Common use of Tax Indemnification by Seller Clause in Contracts

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. (a) Effective as of and after the Closing, Seller shall pay and shall indemnify Buyer against or, as applicable, cause the relevant Seller Entity to pay and indemnify, Purchaser and its Affiliates, including, from and after Closing, the Purchased Entities and Purchased Consolidated Ventures (collectively, the “Purchaser Tax Indemnified Parties”) and hold it each Purchaser Tax Indemnified Party harmless from and against (A) any Taxes imposed on the Purchased Entities (i) Tax and the Applicable Percentage of any Company Taxes imposed on the Purchased Consolidated Ventures) for any Pre-Closing Period; (B) any Excluded Business Taxes; (C) any Taxes of the Seller Entities or any of their respective Affiliates or any other Person (other than any Purchased Entity relating or Purchased Consolidated Venture) with whom any of the Purchased Entities or Purchased Consolidated Ventures joins or has joined in filing any consolidated, combined, unitary or aggregate Tax Return prior to the Closing for which any Purchased Entity (or the Applicable Percentage of such Taxes for which a Purchased Consolidated Venture) is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law); (D) an amount equal to the actual Tax cost incurred by Purchaser or any of its Affiliates (net of any Tax Benefit actually realized by Purchaser or such Affiliate) with respect to any amount required to be included by Purchaser or such Affiliate in income under Section 951(a) of the Code with respect to a Pre-Closing Tax Period of a Purchased Entity or Purchased Consolidated Venture (including any income Taxes incurred by determined based on a Company Entity solely by reason “closing of the Section 338(h)(10books” method); (E) Election)any Taxes (or, and (ii) liabilitiesin the case of a Purchased Consolidated Venture, costs and expenses (including reasonable expenses the Applicable Percentage of investigation and attorneys’ fees and expensesany Taxes) arising out of or incident resulting from any breach of any covenant or agreement of Seller contained in this Agreement; (F) any Taxes (or, in the case of a Purchased Consolidated Venture, the Applicable Percentage of any Taxes) imposed on the transactions undertaken pursuant to Section 5.6 or the Pre-Closing Restructuring; (G) any Taxes for which Seller is responsible pursuant to Section 6.12; (H) any liability of any Purchased Entity (and the Applicable Percentage of any liability of any Purchased Consolidated Venture) for Taxes of any other Person (other than another Purchased Entity or Purchased Consolidated Venture) pursuant to any Tax allocation, Tax indemnity or Tax sharing agreement entered into by such Purchased Entity or Purchased Consolidated Venture prior to the impositionClosing (other than any Tax allocation, assessment indemnity or assertion sharing provisions in agreements entered into in the ordinary course of business and not primarily relating to Taxes); (I) any Taxes (or, in the case of a Purchased Consolidated Venture, the Applicable Percentage of any such Tax, including those incurred Taxes) resulting from the failure of the representation set forth in Section 3.14(k) or Section 3.14(m) to be true and correct as of the contest in good faith in appropriate proceedings relating to the imposition, assessment Closing; (J) any Taxes (other than Transfer Taxes) imposed on Purchaser or assertion of any such Tax, in each case incurred or suffered by Buyer, any of its Affiliates or(including, effective upon after the Closing, the Company Purchased Entities and, solely to the extent of the Applicable Percentage of such Taxes, the Purchased Consolidated Ventures) (x) imposed on the sum transfer of (i) and (ii) being referred the Purchased Assets or Assumed Liabilities by the Seller or any of its Affiliates to as a “Company Tax Loss”); provided that Seller shall have no obligation to make Purchaser or any payment its Affiliates pursuant to this Section 8.04 in respect Agreement or (y) arising from any action or transaction by the Seller or any of any Company Tax Loss with respect to a non-income Tax to its Affiliates outside of the extent that the amount ordinary course of such Company Tax Loss business (plus all other Company Tax Losses in respect of non-income Taxes1) 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 Date before or upon the Closing Dateor (2) taken or completed on the Closing Date that is specifically required by the Transaction Documents to be taken in connection with the Closing; and (K) any reasonable costs and expenses (or, 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 intoPurchased Consolidated Venture, the transactions contemplated by this Agreement Applicable Percentage of any reasonable costs and expenses), including reasonable legal and accounting fees and expenses, attributable to any item described in clauses (includingA) to (J); provided, 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 (x) any Taxes for which Purchaser is responsible pursuant to Section 6.2 (provided that the avoidance of doubtindemnification obligations contained in Section 6.1(B), any transaction occurring Section 6.1(E), Section 6.1(F), Section 6.1(G), Section 6.1(H), Section 6.1(I) and Section 6.1(J) shall not be limited by reason of Section 6.2(A) or Section 6.2(B)) or (y) any amounts to the extent such amounts were included as 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) liability in the case calculation of other Taxes, be determined Closing Working Capital on the basis of a closing of the books Post-Closing Statement (as of the close of the Closing Date as if the taxable period ended on the Closing Dateadjusted pursuant to Section 2.9(d)); provided, further, that no Purchaser Tax Indemnified Parties shall be entitled to double recovery for any items set forth in this Section 6.1.

