Common use of Tax Indemnification by Seller Clause in Contracts

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. Effective Subject to Section 10.2(b)(iii), 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 Transferred Entities 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 Transferred Entities for any Pre-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section ‎‎7.47.3); (iib) of any member of the Seller Group (other than the Company or any of its Subsidiaries) for any period, (iii) Taxes of Seller or any other Person (other than the Company or any of its SubsidiariesTransferred Entity) for which the Company or any of its Subsidiaries Transferred Entity 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; (ivc) any Taxes of any Person (other than the Company or any of its SubsidiariesTransferred Entity) for which the Company or any of its Subsidiaries Transferred Entity 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, in each case, as a result of transactions or events occurring prior to the Closing; (vd) any Taxes arising from any action or transaction undertaken pursuant to or in connection with Sections 5.7, 5.14 or 5.15(f); (e) any Taxes 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 (bf) any reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses attributable to any item described in clause clauses (a) through (e) of this Section ‎‎7.1 7.1 (any such Taxes described in this Section ‎‎7.17.1, “Seller Indemnified Excluded Taxes”). Notwithstanding any other provision of this Agreement; provided, that Seller Indemnified Taxes shall not include be required to pay or cause to be paid, or to indemnify or hold harmless the Purchaser Tax Indemnified Parties from and against any Taxes taken into account in determining the payment for which Purchaser is responsible pursuant to Section ‎2.2 or the Post-Closing Adjustment pursuant to Article ‎II7.2.

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 Purchased Consolidated Companies and their respective Subsidiaries after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against (aA) any Taxes imposed on a Purchased Consolidated Company or a Subsidiary of a Purchased Consolidated Company for any Pre-Closing Period; (B) any Taxes (other than Taxes imposed on any of the Purchased Companies) imposed with respect to the Purchased Assets, the Assumed Liabilities or the Business for any Pre-Closing Period (the “Excluded Business Taxes”); (C) any Taxes (i) of the Company Seller Entities 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 their respective Affiliates (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 SubsidiariesPurchased Company) for which the any Purchased Company or any a Subsidiary of its Subsidiaries a Purchased Company is or becomes liable (under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law) ), or as a result transferee or successor, or (ii) imposed with respect to the Purchased Assets, the Assumed Liabilities or the Business for any Pre-Closing Period for which Purchaser or any of having joined its Affiliates are liable by way of secondary liability (Haftungsschuld), e.g., under sec. 75 of the German Fiscal Code (Abgabenordnung), including, for the avoidance of doubt, any secondary Liability for such Taxes which are triggered by the sale or transfer of the German Assets pursuant to this Agreement; (D) any Liabilities of any Purchased Consolidated Company or any Subsidiary of any Purchased Consolidated Company pursuant to any agreement relating to the sharing or allocation of, or indemnification for, Taxes (other than any credit agreements, leases or commercial agreements) but only if (i) such agreement was entered into prior to the Closing and (ii) unless such agreement was not disclosed to Purchaser prior to the date hereof (it being understood that an agreement shall be treated as a member (or having been required disclosed only if such agreement was (x) posted (and made accessible to join Purchaser or its Representatives) in the electronic data room maintained by Intralinks on behalf of Seller under the title “Project Nina” as of 11:59 p.m. Eastern Time as of the date prior to the date of this Agreement or made available as of such time to Purchaser or its Representatives in a member“clean room” established by one of Seller’s Representatives or (y) of any consolidatedincluded or referenced in the Seller Disclosure Schedules on the date hereof), combined, affiliated, aggregate or unitary group such Liability arose prior to the Closing; (ivE) an amount equal to the product of (1) thirty-five percent (35%) and (2) any Person (other than the Company amount required to be included by Purchaser or any of its SubsidiariesAffiliates (including the Purchased Companies and their respective Subsidiaries after the