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 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 and the members of the Education Commercial Air Group shall pay or cause to be paid, and shall jointly and severally indemnify the Parent Seller 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 Education Group, Commercial Air Group for taxable periods (or portion of taxable periods) ending after 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)Date; (ii) any Taxes arising out of any breach of (other than Income Taxes) imposed on 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 with respect to be included in income by any member of the Parent Commercial Air Group under Section 951 of to the Code attributable (determined extent reflected on the basis of an interim closing of the books as of any Tax Return not required to be filed on or before 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); (iviii) any Taxes arising from any action or transaction by Purchaser or any member of the Education Commercial Air Group outside the ordinary course of business on the Closing Date after the Closing, ; (viv) 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 7.13, 7.11; and (vii) any reasonable out-of-pocket marginal fees and expenses attributable to any item described in clauses (i) to (vi) (but not); 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 absence 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, fees except as provided in Section 7.1, all Taxes (including Transfer Taxes but excluding Seller Restructuring Taxes) imposed on the Purchaser or expenses incurred in 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 ReturnIndemnified 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 Education Group shall pay or cause to be paid, and shall jointly indemnify Seller and severally indemnify the Parent 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 Taxes imposed on or with respect to any member of the Education Group, the Business or the Shares Purchased Subsidiaries for any Post-Closing Period (except to the extent that Parent Seller is liable responsible for such amounts Taxes pursuant to Section 7.2(iii) (relating to Section 951 of the Code6.1(C), 7.2(v(D), (E), (F), (G), (H) or (relating to breaches of specified representations) and 7.2(vii) (relating to the steps in the Plan of Reorganization) aboveI)); (iiB) any Taxes arising out of any breach of imposed with respect to the Purchased Assets, the Assumed Liabilities or inaccuracy in the Business (other than Taxes imposed on any of the representations and warranties set forth in Section 4.7; (iiiPurchased Companies) 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 accountexcept to the extent Seller is responsible for such Taxes pursuant to Section 6.1(C), without limitation(D), any related foreign Tax credits under Section 960 of the Code(E), (F), (G), (H) or (I)); (ivC) any Taxes arising from any action or transaction by Purchaser Purchaser, the Purchased Subsidiaries or any member their respective Subsidiaries outside of the Education Group outside the ordinary course of business on the Closing Date after the Closing, ; (vD) 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)); (viE) 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 amount 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; (F) any Taxes for which Purchaser is responsible under Section 7.13, 6.12; and (viiG) any costs and expenses, including reasonable out-of-pocket legal fees and expenses expenses, attributable to any item described in clauses (iA) to (vi) (but not, for the absence of doubt, fees or expenses incurred in preparing any Tax ReturnF).

Tax Indemnification by Purchaser. Effective as of and after the Closing DateEffective Time, Purchaser and the members of the Education Group shall shall, without duplication, pay or cause to be paid, and shall jointly indemnify Seller and severally indemnify the Parent 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 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 Education Group, the Business or the Shares applicable Deferred Period) 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)Period; (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); (ivC) any Taxes arising from any action or transaction by Purchaser Purchaser, its Subsidiaries or any member the Target Entities outside of the Education Group outside the ordinary course of business on the Closing Date or at or after the Closing, Closing Effective Time; (vD) any Taxes arising out of or relating to resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (viE) any Transfer Taxes for which Purchaser is expressly responsible under Section 7.13, 6.12; (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 legal fees and expenses expenses, attributable to any item described in clauses (iA) to (vi) (but notF); 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 the absence of doubt, fees or expenses incurred in preparing any Tax Return)which Seller is responsible pursuant to Section 6.1.

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 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 Parent 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 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 Purchaser, any of its Subsidiaries or any member of the Education Group Save-A-Lot Entities outside of the ordinary course of business on the Closing Date after the Closing, (v; ii) 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; (viiii) any Taxes for which Purchaser is responsible under Section 7.13, and (vii7.11; iv) any reasonable outTaxes for which the Save-ofA-pocket fees and expenses attributable to any item described in clauses Lot Entities are liable (i) to (vi) (but notincluding, for the absence of doubt, as a transferee or successor) for any Post-Closing Tax Period and 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 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 or expenses incurred in preparing and expenses, attributable to any Tax Returnfor 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 for which Supervalu is responsible pursuant to Section 7.2(b) and (ii) in the case of Section 7.3(d), any Taxes for which Supervalu is responsible pursuant to Section 7.2(a), (d), (e) or (f) (or, with respect to (i) or (ii), any costs and expenses, including reasonable legal fees and expenses attributable thereto).

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 indemnify Seller and severally indemnify the Parent 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 Taxes imposed on a Purchased Consolidated Company or with respect to any member a Subsidiary of the Education Group, the Business or the Shares a Purchased Consolidated Company 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)Period; (iiB) any Taxes arising out of any breach of imposed with respect to the Purchased Assets, the Assumed Liabilities or inaccuracy in the Business (other than Taxes imposed on any of the representations and warranties set forth in Section 4.7; (iiiPurchased Companies or any Subsidiary of any Purchased Company) 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)Period; (ivC) any Taxes arising from any action or transaction by Purchaser Purchaser, the Purchased Consolidated Companies or any member their respective Subsidiaries outside of the Education Group outside the ordinary course of business on the Closing Date after the Closing, ; (vD) any Taxes arising out of or relating to resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (viE) 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 amount 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; (F) any Taxes for which Purchaser is responsible under Section 7.136.12; (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 legal fees and expenses expenses, attributable to any item described in clauses (iA) to (vi) (but notG); provided, however, that Purchaser shall be liable, pursuant to this Section 6.2, for Taxes of any Purchased Consolidated Venture or Subsidiary of a Purchased Consolidated Venture only to the absence extent of doubtPurchaser’s or the relevant Seller Tax Indemnified Party’s, fees as applicable, allocable share of such Taxes at the relevant time, as determined by reference to such Person’s direct or expenses incurred indirect ownership interest, at the relevant time, in preparing any Tax Return)such Purchased Consolidated Venture or such Subsidiary of a Purchased Consolidated Venture.

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 Education Group shall pay or cause to be paid, and shall jointly and severally indemnify the Parent 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 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 the Purchased Assets, the Assumed Liabilities or the Business (other than Taxes imposed on any member of the Education Group, the Business or the Shares Purchased Companies) for any Post-Closing Period (except other than any Excluded Business Taxes) and Excluded Business Taxes to the extent that Parent is liable for such amounts included as a liability in the calculation of Closing Working Capital on the Post-Closing Statement (as adjusted pursuant to Section 7.2(iii) (relating to Section 951 of the Code2.9(d), 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); (ivC) any Taxes arising from any action or transaction by Purchaser Purchaser, the Purchased Entities or any member their respective Subsidiaries outside of the Education Group outside the ordinary course of business on the Closing Date after the Closing, Closing (vother than any actions or transactions specifically required by this Agreement and the Transaction Documents); (D) any Taxes arising out of or relating to resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (viE) an amount equal to the actual Tax cost incurred by Seller or any of 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; (F) any Taxes for which Purchaser is responsible under Section 7.136.12; (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 costs and expenses, including reasonable legal fees and expenses expenses, attributable to any item described in clauses (iA) to (vi) (but notG); provided, 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 the absence of doubtwhich Seller is responsible pursuant to Section 6.1 and; provided further, fees or expenses incurred that no Seller Tax Indemnified Parties shall be entitled to double recovery for any items set forth in preparing any Tax Return)this Section 6.2.