Tax Indemnification by Seller. Effective as of and after the Closing Date, Seller shall pay or cause to be paid, and shall indemnify Purchaser and its Affiliates (including the Company from and after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against (a) any Taxes (i) of the Company or any of its Subsidiaries for any Pre-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section 7.4); (ii) of any member of the Seller Group (other than the Company or any of its Subsidiaries) for any period, (iii) of Seller or any other Person (other than the Company or any of its Subsidiaries) for which the Company or any of its Subsidiaries is or becomes liable (under Treasury Regulation Section 1.1502-6 or under any similar provision of state, local or foreign Law) as a result of having joined as a member (or having been required to join as a member) of any consolidated, combined, affiliated, aggregate or unitary group prior to the Closing; (iv) of any Person (other than the Company or any of its Subsidiaries) for which the Company or any of its Subsidiaries is or becomes liable as a transferee or successor, as a result of a Contract (other than this Agreement) or otherwise by operation of Law; (v) arising out of or resulting from any breach of any covenant or agreement of Seller or the Company contained in this Agreement; (vi) for which Seller is responsible pursuant to Section 7.11 or (vii) resulting from the transactions contemplated by this Agreement, other than Transfer Taxes that are the responsibility of Purchaser pursuant to 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 7.1 (any such Taxes described in this Section 7.1, “Seller Indemnified Taxes”). Notwithstanding any other provision of this Agreement, Seller Indemnified Taxes shall not include any Taxes taken into account in determining the payment pursuant to Section 2.2 or the Post-Closing Adjustment pursuant to Article II.
Tax Indemnification by Seller. Subject to the applicable terms, conditions and limitations set forth in Section 8.13, effective as of and after the Closing Date, Seller shall pay or cause to be paid, and shall indemnify Purchaser and its Affiliates (including the members of the Alkali Group after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against, without duplication, (i) any Taxes (or the non-payment thereof) of or imposed on any member of the Alkali Group for any Pre-Closing Period (including as a result of the Section 336(e) Elections); (ii) any Taxes of any member of the Seller Group (other than any member of the Alkali Group) for which any member of the Alkali Group is liable under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable state, local or foreign Law); (iii) any Taxes arising out of or resulting from any breach by Seller of any covenant or agreement of Seller contained in this Agreement; (iv) any Taxes attributable to any breach or inaccuracy in any representation or warranty made in Section 3.13; and (v) reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) to (iv); provided, however, that Seller shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Purchaser Tax Indemnified Parties from and against (A) any Taxes to the extent such Taxes were reflected as a reserve or liability in Working Capital on the Final Post-Closing Adjustment Statement or Indebtedness, (B) any Taxes for which Purchaser is responsible pursuant to Section 8.2, and (C) any Taxes attributable to a Post-Closing Period.
Tax Indemnification by Seller. (a) Seller shall indemnify Buyer against and hold it harmless from any (i) Tax of any Company Entity relating to a Pre-Closing Tax Period (including any income Taxes incurred by a Company Entity solely by reason of the Section 338(h)(10) Election), and (ii) liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) arising out of or incident to the imposition, assessment or assertion of any such Tax, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, the Company Entities (the sum of (i) and (ii) being referred to as a “Company Tax Loss”); provided that Seller shall have no obligation to make any payment pursuant to this Section 8.04 in respect of any Company Tax Loss with respect to a non-income Tax to the extent that the amount of such Company Tax Loss (plus all other Company Tax Losses in respect of non-income Taxes) is less than the total amount of Tax liabilities taken into account on the Closing Balance Sheet. In the case of any taxable period ending after the Closing Date, the Taxes attributable to the Pre-Closing Tax Period shall (i) in the case of real property, personal property and other ad valorem Taxes be determined on a per diem basis, (ii) in the case of other Taxes imposed under the laws of Canada or a political subdivision thereof or therein, be determined on the assumption that this Agreement had not been entered into, the transactions contemplated by this Agreement (including, for the avoidance of doubt, any transaction occurring by reason of a Withholding Restructuring Step or a General Restructuring Step) had not occurred and any transaction or event occurring after the completion of any transaction contemplated by this Agreement (including, for the avoidance of doubt, any transaction occurring by reason of a Withholding Restructuring Step or a General Restructuring Step) had not occurred, and (iii) in the case of other Taxes, be determined on the basis of a closing of the books as of the close of the Closing Date as if the taxable period ended on the Closing Date.
