Tax Indemnification by Sellers Sample Clauses

Tax Indemnification by Sellers. After Closing, Sellers shall, jointly and severally, indemnify the Purchaser Indemnified Persons, and hold them harmless from and against (a) all Taxes, including unemployment insurance premiums (or the non-payment thereof), of the Purchased Companies for the Pre-Closing Period and (b) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any Purchased Company is or was a member during the Pre-Closing Period, including pursuant to IRS regulation §1.1502-6 or any analogous or similar state, local or non-U.S. law or regulation.
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Tax Indemnification by Sellers. Effective as of and after the Closing Date, Sellers shall jointly and severally pay or cause to be paid, and shall indemnify Buyer and its Affiliates (including the Purchased Companies and their Subsidiaries after the Closing Date) (collectively, the “Tax Indemnified Parties”) and hold each Tax Indemnified Party harmless from and against (A) any Taxes imposed on or with respect to the Purchased Companies or any of their Subsidiaries with respect to 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 with respect to any Pre-Closing Period (the “Excluded Business Taxes”); (C) any Taxes of the Sellers or any of their respective Affiliates (other than any Purchased Company) for which any Purchased Company or any of its Subsidiaries is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law, or as a transferee or successor, by contract or otherwise); (D) an amount equal to the product of (1) forty-two percent (42%) and (2) any amount required to be included by Buyer or any of its Affiliates (including the Purchased Companies or any of their Subsidiaries after the Closing Date) in income under Section 951(a) of the Code with respect to a Purchased Company or any of its Subsidiaries to the extent such inclusion is attributable to a Pre-Closing Period of such Purchased Company or Subsidiary of a Purchased Company (the amount of such inclusion to be determined using a closing of the books method); (E) any Taxes arising out of or resulting from any breach of any covenant or agreement of Sellers or any of their Affiliates contained in this Agreement (without giving effect to any “Material Adverse Effect,” “materiality,” “Knowledge” or similar qualifications); (F) any Covered Losses arising out of or resulting from any breach of any representation or warranty contained in Section 3.14 (without giving effect to any “Material Adverse Effect,” “materiality,” “Knowledge” or similar qualifications); (G) any Transfer Taxes for which any Seller is responsible under Section 6.10; (H) any Taxes arising from or attributable to the Pre-Closing Restructuring and any transactions undertaken pursuant to Section 5.6, Section 5.12 or Section 5.23; and (I) any reasonable costs and expenses, including reasonable legal fees and expenses attributable to any item described in clauses (A) to (H); provid...
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Tax Indemnification by Sellers. Sellers shall be liable for, and shall hold Buyer, each of the Companies, the Subsidiaries and their respective Affiliates and any successor corporations thereto or Affiliates thereof harmless from and against the following Taxes with respect to the Companies, the Subsidiaries and the Affiliates of the Companies and the Subsidiaries:
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Tax Indemnification by Sellers. Subject to Section 5.9(l), Sellers (on a several but not joint basis) shall pay or cause to be paid, and shall indemnify the Buyers and their respective Affiliates (including, after the Closing, the Acquired Companies) (collectively, the “Buyer Tax Indemnified Parties”) and hold each Buyer Tax Indemnified Party harmless from and against, and the Camuto Owners (in accordance with the Liability Basis) shall pay or cause to be paid and shall indemnify the Buyer Tax Indemnified Parties and hold each Buyer Tax Indemnified Party harmless from and against, without duplication, (i) any and all Taxes imposed on or with respect to any Acquired Company or with respect to the Acquired SS Assets for or in respect of any Pre-Closing Period (including, for the absence of doubt, any Taxes resulting from any action taken or transaction effected pursuant to, or in connection with, Section 5.11(b) (Intercompany Arrangements) or Section 5.12 (Pre-Closing Transactions)); (ii) any and all Taxes of any of the Sellers or of any of the Camuto Owners; (iii) any and all Taxes (A) imposed on an Acquired Company as a transferee or successor as a result of an event or transaction occurring prior to the Closing, (B) for which an Acquired Company is liable pursuant to any Tax indemnity, Tax sharing, Tax allocation or any similar agreement or arrangement, or any other contractual obligation to pay the Tax obligation of another Person or make any payments to any other Person in respect of any tax attributes or benefits, in each case, except for (x) customary provisions contained in commercial contracts entered into in the ordinary course of business and not primarily related to Taxes and (y) agreements entered into after the Closing, or (C) for which an Acquired Company is liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law) as a result of an event or transaction occurring prior to the Closing; (iv) any Taxes arising out of or relating to any breach of any covenant or agreement of any Seller, the Seller’s Representative or any of the Camuto Owners that is contained in Section 5.1(a)(ix), this Section 5.9 or Section 5.12 (Pre-Closing Transactions) or that is related to the Estimated Tax Gross-Up Amount or the Tax Gross-Up Amount (including, without limitation, Section 1.2 and Section 1.3); (v) any Taxes imposed on or with respect to any Excluded Assets, (vi) any Taxes arising out of or relating to any breach or inaccuracy of any repre...