Tax Indemnification by Seller. (a) Effective as of and after the Closing Date, Seller shall pay or cause to be paid, and shall indemnify Buyer against and its Affiliates (collectively, the “Buyer Tax Indemnified Parties”) and hold it each Buyer Tax Indemnified Party harmless from any and against, without duplication, (i) Tax any Taxes of or imposed on any Company member of the Transferred Entity relating Group or otherwise with respect to a the TMA Business for any Pre-Closing Tax Period (including any income Taxes incurred by a Company Entity solely by reason of the Section 338(h)(10) Election), and Period; (ii) liabilitiesany Taxes of any member of the Seller Group for which any member of the Transferred Entity Group is liable under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable U.S. state, costs local or non-U.S. Law); (iii) any Taxes imposed with respect to any Transferred Assets or Assumed Liabilities for any Pre-Closing Period and expenses any Taxes imposed with respect to any Excluded Assets or Excluded Liabilities for any period; (including reasonable expenses of investigation and attorneys’ fees and expensesiv) any Taxes arising out of or incident to the imposition, assessment or assertion resulting from any breach by Seller of any such Taxrepresentation, including those incurred warranty, covenant or agreement of Seller contained in this Agreement; (v) any Taxes for which Seller is responsible pursuant to Section 7.11; (vi) any VAT in respect of Accounts Receivable, which Accounts Receivable were included in the contest in good faith in appropriate proceedings relating calculation of Closing Working Capital as finally determined pursuant to the impositionSection 2.8, assessment that is received by Seller (or assertion any Affiliate or Subsidiary or Seller) or not received by Buyer (or a Subsidiary or Affiliate of Buyer) as a result of any such Tax, action or inaction of Seller (or a Subsidiary or Affiliate of Seller); and (vii) reasonable out-of-pocket fees and expenses attributable to any item described in each case incurred or suffered by Buyer, any of its Affiliates or, effective upon the Closing, the Company Entities (the sum of foregoing clauses (i) and through (ii) being referred to as a “Company Tax Loss”vi); provided provided, however, that Seller shall have no obligation not be required to make pay or cause to be paid, or to indemnify or hold harmless the Buyer Tax Indemnified Parties from or against any payment pursuant to this Section 8.04 in respect of any Company Tax Loss with respect to a non-income VAT or sales or use Tax to the extent that the amount of such Company any Buyer Tax Loss (plus all other Company Tax Losses Indemnified Party would be entitled to a credit or repayment in respect of non-income Taxes) such VAT or sales or use Tax from the applicable Tax Authority, or such VAT or sales or use Tax 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 otherwise recoverable (except to the Pre-Closing Tax Period shall (i) in extent that recovery is prevented solely as a result of 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 Seller’s action (including, for the avoidance of doubt, the failure of Seller or any transaction occurring Affiliate of Seller to timely provide such accurate information and/or documentation as is required by reason Buyer or an Affiliate or Subsidiary of a Withholding Restructuring Step Buyer to recover such VAT) or a General Restructuring Step) had not occurred and any transaction such VAT or event occurring after sales or use Tax was included in Accounts Receivable, which Accounts Receivable were included in the completion calculation of any transaction contemplated by this Agreement (including, for Closing Working Capital as finally determined pursuant to Section 2.8). For the avoidance of doubt, (x) Seller shall not be required to indemnify or hold harmless any transaction occurring by reason Buyer Indemnified Party pursuant to this Section 7.1 to the extent the applicable Taxes were included in the calculation of a Withholding Restructuring Step Closing Working Capital and reflected or a General Restructuring Step) had not occurredreserved for on the Post-Closing Statement as finally determined pursuant to Section 2.8 and included in the calculation of the Final Purchase Price, and (iiiy) notwithstanding anything to the contrary herein, to the extent that an item is described in both this Section 7.1 and Section 10.2(a)(i), the case provisions 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 Datethis Article VII shall govern.