Closing Date) for which in income under Section 951(a) of the Code with respect to a Pre-Closing Period of a Purchased Company or any of its Subsidiaries is or becomes liable as a transferee or successor, as a result Subsidiary of a Contract Purchased Company (other than this Agreement) or otherwise by operation determined based on a “closing of Lawthe books”); (vF) any Taxes arising out of or resulting from any breach of any representation or warranty contained in Section 3.14(g) or Section 3.14(q) or of any covenant or agreement of Seller, the Seller Entities or the Company any of their Affiliates contained in this Agreement; (viG) any Taxes for which Seller is responsible under Section 6.12; (H) any Taxes required to be withheld by any Purchaser Tax Indemnified Party with respect to the payment of the Purchase Price to (or for the benefit of) any Seller Entity (which Taxes are imposed in lieu of or as a means of collection of income Taxes imposed on or with respect to such Seller Entity) to the extent not withheld pursuant to Section ‎7.11 2.13 (other than Taxes described in Section 6.2(G)); (I) any Taxes arising out of or (vii) resulting from the transactions contemplated by this Agreement, other than Transfer Taxes that are Tax Relief Cancellation described in Section 3.4 of the responsibility of Purchaser Seller Disclosure Schedules; (J) any VAT liabilities resulting from input VAT corrections pursuant to Section ‎7.11sec. 15a of the German VAT Act (Umsatzsteuergesetz)) to the extent they relate to input VAT claimed by the Seller or any of its Affiliates prior to or on the Closing Date, but only if the act giving rise to such VAT liability resulting from such input VAT corrections occurred prior to the Closing; (K) any incremental Taxes imposed upon a taxable disposition by Purchaser or any of its Affiliates of any PRC Interest as a result of the failure by the Affiliate of Seller transferring such PRC Interest pursuant to this Agreement to pay Taxes imposed on it by the PRC upon such transfer; and (bL) any reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses attributable to any item described in clause clauses (aA) of to (K); provided, however, that Seller shall be liable, pursuant to this Section ‎‎7.1 (6.1, for Taxes of any Purchased Consolidated Venture or Subsidiary of a Purchased Consolidated Venture only to the extent of Seller’s, the relevant Seller Entity’s, or the relevant Purchaser Tax Indemnified Party’s, as applicable, allocable share of such Taxes described at the relevant time, as determined by reference to such Person’s direct or indirect ownership interest, at the relevant time, in this Section ‎‎7.1, “Seller Indemnified Taxes”). Notwithstanding any other provision such Purchased Consolidated Venture or such Subsidiary 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 ‎IIa Purchased Consolidated Venture.

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 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. 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 any and all Losses incurred or suffered by any of the Purchaser Indemnified Parties arising out of or related to any Taxes (a) any Taxes (i) of the Company or any of its Subsidiaries imposed on or with respect to the Business for any Pre-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section ‎‎7.47.4); (ii) of any member of the Seller Group (other than the Company or any of its SubsidiariesCompany) for any period, period (including as a result of a failure to withhold Taxes); (iii) of Seller Seller, or any other Person (other than the Company or any of its SubsidiariesCompany) 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 SubsidiariesCompany) 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, relating to an event or transaction occurring before the Closing Date; (v) any Tax amounts (including interest and penalties) payable as a result of Section 965 of the Code with respect to any election made under Section 965(h) of the Code; (vi) arising out of or resulting from any breach of any representation or warranty of Seller contained in Section 3.15(j) or Section 3.15(p); (vii) arising out of or resulting from any breach of any covenant or agreement of Seller or the Company contained in this Agreement; (viviii) for which Seller is responsible pursuant to Section ‎7.11 7.11; or (viiix) 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 7.11 (any such Taxes described in this Section ‎‎7.17.1, “Seller Indemnified Taxes”). Notwithstanding any other provision of this Agreementanything herein to the contrary, Seller Indemnified Taxes shall not include any Taxes taken into account in determining the payment Closing Payment Adjustments pursuant to Section ‎2.2 2.2 or the Post-Closing Adjustment pursuant to Article ‎IIII.