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Tax Indemnification by Sellers. Sellers shall indemnify Buyers and the Transferred Companies and hold them harmless from and against any loss, claim, liability, or other damage attributable to (i) all Taxes (or the non-payment thereof) of the Transferred Companies for all Pre-Closing Tax Periods (other than Transfer Taxes to the extent Buyers are liable for such Taxes pursuant to Section 5.11(b)), (ii) all Taxes of any member (other than a Transferred Company or any Subsidiary of the Transferred Companies) of an affiliated, consolidated, combined or unitary group of which the Transferred Companies (or any predecessor of any of the foregoing) is or was a member prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, (iii) to the extent resulting from a breach of the representation in Section 3.20(i), all Taxes of Buyers or their Affiliates directly attributable to any inclusion in taxable income under Section 951(a) of the Code by Buyers or their Affiliates as a result of their direct or indirect ownership of Dynaslide, Waterloo or Mediamounts at the end of the taxable year of Dynaslide, Waterloo or Mediamounts, respectively, that includes the Closing Date, but only to the extent such income inclusion is attributable to the Pre-Closing Tax Period, as determined under Section 5.11(f)(ii) (net of any Tax benefits actually recognized by Buyers or any of their Affiliates in the taxable year of such income inclusion as a result of such income inclusion, including (for the avoidance of doubt) any foreign Tax credits utilized in such taxable year by Buyers or any of their Affiliates as a result of such income inclusion), and (iv) any and all Taxes of any person (other than a Transferred Company or any Subsidiary of the Transferred Companies) for a Pre-Closing Tax Period imposed on the Transferred Companies as a transferee or successor, by contract entered into by a Transferred Company prior to the Closing or pursuant to any other law, rule, or regulation, to the extent (in any case under this clause (iv)) such Taxes are imposed on the Transferred Companies solely because of an event or transaction occurring prior to the Closing (not including the Closing itself), except (in any case under any clause of this Section 5.11(e)) to the extent (i) such Tax (or Liability for such Tax) is included as a liability in the calculation of the Closing Net Working Capital or 2012 EBITDA as finally determined ...
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Related to Tax Indemnification by Sellers

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Buyers Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • Tax Indemnification The Sellers and the Indemnifying Members shall, jointly and severally, indemnify the Company, Purchaser, and each Purchaser Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach of or inaccuracy in any representation or warranty made in Section 4.24; (b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in this Article VII; (c) all Taxes of the Company and its Affiliates or relating to the Business for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor thereto) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and all Taxes of any Person imposed on the Company for a Pre-Closing Tax arising under the principles of transferee or successor liability or by contract or any Law, relating to an event or transaction occurring on or before the Closing Date. In each of the above cases, together with any reasonable out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, the Sellers and Indemnifying Members shall jointly and severally reimburse Purchaser for any Taxes of the Company that are the responsibility of the Sellers and/or Indemnifying Members pursuant to this Section 7.3 within five (5) Business Days prior to the date payment of such Taxes by Purchaser, the Company or any of its Affiliates are required to be paid. Notwithstanding the foregoing, in the case of clauses (c), (d), and (e) above, the Indemnifying Members shall not be liable for (i) any Taxes taken into account and included in determining Indebtedness or Net Working Capital and (ii) any Transfer Taxes which are the responsibility of Purchaser under Section 7.1(b).

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

  • Indemnification by Purchasers Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  • Tax Indemnifications (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

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