle Period for which Sellers are not responsible under Section 7.05(a). (c) Except as of otherwise set forth in this Agreement, to the extent any refunds or credits with respect to the Taxes paid by the Company are attributable to Taxable periods commencing before and ending before the Closing Date, such refunds or credits shall belong to Sellers. Except as provided in the immediately succeeding sentence, to the extent that any refunds or credits with respect to Taxes paid by the Company are attributable to Taxable periods commencing on or after the Closing Date, Purchaser and such refunds or credits shall belong to Purchaser. To the members of the Commercial Air Group shall pay extent that any refunds 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 credits with respect to any member of Taxes paid by 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 Company are attributable to the extent reflected on Straddle Period, such refunds and credits shall belong to the party who bears responsibility for such Taxes pursuant to Sections 7.05 and 7.06. Purchaser shall cause the Company to forward to Sellers or to reimburse Sellers for any Tax Return not required refunds or credit belonging to be filed on or before the Closing Date; (iii) Sellers within two business days from receipt thereof by any Taxes arising from any action or transaction by of 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)Company.

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 indemnify Seller and severally indemnify the Seller Group its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against: (a) any Taxes imposed on, without duplication, the Purchased Companies for any Post-Closing Period multiplied by (i) in the case of any Income Taxes imposed on Purchased Controlled Companies, 100%, or with respect to (ii) in the case of any member Purchased Companies other than the Purchased Controlled Companies, the percentage of the Commercial Air Group for taxable periods (or portion outstanding equity interests in such Purchased Companies as set forth on Section 2.4(a) of taxable periods) ending after the Closing DateSeller Disclosure Schedules; (iib) any Taxes (other than Income TaxesTaxes imposed on any of the Purchased Companies) imposed on or with respect to the Purchased Assets or the Assumed Liabilities for any member of the Commercial Air Group to the extent reflected on any Tax Return not required to be filed on or before the Post-Closing DatePeriod; (iiic) any Taxes arising from any action (including making any tax election (for the avoidance of doubt other than a Code Section 338(g) election contemplated by Section 6.10(c))) or transaction by Purchaser Purchaser, the Purchased Companies or any member their respective Affiliates outside of the Commercial Air Group outside the ordinary course of business on the Closing Date after the Closing; (ivd) any Taxes arising out imposed on, in respect of or relating attributable to Seller, the Purchased Companies, the Purchased Assets, the Assumed Liabilities or the Business solely or primarily resulting from any breach by Purchaser or any of any covenant or agreement its Affiliates of Purchaser contained in this AgreementArticle VI after the Closing; (v) any Purchaser Restructuring Taxes; (vie) any Taxes for which Purchaser is responsible under Section 7.116.12; and (viif) any costs and expenses, including reasonable out-of-pocket marginal legal fees and expenses expenses, attributable to any item described in clauses (ia) 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 Taxese) 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)above.

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 indemnify each member of the Supervalu Group, their respective Affiliates (other than any Person that is an Affiliate by reason of common control), successors and severally indemnify the Seller Group permitted assigns (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against, without duplication, (against 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 resulting from any action or transaction by Purchaser Purchaser, any of its Subsidiaries or any member of the Commercial Air Group Save-A-Lot Entities outside of the ordinary course of business on the Closing Date after the Closing; (ivii) any Taxes arising out of or relating to resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement or any breach of any covenant or agreement, occurring on or after the Closing Date, of Save-A-Lot contained in the Separation Agreement; (v) any Purchaser Restructuring Taxes; (viiii) any Taxes for which Purchaser is responsible under Section 7.11; and (viiiv) any reasonable outTaxes for which the Save-ofA-pocket marginal fees Lot Entities are liable (including, for the absence of doubt, as a transferee or successor) for any Post-Closing Tax Period and expenses attributable any Taxes imposed on or with respect to the Save-A-Lot Assets (as defined in the Separation Agreement) for the Post-Closing Tax Period; (e) any item Taxes described in or covered by any of clauses (i) or (iii) of the proviso contained in Section 7.2; and (f) any costs and expenses, including reasonable legal fees and expenses, attributable to (vi)any Tax for which Purchaser is responsible pursuant to Section 7.3; 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 (i) except in the case of Section 7.3(a) and (b), 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 Supervalu is required to indemnify the Purchaser Tax Indemnified Parties responsible pursuant to Section 7.1. For 7.2(b) and (ii) in the avoidance case of doubtSection 7.3(d), except as provided in any Taxes for which Supervalu is responsible pursuant to Section 7.17.2(a), all Taxes (d), (e) or (f) (or, with respect to (i) or (ii), any costs and expenses, 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 (reasonable legal fees and Purchaser shall indemnify and hold harmless the Seller Tax Indemnified Parties from and against any such Taxesexpenses attributable thereto).