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 Companies 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 either of the Company Companies or any of its their respective Subsidiaries or imposed on or with respect to the Business for any Pre-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section ‎‎7.4‎7.4); (ii) of any member of the Seller Group (other than the Company Companies or any of its their Subsidiaries) for any period, (iii) of Seller or any other Person (other than the Company Companies or any of its their Subsidiaries) for which either of the Company Companies or any of its their respective 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 Companies or any of its their Subsidiaries) for which either of the Company Companies or any of its their respective 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 either of the Company Companies contained in this Agreement; (vi) for which Seller is responsible pursuant to Section ‎7.11 7.11, (vii) imposed on or with respect to or that constitute Excluded Liabilities, or (viiviii) resulting from the transactions contemplated by this Agreement, other than Transfer Taxes that are the responsibility of Purchaser pursuant to Section ‎7.117.11; 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 ‎7.1 (any such Taxes described in this Section ‎‎7.17.1, “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 2.2 or the Post-Closing Adjustment pursuant to Article ‎IIII.

Tax Indemnification by Seller. Effective as Subject to Section 9.13 and the relevant provisions of ARTICLE X, effective from and after the Closing DateClosing, Seller shall pay or cause to be paid, indemnify and shall indemnify Purchaser hold harmless Buyer and its Affiliates (including the Company from and including, after the Closing Date) (collectivelyClosing, the “Purchaser Tax Indemnified Parties”Transferred Entities) for, against and hold each Purchaser Tax Indemnified Party harmless from and against (a) in respect of any Taxes (i) Taxes of any of the Company or any of its Subsidiaries Transferred Entities for any Pre-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section ‎‎7.4); Period, (ii) Excluded Business Taxes, (iii) Taxes of any member of the Person for which a Transferred Entity is liable as a transferee or successor to Seller Group (other than the Company or any of its Subsidiaries) for any periodAffiliates, (iiiiv) liabilities of Seller or any other Transferred Entity for Taxes of any Person (other than the Company or any of its SubsidiariesTransferred Entity) 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) arising as a result of such Transferred Entity having joined as been a member (or having been required to join as a member) of any affiliated, consolidated, combined, affiliated, aggregate combined or unitary group prior to the Closing; (iv) of any Person (other than the Company , including pursuant to Treasury Regulations Section 1.1502-6 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 similar provision of Law; , (v) Taxes arising out of or resulting from attributable to any breach of any covenant or agreement of Seller made in this ARTICLE IX or, to the extent relating to Taxes or the Company contained Tax Returns, any other covenant of Seller made in this Agreement; , and (vi) Transfer Taxes for which Seller is responsible under Section 9.07; except, in each case, for any Taxes (A) to the extent such Taxes are reflected in, taken into account, accrued or reserved for in the Final Working Capital, (B) for which Buyer is responsible pursuant to Section ‎7.11 9.02 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; ARTICLE VIII and (bC) for the avoidance of doubt, in the case of any reasonable out-of-pocket costs and expensesTaxes of a Transferred Entity, including reasonable legal fees and expenses attributable to the extent of any item described in clause loss carryovers or similar Tax attributes of a Transferred Entity existing as of immediately after the Closing that could be utilized to offset or reduce such Taxes (a) of this Section ‎‎7.1 (any such Taxes described in this Section ‎‎7.1clauses (i) through (vi), subject to the exceptions set forth in clauses (A) through (C), collectively, “Seller Indemnified Excluded 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. Effective as Subject to the other terms and conditions of and after the Closing Datethis Article 6, Seller shall pay or cause to be paid, and shall indemnify Purchaser and its Affiliates (including the Company from and after the