Tax Indemnification by Seller. Except as otherwise provided in Section 7.3 hereof and except to the extent of any reserves for Excluded Income Taxes accrued on the Final Closing Date Financial Data, Seller shall be liable for, and shall hold Buyer, the Company and the Subsidiaries harmless from and against, any and all Income Taxes with respect to the Company or any of the Subsidiaries for any taxable period ending on or before the Closing Date to the extent such Income Taxes are reportable on a consolidated, combined or unitary Domestic Return which (i) includes Seller or any subsidiary of Seller other than the Company and the Subsidiaries or (ii) UTC or any subsidiary of UTC other than the Company and the Subsidiaries (collectively, "Excluded Income Taxes").
Tax Indemnification by Seller. Seller shall be liable for, and shall hold Buyer, the Company, the Subsidiaries, and any successor corporations thereto or affiliates thereof harmless from and against, the following Taxes with respect to the Company and the Subsidiaries:
Tax Indemnification by Seller. (i) From and after the Closing Date, subject to the limitations set forth herein (but without regard to, and without any application of, the Claims Cap), (i) Seller shall protect, defend, indemnify and hold harmless Buyer and the REIT from any and all Taxes which are imposed on the REIT in respect of its income, business, property or operations or for which the REIT may otherwise be liable as a result of any material inaccuracy or material breach of any representation, warranty or covenant of Seller contained in subsection 8(b) (including without limitation Exhibit L) or subsection 13(n) of this Agreement; and (ii) Seller shall reimburse Buyer, on an after-tax basis, for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all losses, verdicts, judgments, settlements, tax liability, interest, costs and other expenses incurred or that may be incurred by Buyer or its partners or affiliates as a result of any matter described in clause (i) above. In the case of any claim against both Buyer and Seller which does not involve a conflict of interest between Buyer and Seller, Buyer agrees that Seller may choose a counsel to represent Buyer and Seller jointly, so long as such counsel is reasonably acceptable to Buyer, and that under such circumstances, Buyer will pay the expenses of any independent counsel engaged by Buyer.
Tax Indemnification by Seller. (a) Sellers shall pay, indemnify and hold harmless (jointly and severally) Purchaser, the Company and each of its Subsidiaries and their successors, from and against all liabilities for Taxes of the Company and each of its Subsidiaries for taxable periods ending on or before the Closing Date. For purposes of the preceding sentence, the Closing Date shall be treated as the last day of a taxable period whether or not the taxable period in fact ends on the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date (the "STRADDLE PERIOD"), the portion of such Tax which relates to the portion of such a taxable period ending on the Closing Date shall, (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is
Tax Indemnification by Seller. Seller, AGA-USA and AGA shall be jointly and severally liable for, and jointly and severally shall indemnify each Purchaser Indemnitee against and hold it harmless from, and in respect of (i) all Taxes (or the nonpayment thereof) imposed on or with respect to the JV Assets and operations of the Company for the Pre-Closing Tax Period (including any obligation to withhold Taxes), (ii) any and all Taxes of any member of the AGA Consolidated Group, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or non-U.S. Law or regulation, and any and all Taxes imposed on any member of the AGA Consolidated Group by reason of the Section 338(h)(10) Election or any Section 336(e) Election, (iii) any and all Taxes of any person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing, and (iv) any Taxes that are the responsibility of Seller pursuant to Section 6.08(f).
Tax Indemnification by Seller. The Seller shall pay to the Purchaser 1, 2 and 3 the amount of all Taxes relating to any period ending prior to or on the Closing Date (“Pre-Closing Date Taxes”), payable by the Group Companies, which have not been deducted as Closing Date Financial Debt or included in the Closing Date Net Working Capital. Any such amount shall be due and payable to the Purchaser 1, 2 and 3, or at their discretion, to the respective Group Companies five Business Days before the relevant Tax is due for payment, however, in no event earlier than five Business Days after the Purchaser 1, 2 and 3 have requested such payment from the Seller and submitted to the Seller a copy of the assessment notice in respect of the relevant tax or other public charge.
Tax Indemnification by Seller. Effective as of and after the Closing Date, Seller shall, without duplication, pay or cause to be paid, and shall indemnify Purchaser and its Affiliates (including the Target Entities after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against (A) any Seller Taxes; (B) any Taxes attributable to the failure of any representation or warranty of Seller contained in Section 3.15(j) or Section 3.15(m) to be true and correct as of the Closing Date (without regard to any materiality qualifier set forth therein or any disclosed exception thereto); (C) any Taxes arising out of or resulting from any breach of any covenant or agreement of Seller contained in this Agreement; (D) any Taxes and costs for which Seller is liable pursuant to Section 6.6(e); and (E) any costs and expenses, including reasonable legal fees and expenses attributable to any item described in clauses (A) to (D). For the avoidance of doubt, none of the limitations on indemnification contained in Section 9.2 shall apply to indemnification pursuant to this Section 6.1.