Tax Indemnification by Purchaser. Effective as of and after the Closing DateEffective Time, Purchaser and the members of the Commercial Air Group shall shall, without duplication, pay or cause to be paid, and shall jointly indemnify Seller and severally indemnify the Seller Group its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and againstagainst (A) any Taxes imposed on any of the Target Entities for any Post-Closing Period (other than Taxes imposed on or with respect to GCP Tecnologías Venezuela, without duplicationS.A. (or any predecessors thereof) in respect of the Retained Seller Business, the Excluded Assets or the Retained Liabilities for any Tax period (or portion thereof) ending on or prior to the later of (x) the applicable Deferred Closing (y) the date on which such Retained Seller Business, Excluded Assets and Retained Liabilities have been transferred to Seller Entities pursuant to Section 5.14); (B) any Taxes imposed with respect to the Purchased Assets, the Assumed Liabilities or the Business (other than (i) any Income Taxes described in clause (A) of this Section 6.2 and (ii) income Taxes imposed on or with respect to any member of Deferred Target Business, any Deferred Assets, or any Deferred Liabilities for the Commercial Air Group applicable Deferred Period) for taxable periods (or portion of taxable periods) ending after the any Post-Closing DatePeriod; (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; (iiiC) any Taxes arising from any action or transaction by Purchaser Purchaser, its Subsidiaries or any member the Target Entities outside of the Commercial Air Group outside the ordinary course of business on the Closing Date or at or after the ClosingClosing Effective Time; (ivD) any Taxes arising out of or relating to resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (vE) any Purchaser Restructuring Taxes; (vi) any Transfer Taxes for which Purchaser is expressly responsible under Section 7.116.12; (F) any Taxes imposed on or with respect to Grace Brasil Ltda. solely as a result of the allocation of any portion of the Purchase Price to any non-compete covenant or agreement provided for herein or in the applicable Foreign Acquisition Agreement; and (viiG) any costs and expenses, including reasonable out-of-pocket marginal legal fees and expenses expenses, attributable to any item described in clauses (iA) to (viF); 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 responsible 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)6.1.