Closing Date) (collectivelyClosing, the “Purchaser Tax Indemnified Parties”) Seller shall indemnify and hold each Purchaser Tax Indemnified Party harmless Buyer and the Acquired Group Companies from and against (a) any Taxes and all Losses to the extent arising out of, without duplication, (i) any Pre-Closing Taxes; (ii) any Pre-Closing Taxes of the Company Acquired Group Companies attributable to or resulting from any cancellation or discharge of its Subsidiaries for any indebtedness income (or similar income) or the reduction pursuant to Section 108(b) of the Code (or similar provision of law) of net operating losses, Tax basis or other Tax attributes that were utilized in a Pre-Closing Tax Period or Pre-Closing Straddle Period, in each case, as a result of the modification of the Funding Notes (allocated in respect and/ or any resulting reclassification thereof from debt to equity for income Tax purposes) or the cancellation or settlement of a Straddle Tax Period in accordance with Section ‎‎7.4)the Funding Notes; (iiiii) Taxes of any member of the Seller Group (other than the Company or Seller, any of its Subsidiaries) for any period, (iii) of Seller Affiliates or any other Person (other than the Company or any of its Subsidiariesthe Acquired Group Companies) for which the any Acquired Group Company or any of its Subsidiaries is or becomes held liable (under pursuant to Treasury Regulation Section 1.1502-6 (or under any analogous provision of state, local or foreign Tax Law); (iv) Taxes of Seller, any of its Affiliates or any other Person (other than any of the Acquired Group Companies) for which any Acquired Group Company is held liable as a transferee or successor, by contract (other than customary Tax indemnifications contained in commercial agreements a primary purpose of which does not relate to Taxes and other than an Ancillary Agreement), by assumption or otherwise, but, in each case, as a result of an event or transaction occurring, or contract entered into, prior to the Closing; (v) any Transfer Taxes for which Seller is liable pursuant to Section 6.5; (vi) any portion of any payroll, social security, unemployment, withholding Taxes or other Taxes of any Acquired Group Company deferred pursuant to the CARES Act, if any; (vii) any Taxes of the Acquired Group Companies attributable to or resulting from any adjustment pursuant to Section 481 of the Code (or similar provision of state, local or foreign non-U.S. 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 made prior to the ClosingClosing that as of December 31, 2019 has not yet been included in taxable income, determined on a “with and without” basis (but not to exceed, in the aggregate, the amount that would be payable in respect of such adjustment by the Acquired Group Companies in Post-Closing Tax Periods if each Acquired Group Company continued to file its income Tax Returns consistent with past practice (including, for the avoidance of doubt, the decision of whether or not to join an affiliated, consolidated, combined or unitary Tax Return), provided that there is at least “substantial authority” for each such past practice position in the reasonable determination of Buyer’s Tax Return preparers, and taking into account any limitations on utilization of Tax attributes imposed on the Acquired Group Companies in Post-Closing Tax Periods under Section 382 of the Code (or similar provisions of state, local or non-U.S. Law), on a “with and without” basis); (ivviii) any Post-Closing Taxes attributable to or resulting from any deferred revenue or prepaid amount of an Acquired Group Company that was earned prior to the Closing but that as of Closing has not yet been included in taxable income, determined on a “with and without” basis (but not to exceed, in the aggregate, the amount that would be payable in respect of such deferred revenue or prepaid amount by the Acquired Group Companies in Post-Closing Tax Periods if each Acquired Group Company filed its income Tax Returns consistent with past practice (including, for the avoidance of doubt, the decision of whether or not to join an affiliated, consolidated, combined or unitary Tax Return, except that in the case of an Acquired Group Company that previously joined a Seller Consolidated Tax Return, the preceding amount shall be determined as if that Acquired Group Company filed a standalone Tax Return) provided that there is at least “substantial authority” for each such past practice position in the reasonable determination of Buyer’s Tax Return preparers, and taking