Common use of Tax Indemnification by the Sellers Clause in Contracts

Tax Indemnification by the Sellers. The Sellers hereby agree to be jointly and severally liable for and to indemnify and hold the Purchaser Indemnified Parties harmless from and against, and pay to the applicable Purchaser Indemnified Parties the amount of, any and all Losses in respect of (i) all Taxes of each of the Companies and Subsidiaries (or any predecessor thereof) (A) for any taxable period ending on or before the close of business on the Closing Date (“Pre-Closing Taxable Period”), and (B) for the portion of any Straddle Period ending at the close of business on the Closing Date (determined as provided in Section 9.4); (ii) any and all Taxes imposed on the Companies and the Subsidiaries as a result of the Reorganization; (iii) any and all Taxes imposed on any of the Companies or Subsidiaries as a result of having been before the Closing Date a member of an affiliated, consolidated, combined or unitary group, by reason of liability under Treasury Regulations Section 1.1502-6, Treasury Regulations Section 1.1502-78 (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (iv) the failure of the Sellers to perform any covenant contained in this Agreement with respect to Taxes; (v) any Taxes resulting from, arising out of or based on the Section 338(h)(10) Election (as defined in Section 9.8); (vi) the failure of any of the representations and warranties of the Sellers contained in Sections 4.15(g)(i) and 4.15(o) to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein); and (vii) any failure by the Sellers to timely pay any and all Taxes required to be borne by the Sellers pursuant to Section 9.9; provided, however, that the Sellers shall have no obligation pursuant to this Section 9.1 if such Loss is attributable to or resulting from any action described in Section 9.14 hereof; and provided, further, that the Sellers shall be obligated to make payments pursuant to this Section 9.1 only to the extent that the cumulative amount that would otherwise be payable by the Sellers pursuant to this Section 9.1 (notwithstanding this proviso) exceeds (x) the aggregate amount of the provisions for Tax Liabilities (including any Tax Liabilities reflected in the Included Current Liabilities as well as the $5,000,000 figure in respect of Tax reserves referred to as a Working Capital Adjustment) reflected on the Closing Working Capital Statement minus (y) the cumulative amount of any payment made by Purchaser pursuant to Section 9.2(ii) hereof.

Tax Indemnification by the Sellers. The Sellers hereby agree to be jointly and severally liable for and to indemnify and hold the Purchaser Indemnified Parties harmless from and against, and pay to the applicable Purchaser Indemnified Parties the amount of, any and all Losses in respect of (i) all Taxes of each of the Companies and Subsidiaries (or any predecessor thereof) (A) for any taxable period ending on or before the close of business on the Closing Date (“"Pre-Closing Taxable Period”"), and (B) for the portion of any Straddle Period ending at the close of business on the Closing Date (determined as provided in Section 9.4); (ii) any and all Taxes imposed on the Companies and the Subsidiaries as a result of the Reorganization; (iii) any and all Taxes imposed on any of the Companies or Subsidiaries as a result of having been before the Closing Date a member of an affiliated, consolidated, combined or unitary group, by reason of liability under Treasury Regulations Section 1.1502-6, Treasury Regulations Section 1.1502-78 (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law); (iv) the failure of the Sellers to perform any covenant contained in this Agreement with respect to Taxes; (v) any Taxes resulting from, arising out of or based on the Section 338(h)(10) Election (as defined in Section 9.8); (vi) the failure of any of the representations and warranties of the Sellers contained in Sections 4.15(g)(i) and 4.15(o) to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein); and (vii) any failure by the Sellers to timely pay any and all Taxes required to be borne by the Sellers pursuant to Section 9.9; provided, however, that the Sellers shall have no obligation pursuant to this Section 9.1 if such Loss is attributable to or resulting from any action described in Section 9.14 hereof; and provided, further, that the Sellers shall be obligated to make payments pursuant to this Section 9.1 only to the extent that the cumulative amount that would otherwise be payable by the Sellers pursuant to this Section 9.1 (notwithstanding this proviso) exceeds (x) the aggregate amount of the provisions for Tax Liabilities (including any Tax Liabilities reflected in the Included Current Liabilities as well as the $5,000,000 figure in respect of Tax reserves referred to as a Working Capital Adjustment) reflected on the Closing Working Capital Statement minus (y) the cumulative amount of any payment made by Purchaser pursuant to Section 9.2(ii) hereof.