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 indemnify Seller and severally indemnify the Seller Group its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against, without duplication, against (iA) any Income Taxes imposed on a Purchased Consolidated Company or a Subsidiary of a Purchased Consolidated Company for any Post-Closing Period; (B) any Taxes imposed with respect to any member of the Commercial Air Group for taxable periods (Purchased Assets, the Assumed Liabilities or portion of taxable periods) ending after the Closing Date; (ii) any Taxes Business (other than Income Taxes) Taxes imposed on or with respect to any member of the Commercial Air Group to the extent reflected on Purchased Companies or any Tax Return not required to be filed on or before the Subsidiary of any Purchased Company) for any Post-Closing DatePeriod; (iiiC) any Taxes arising from any action or transaction by Purchaser Purchaser, the Purchased Consolidated Companies or any member their respective Subsidiaries outside of the Commercial Air Group outside the ordinary course of business on the Closing Date after the Closing; (ivD) any Taxes arising out of or relating to resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (vE) an amount equal to the product of (1) thirty-five percent (35%) and (2) the amount equal to the excess, if any, of (x) any Purchaser Restructuring Taxesamount required to be included by Seller or any of its Affiliates in income under Section 951(a) of the Code with respect to a Purchased Company or a Subsidiary of a Purchased Company for the tax year of Seller or such Affiliate that includes the Closing Date, over (y) the amount that would have been required to be included by Seller or any of its Affiliates in income under Section 951(a) of the Code with respect to such Purchased Company or such Subsidiary of a Purchased Company for the tax year of Seller or such Affiliate that includes the Closing Date had the taxable year of such Purchased Company or such Subsidiary of a Purchased Company ended on the Closing Date; (viF) any Taxes for which Purchaser is responsible under Section 7.116.12; (G) any incremental amount of deduction or withholding required under any applicable Law with respect to the payment of the Purchase Price by Purchaser, any of its Affiliates or any of their respective assignees (or any assignee of any such assignee) to the extent such incremental amount of deduction or withholding arises out of, results from or relates to any of the Purchased Assets being acquired (or any of the Assumed Liabilities being assumed) by (x) an Affiliate of Purchaser or (y) any assignee of Purchaser, any of its Affiliates or any of their respective assignees pursuant to Section 10.2, in each case, that is neither (I) a tax resident of the same jurisdiction of which the Seller Entity transferring such Purchased Assets (or assigning such Assumed Liabilities) is a tax resident nor (II) a tax resident of Hungary or the United States (including any such deduction or withholding applicable to (or additional Taxes imposed with respect to) additional sums payable by Purchaser pursuant to this clause (G)); and (viiH) any costs and expenses, including reasonable out-of-pocket marginal legal fees and expenses expenses, attributable to any item described in clauses (iA) to (viG); provided, however, that Purchaser shall not be required liable, pursuant to pay this Section 6.2, for Taxes of any Purchased Consolidated Venture or cause Subsidiary of a Purchased Consolidated Venture only to be paid, the extent of Purchaser’s or to indemnify or hold harmless the relevant Seller Tax Indemnified Parties from and against any Party’s, as applicable, allocable share of such Taxes that would not have been payable if not for at the relevant time, as determined by reference to such Person’s direct or indirect ownership interest, at the relevant time, in such Purchased Consolidated Venture or such Subsidiary of 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)Purchased Consolidated Venture.

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 indemnify Seller and severally indemnify the Seller Group its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against, without duplication, against (iA) any Income Taxes imposed on the Purchased Subsidiaries for any Post-Closing Period (except to the extent Seller is responsible for such Taxes pursuant to Section 6.1(C), (D), (E), (F), (G), (H) or (I)); (B) any Taxes imposed with respect to any member of the Commercial Air Group for taxable periods (Purchased Assets, the Assumed Liabilities or portion of taxable periods) ending after the Closing Date; (ii) any Taxes Business (other than Income Taxes) Taxes imposed on or with respect to any member of the Commercial Air Group Purchased Companies) for any Post-Closing Period (except to the extent reflected on any Tax Return not required Seller is responsible for such Taxes pursuant to be filed on Section 6.1(C), (D), (E), (F), (G), (H) or before the Closing Date(I)); (iiiC) any Taxes arising from any action or transaction by Purchaser Purchaser, the Purchased Subsidiaries or any member their respective Subsidiaries outside of the Commercial Air Group outside the ordinary course of business on the Closing Date after the Closing; (ivD) any Taxes arising out of or relating to resulting from any breach of any covenant or agreement of Purchaser contained in this AgreementAgreement (including Section 6.10(b)); (vE) an amount equal to the product of (1) twenty-one percent (21%) and (2) the amount equal to the excess of, if any, (x) any Purchaser Restructuring Taxesamount required to be included by Seller or any of its Affiliates in income under Section 951(a) of the Code with respect to a Purchased Company for the tax year of Seller or such Affiliate that includes the Closing Date, over (y) the amount that would have been required to be included by Seller or any of its Affiliates in income under Section 951(a) of the Code with respect to a Purchased Company for the tax year of Seller or such Affiliate that includes the Closing Date had the taxable year of such Purchased Company ended on the day immediately preceding the Closing Date; (viF) any Taxes for which Purchaser is responsible under Section 7.116.12; and (viiG) any costs and expenses, including reasonable out-of-pocket marginal legal fees and expenses expenses, attributable to any item described in clauses (iA) 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 TaxesF).