into account any limitations on utilization of Tax attributes imposed on the Acquired Group Companies in Post-Closing Tax Periods under Section 382 of the Code (or similar provisions of state, local or non-U.S. Law), on a “with and without” basis); or (ix) any breach of the representations and warranties set forth in Section 3.15 without giving effect (for purposes of determining breach or inaccuracy or the amount of any Person Losses) to any limitation as to materiality, “materially adverse”, “Material Adverse Effect” or similar limitation contained therein with respect to such representation or warranty, in each case to the extent such Losses were not taken into account as liabilities in Net Working Capital or Indebtedness as finally determined; provided, however, that in all events the Seller shall have no obligation to indemnify Buyer or any Acquired Group Company under any provision of this Agreement from and against (other than A) any Taxes described in Section 6.7(b) or (B) any Taxes arising from actions taken by the Company Buyer or any of its SubsidiariesAffiliates (including the Acquired Group Companies) on the date hereof after the Closing outside the ordinary course of business except as required or permitted under this Agreement, and any Taxes that could not have arisen but for which the Company any action taken by Buyer or any of the Acquired Group Companies after the date of this Agreement in violation of this Article 6. Notwithstanding the foregoing, Seller’s indemnity obligation under this Section 6.7 for any Post-Closing Taxes shall be reduced by any reduction in Liability for such Post-Closing Taxes actually realized by Buyer or its Subsidiaries is or becomes liable as a transferee or successor, as a result of a Contract Affiliates (other than this Agreementincluding the Acquired Group Companies) or otherwise by operation of Law; (v) arising out of or resulting from any breach in Post-Closing Tax Periods in respect of any covenant Tax Attribute of the Acquired Group Companies that existed on the date hereof (“Pre-Closing Tax Attribute”), provided, however, that for this purpose (and for purposes of determining the applicable portion of any refunds or agreement of Seller or the Company contained in this Agreement; (vi) for which Seller is responsible pursuant credits that are subject to Section ‎7.11 6.3) such Pre-Closing Tax Attribute shall be deemed first used to reduce such Post-Closing Taxes subject to indemnification under this Section 6.7. If all or a portion of such Pre-Closing Tax Attribute that has reduced an indemnity obligation under this Section 6.7 is subsequently disallowed by a Governmental Authority, Seller will, upon request by Buyer (viiand subject to receipt from Buyer of commercially reasonable backup documentation), promptly pay to Buyer the incremental increase in Tax Liability (determined on a “with and without” basis) resulting from such disallowance (which for the transactions contemplated by this Agreement, other than Transfer Taxes that are the responsibility avoidance 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 doubt shall not include any Taxes taken into exceed the aggregate of the amounts by which the indemnity obligations have been reduced on account in determining the payment pursuant to Section ‎2.2 or the Postof such Pre-Closing Adjustment pursuant to Article ‎IITax Attribute).

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) Sellers hereby agree to jointly and severally indemnify Purchaser, its Affiliates and their respective directors, officers and employees against any Taxes and all Damages (as defined in Section 11.2) incurred or suffered by any such Person arising out of (i) all Taxes attributable to the Business or the Assets, or imposed on Sellers or either of the Company Companies, or any for which the Sellers or either of its Subsidiaries for any the Companies may otherwise be liable, in each case relating to a Pre-Closing Tax Period (allocated in respect including, without limitation, any obligations to contribute to the payment of a Straddle Tax Period in accordance with Section ‎‎7.4determined on a consolidated, combined or unitary basis); , (ii) all Taxes imposed on either of any the Companies, or for which either of the Companies may otherwise be liable, as a result of being or having been a member of the Seller a Company Group (other than the Company or any of its Subsidiaries) for any periodincluding, (iii) of Seller or any other Person (other than the Company or any of its Subsidiaries) without