Tax Indemnification by the Sellers. (a) The Sellers hereby agree to be jointly shall indemnify the Buyer, the Company, the Subsidiaries and severally liable for and to indemnify the Surviving Corporation in respect of, and hold the Purchaser Indemnified Parties harmless from Buyer, the Company, the Subsidiaries and againstthe Surviving Corporation harmless, and pay to on an after-Tax basis, against the applicable Purchaser Indemnified Parties the amount of, any and all Losses in respect of following; provided that (iI) all Taxes of each amounts determined under this Section 8.2(a) shall be determined without regard to any federal income Tax deductions as a result of the Companies and Subsidiaries (or any predecessor thereofnet operating loss under Section 172(c) (A) of the Code for any the short taxable period year ending on or before the close of business on the Closing Date (“Pre-Closing Taxable Period”), and (BII) in no event shall the amount of net operating loss under clause (I) exceed the amount of the Extraordinary Expenses: (i) any and all Damages and claims for Damages incurred or suffered by any of them as a result of or relating to the portion calculation or payment (including without limitation any errors in the calculation or failure to make any payment) of any Straddle Period ending at amounts required to be withheld with respect to any amount payable under this Agreement, including any amounts required to be withheld from any Option Holder and/or paid or payable to any Governmental Entity in respect of the close exercise of business on any Options and the Closing Date payment of the Option Consideration in accordance with the provisions of Section 1.15 (determined as provided in Section 9.4the "Option Obligations"); ; (ii) any and all Damages and claims for Damages resulting from, relating to, or constituting a breach of any representation contained in Section 2.9 hereof; (iii) the failure to perform any covenant or agreement set forth in this Article VIII; (iv) without duplication, the following Taxes imposed on with respect to the Companies Surviving Corporation, the Company and the Subsidiaries as a result of the Reorganization; Subsidiaries: (iiiA) any and all Taxes imposed due and payable by the Surviving Corporation, the Company or the Subsidiaries for any taxable period that ends (or is deemed pursuant to Section 8.3(b) to end) on any of the Companies or Subsidiaries as a result of having been before the Closing Date a member in excess of an affiliated, consolidated, combined or unitary group, by reason any accruals for Tax liabilities on the Closing Balance Sheet; (B) any liability of liability under such entities for Taxes of other entities whether pursuant to Treasury Regulations Regulation Section 1.1502-6, Treasury Regulations Section 1.1502-78 6 (or any predecessor or successor thereof or any analogous comparable or similar provision under state, local or foreign Lawlaw), as transferee or successor or pursuant to any contractual obligation for any period that ends (or is deemed pursuant to Section 8.3(b) to end) on or before the Closing Date; and (ivC) any sales, use, transfer, stamp, conveyance, value added, recording, registration, documentary, filing or other similar Taxes and fees, whether levied on the failure Buyer, the Sellers, the Company, the Subsidiaries or any of their respective Affiliates, resulting from the Sellers to perform any covenant contained in Stock Transaction, the Merger Transaction or otherwise on account of this Agreement with respect to Taxes; or the transactions contemplated hereby; (v) any Taxes resulting fromand all Damages and claims for Damages incurred or suffered by the Buyer, arising out the Company, the Subsidiaries and the Surviving Corporation in respect of any error in any Tax Return filed by the Company or based on any Subsidiary prior to the Section 338(h)(10) Election (as defined in Section 9.8)Closing Date or any failure of any Tax Return filed by the Company or any Subsidiary prior to the Closing Date to be complete; and (vi) any and all Damages and claims for Damages incurred or suffered by the failure Buyer, the Company, the Subsidiaries and the Surviving Corporation in respect of any of the representations and warranties of the Sellers contained in Sections 4.15(g)(i) and 4.15(o) to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein); and (vii) any failure by the Sellers Company or any Subsidiary to timely properly withhold, collect or pay any and all Taxes required by law to be borne by the Sellers pursuant to Section 9.9; providedhave been withheld, however, that the Sellers shall have no obligation pursuant to this Section 9.1 if such Loss is