Tax Indemnification by Purchaser. Effective as of and after the Closing DateClosing, Purchaser shall indemnify or, as applicable, cause the relevant acquiring Purchaser Affiliate to indemnify, Seller and the members of the Commercial Air Group shall pay or cause to be paid, and shall jointly and severally indemnify the Seller Group its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against, without duplication, against (iA) any Income Taxes imposed on or the Purchased Entities (and the Applicable Percentage of any Taxes imposed on the Purchased Consolidated Ventures) for any Post-Closing Period; (B) any Taxes imposed with respect to any member of the Commercial Air Group for taxable periods (Purchased Assets, the Assumed Liabilities or portion of taxable periods) ending after the Closing Date; (ii) any Taxes Business (other than Income Taxes imposed on any of the Purchased Companies) for any Post-Closing Period (other than any Excluded Business Taxes) imposed on or with respect to any member of the Commercial Air Group and Excluded Business Taxes to the extent reflected included as a liability in the calculation of Closing Working Capital on any Tax Return not required the Post-Closing Statement (as adjusted pursuant to be filed on or before the Closing DateSection 2.9(d)); (iiiC) any Taxes arising from any action or transaction by Purchaser Purchaser, the Purchased Entities or any member their respective Subsidiaries outside of the Commercial Air Group outside the ordinary course of business on the Closing Date after the ClosingClosing (other than any actions or transactions specifically required by this Agreement and the Transaction Documents); (ivD) any Taxes arising out of or relating to resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (vE) an amount equal to the actual Tax cost incurred by Seller or any Purchaser Restructuring Taxesof its Affiliates (net of any Tax Benefit actually realized by Seller or such Affiliate) with respect to any amount included in income under Section 951(a) of the Code with respect to a Purchased Entity or Purchased Consolidated Venture for the tax year of Seller or such Affiliate that includes the day immediately preceding the Closing Date that is in excess of the amount that would have been required to be included by Seller or any of its Affiliates in income under Section 951(a) of the Code with respect to such Purchased Entity or Purchased Consolidated Venture for the tax year of Seller or such Affiliate that includes the day immediately preceding the Closing Date had the taxable year of such Purchased Entity or Purchased Consolidated Venture ended on the day immediately preceding the Closing Date; (viF) any Taxes for which Purchaser is responsible under Section 7.116.12; (G) any Taxes deducted or withheld by Purchaser or any of its Affiliates pursuant to Section 2.13 to the extent such Taxes were required to be so deducted or withheld as a result of a designation of Purchaser, without the prior written consent of Seller, of the right to acquire any of the Purchased Assets or to assume any of the Assumed Liabilities to a Subsidiary of Purchaser pursuant to Section 10.2, which Subsidiary is organized under the laws of, or is tax resident in, a jurisdiction other than a Specified Jurisdiction; and (viiH) any reasonable out-of-pocket marginal costs and expenses, including reasonable legal fees and expenses expenses, attributable to any item described in clauses (iA) to (viG); 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 responsible pursuant to Section 7.1. For the avoidance of doubt6.1 and; provided further, 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 that no Seller Tax Indemnified Parties from and against shall be entitled to double recovery for any such Taxes)items set forth in this Section 6.2.