limitation, Taxes for which either of the Company or any of its Subsidiaries is or becomes Companies may be liable (under Treasury Regulation Section pursuant to Treas. Reg. § 1.1502-6 or under any similar provision provisions of state, local or foreign Law) law as a result of having joined as been a member of a Company Group and any Taxes resulting from either of the Companies ceasing to be a member of a Company Group), (or having been required iii) any Tax liability arising under Subpart F of the Code attributable to join as income recognized in a member) of any consolidatedPre-Closing Tax Period, 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 successorall Section 338 Taxes, as a result of a Contract (other than this Agreement) or otherwise by operation of Law; (v) arising out any breach by Sellers of any representation or warranty contained in this Article VIII, and (vi) any failure by Sellers to perform or comply with any of their respective covenants or agreements in each case to be performed or complied with by Sellers pursuant to this Article VIII; provided, however, that Sellers shall have no liability for the payment of any Damages attributable to or resulting from any breach of the matters described in Section 8.3(a) hereof or for any covenant or agreement Tax liability arising under Subpart F of Seller or the Company contained Code attributable to income recognized in a Post-Closing Tax Period (items described in this Agreementproviso, the “Excluded Taxes”); (vi) for which Seller is responsible pursuant and provided, further, that Sellers shall be obligated to Section ‎7.11 or (vii) resulting from the transactions contemplated by this Agreement, other than Transfer Taxes that are the responsibility of make payments to 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 8.6 only to the extent that the cumulative amount that would otherwise be payable by Sellers pursuant to this Section ‎‎7.1, “Seller Indemnified Taxes”). Notwithstanding any other provision 8.6 (notwithstanding this proviso) exceeds the aggregate amount of this Agreement, Seller Indemnified Taxes shall not include any Taxes taken into account in determining the payment pursuant to Section ‎2.2 or provisions for Tax liabilities of the Post-Closing Adjustment pursuant to Article ‎IICompanies reflected on the Valuation Date Statement.

Tax Indemnification by Seller. Effective as Without duplication for any Taxes for which the Seller is liable pursuant to Section 11.1 or 11.2, the Seller shall indemnify the Buyer Indemnified Parties and hold them harmless from and against any and all (i) Taxes (or non-payment thereof) of any of the Companies for all taxable periods ending on or before the Closing Date and after the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, Seller shall pay or cause including pursuant 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 analogous or similar provision of state, local local, or foreign Lawlaw or regulation, and (iii) 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) Taxes of any Person (other than the Company or Companies and their Subsidiaries) imposed on any of its Subsidiaries) for which the Company or any of its Subsidiaries is or becomes liable Companies as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing, together with, for each of clauses (i), (ii), and (iii), other Losses resulting or arising therefrom (provided that from such time and so long as a result Seller takes control of a Contract (other than this Agreement) the underlying Proceeding 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 Tax Contest pursuant to Section ‎7.11 11.3(b), Seller shall not be responsible for any attorneys’ fees or (vii) resulting from other expenses incurred by the transactions contemplated by this AgreementBuyer regarding the Proceeding or Tax Contest); provided, other than Transfer however, Seller shall be liable only to the extent that such Taxes exceed the amount, if any, that is included in the definition of Working Capital or Cash and, in each case, included in the calculation of the Purchase Price. Seller shall reimburse Buyer for any Taxes of the Companies that are the responsibility of Purchaser Seller 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 11.8 within fifteen (any 15) Business Days after payment of such Taxes described in this Section ‎‎7.1by Buyer, “Seller Indemnified Taxes”). Notwithstanding any other provision of this Agreementthe Companies, 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 ‎IItheir Affiliates.