Tax Indemnification by Seller. Effective as of and after the Closing Date, each of Seller and the Selling Subsidiaries shall pay or cause to be paid, and shall jointly and severally indemnify Purchasers and their Affiliates (aincluding the Conveyed Entities after the Closing Date) Seller shall indemnify Buyer against (collectively, the “Purchaser Tax Indemnified Parties”) and hold it each Purchaser Tax Indemnified Party harmless from any and against, without duplication, (i) Tax any Liability for Taxes (or the nonpayment thereof) of or imposed on any Company Conveyed Entity relating to a for any Pre-Closing Tax Period (including any income Taxes incurred by a Company Entity solely by reason of the Section 338(h)(10) Election), and Period; (ii) liabilitiesany Taxes for which Conveyed Entity 1 is liable as a result of such Conveyed Entity having been a member of an Affiliated Group on or prior to the Closing Date, costs and expenses including pursuant to Treasury Regulations Section 1.1502-6 (including reasonable expenses or any similar provision of investigation and attorneys’ fees and expensesapplicable state, local or foreign Law); (iii) any Taxes imposed with respect to any Excluded Assets; (iv) Taxes that are Retained Liabilities; (v) any Taxes arising out of or incident to the imposition, assessment or assertion resulting from any breach by Seller of any such Tax, including those incurred covenant or agreement of Seller contained in the contest this Agreement; and (vi) reasonable out-of-pocket fees and expenses attributable to any item described 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 clauses (i) and to (ii) being referred to as a “Company Tax Loss”v); provided provided, however, that Seller shall have no obligation not be required to make pay or cause to be paid, or to indemnify or hold harmless the Purchaser Tax Indemnified Parties from and against any payment pursuant Taxes to this Section 8.04 in respect of any Company Tax Loss with respect to a non-income Tax the extent such Taxes (but only 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 were reflected as a reserve or Liability in Closing Working Capital as finally determined in connection with 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 DateFinal Purchase Price.

Tax Indemnification by Seller. (a) Effective as of and after the Closing Date and subject to Section 6.1(b), Seller shall pay or cause to be paid, and shall indemnify Buyer against and its Affiliates (collectively, the “Buyer Tax Indemnified Parties”) and hold it each Buyer Tax Indemnified Party harmless from and against any liability for (i) Tax of any Company Entity relating to a Pre-Closing Tax Period (including any income Seller Taxes incurred by a Company Entity solely by reason of the Section 338(h)(10) Election), and (ii) liabilities, reasonable out-of-pocket costs and expenses (including reasonable expenses of investigation incurred by Buyer 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 arising in respect of Tax Claims for such Seller Taxes (the sum of clauses (i) and (ii) being referred to as a ), collectively, the “Company Tax LossIndemnified Taxes”); provided . Indemnified Taxes shall not include any Taxes (A) specifically identified and included in Closing Indebtedness or Closing Net Working Capital and 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 actually reduced the extent that the amount of such Company Tax Loss Final Purchase Price, (plus all other Company Tax Losses in respect of non-income TaxesB) is less than the total amount of Tax liabilities arising from actions taken into account by Buyer on the Closing Balance Sheet. In the case of any taxable period ending after Date following the Closing Date, that are outside of the Taxes attributable to ordinary course of business or not expressly provided for by this Agreement or the Pre-Closing Reorganization Steps, other than any such actions taken that are taken on behalf or at the request of Seller or any Affiliate thereof, or (C) arising from any breach of the covenants in this Agreement by Buyer. Notwithstanding anything to the contrary in this Agreement, Seller’s indemnity obligations pursuant to this Article VI with respect to any Indemnified Tax Period imposed on a Transferred Joint Venture shall be limited to an amount equal to the product of (i) in the case of real property, personal property Indemnified Tax imposed on the Transferred Joint Venture and other ad valorem Taxes be determined on a per diem basis, (ii) the lesser of (A) Buyer Indemnified Tax Parties’ percentage ownership in the case of other relevant Transferred Joint Venture at the time such Indemnified Taxes are 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 (iiiB) Seller and its Affiliates percentage ownership interest 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 Daterelevant Transferred Joint Venture immediately prior to Closing.