Common use of Tax Indemnification by Purchaser Clause in Contracts

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. Subject to the applicable terms, conditions and limitations set forth in Article XI, effective 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; (iiiiv) any Taxes to the extent such Taxes were reflected as a reserve or liability in Working Capital on the Final Post-Closing Adjustment Statement; (ivv) any Taxes arising out of or resulting from any breach of any covenant or agreement of Purchaser contained in this Agreement; (vvi) any Taxes for which Purchaser is responsible under Section 8.117.11; and (vivii) any reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) through to (vvi), in each case net of Taxes for which Seller is obligated under Section 8.1.