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 Companies 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 either of the Company Companies or any of its their respective Subsidiaries or imposed on or with respect to the Business for any Pre-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section ‎‎7.4‎7.4); (ii) of any member of the Seller Group (other than the Company Companies or any of its their Subsidiaries) for any period, (iii) of Seller or any other Person (other than the Company Companies or any of its their Subsidiaries) for which either of the Company Companies or any of its their respective 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 Companies or any of its their Subsidiaries) for which either of the Company Companies or any of its their respective 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 either of the Company Companies contained in this Agreement; (vi) for which Seller is responsible pursuant to Section ‎7.11 7.11, (vii) imposed on or with respect to or that constitute Excluded Liabilities, or (viiviii) resulting from the transactions contemplated by this Agreement, other than Transfer Taxes that are the responsibility of Purchaser pursuant to Section ‎7.117.11; 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 ‎7.1 (any such Taxes described in this Section ‎‎7.17.1, “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 2.2 or the Post-Closing Adjustment pursuant to Article ‎II.II. - 55 - 7.2

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.. 7.2

Tax Indemnification by Seller. Effective Subject to Section 9.2(b), 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 Purchased Subsidiaries after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against (aA) any Taxes (i) of imposed on the Company or any of its Purchased Subsidiaries for any Pre-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section ‎‎7.4)Period; (iiB) of any member of the Seller Group Taxes (other than the Company or Taxes imposed on any of its Subsidiariesthe Purchased Companies) imposed with respect to the Purchased Assets, the Assumed Liabilities or the Business for any period, Pre-Closing Period; (iiiC) any Taxes of Seller or any other Person (other than the Company or any of its Subsidiaries) for which the Company or any of its Subsidiaries or any of their respective Affiliates (other than any Purchased Company) for which any Purchased Subsidiary is or becomes liable (under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law); (D) any Taxes for which any Purchased Subsidiary is liable as a result of having joined as been before the Closing a member party to any Tax sharing, Tax indemnity or Tax allocation agreement, other than customary commercial agreements with third parties entered into in the ordinary course of business, (or having been E) an amount equal to the product of (1) twenty-one percent (21%) and (2) any amount 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 be included by Purchaser or any of its SubsidiariesAffiliates (including the Purchased Subsidiaries after the Closing Date) for which in income under Section 951(a) of the Company or any of its Subsidiaries is or becomes liable as Code with respect to a transferee or successor, as a result Pre-Closing Period of a Contract Purchased Company (other than this Agreement) or otherwise by operation determined based on a “closing of Lawthe books”); (vF) any Taxes arising out of or resulting from any breach of any covenant or agreement of Seller or the Company contained in this Agreement; (viG) any Taxes arising out of or resulting from any breach of any representation or warranty made pursuant to Section 3.14(m) or Section 3.14(n); (H) any Taxes for which Seller is responsible pursuant under Section 6.12; (I) any Taxes arising from any transaction undertaken by Seller or its Affiliates prior to Section ‎7.11 or Closing to effectuate the Pre-Closing Reorganization (vii) resulting from regardless of whether such transactions are reflected in the transactions contemplated by this Agreement, other than Transfer Taxes that are the responsibility of Purchaser pursuant to Section ‎7.11Step Plan); and (bJ) any reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses attributable to any item described in clause clauses (aA) of this Section ‎‎7.1 to (any such Taxes described in this Section ‎‎7.1, I) (the “Seller Indemnified Excluded Business Taxes”). Notwithstanding any other provision of this Agreement; provided, that Seller Indemnified Taxes shall not include be required to pay or cause to be paid, or to indemnify or hold harmless the Purchaser Tax Indemnified Parties from and against any Taxes taken into account in determining the payment for which Purchaser is responsible pursuant to Section ‎2.2 6.2(C) or (D) or to the Postextent that such Taxes are reflected in the calculation of Closing Funded Debt or Closing Working Capital on a dollar-for-dollar basis, as finally determined (provided, however, that to the extent the Taxes specifically reflected in the calculation of Closing Funded Debt exceed the amounts for such Taxes shown as due on the relevant Tax Returns that are attributable to Pre-Closing Adjustment pursuant Periods (as determined by applying the methodology set forth in Section 6.3), any Liability of Seller under this Section 6.1 shall be reduced by such amount); and provided further, that Seller’s obligation to Article ‎IIpay or cause to be paid, or to indemnify or hold harmless a Purchaser Tax Indemnified Party from and against any Taxes imposed on or with respect to a Purchased Consolidated Venture shall be limited to such Purchaser Tax Indemnified Party’s proportionate share of such Taxes (based on its ownership of such Purchased Consolidated Venture).