attributable to collected or resulting from any action described in Section 9.14 hereof; and provided, further, that the Sellers shall be obligated to make payments pursuant to this Section 9.1 only paid prior to the extent that Closing Date. (b) The following provisions shall apply with respect to the cumulative amount that would otherwise be payable by Sellers' obligations to indemnify the Sellers pursuant to this Section 9.1 (notwithstanding this proviso) exceeds (x) Buyer, the aggregate amount of Company, the provisions for Tax Liabilities (including any Tax Liabilities reflected in Subsidiaries and the Included Current Liabilities as well as the $5,000,000 figure Surviving Corporation in respect of Tax reserves referred the Option Obligations. The applicable indemnified party shall first use reasonable efforts to collect any Option Obligations from the responsible Option Holder. If after the use of such reasonable efforts such indemnified party has not collected such amount from the responsible Option Holder within 90 days after demand therefor, such indemnified party shall be entitled to collect such amount from the portion of the Escrow Fund deemed to have been withheld from the Option Consideration contributed by such Option Holder to the Escrow Fund or, if such Option Holder's share of the Escrow Fund is insufficient to pay such amount, from the other Sellers' respective shares of the Escrow Fund on a joint and several basis or, if the Escrow Fund is insufficient to pay such amount, then from the Sellers directly on a several, and not joint and several, basis. No Option Holder shall be liable for any penalty or interest (but will be liable for any Tax) due as a Working Capital Adjustment) reflected on result of an error by the Closing Working Capital Statement minus (y) Buyer in the cumulative amount identification or payment of any payment made by Purchaser pursuant to Section 9.2(ii) hereofthe required Tax withholding obligation.

Tax Indemnification by the Sellers. The Effective as of and after the Closing Date, the Sellers hereby agree shall pay or cause to be paid, and shall, jointly and severally liable for and to severally, indemnify and hold the Purchaser Indemnified Parties and hold each Purchaser Indemnified Party harmless from and against, and pay to the applicable Purchaser Indemnified Parties the amount of, any and all Losses in respect of without duplication (i) all Taxes of each of the Companies and Subsidiaries (or any predecessor thereof) (A) for any taxable period ending on or before the close of business on the Closing Date (“Pre-Closing Taxable Period”), and (B) for the portion of any Straddle Period ending at the close of business on the Closing Date (determined as provided in Section 9.4); (iia) any and all Taxes imposed on the Transferred Companies and the Subsidiaries or with respect to any SCT Business Assets for any Pre-Closing Period; (b) any Taxes of any other Person (other than a Transferred Company) for which a Transferred Company is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law) as a result of the Reorganization; (iii) any and all Taxes imposed on any of the Companies or Subsidiaries as a result of such Transferred Company having been before the Closing Date a member of an affiliated, consolidated, unitary or combined or unitary group, by reason group prior to the Closing; (c) any Taxes of liability under Treasury Regulations Section 1.1502-6, Treasury Regulations Section 1.1502-78 any other Person (or any predecessor other than a Transferred Company) for which a Transferred Company is liable as a transferee or successor thereof as a result of a transaction that occurred prior to Closing; (d) any Taxes arising out of any breach of any representation or warranty contained in Section 3.13(g), (k), (l), (m) or (p) (disregarding for these purposes any analogous qualification or similar provision under stateexception for, local or foreign Lawreference to, materiality set forth therein); (iv) the failure of the Sellers to perform any covenant contained in this Agreement with respect to Taxes; (ve) any Taxes resulting from, arising out of or based on the Section 338(h)(10) Election (as defined in Section 9.8); (vi) the failure relating to any breach of any covenant or agreement of the representations and warranties of Parent or the Sellers contained in Sections 4.15(g)(i) and 4.15(o) to be true and correct in all respects this Agreement; (determined without regard to any qualification related to materiality contained therein); and (viif) any failure by the Sellers to timely pay withholding Taxes imposed on any and all Taxes required to be borne by the Sellers pursuant to Section 9.9; provided, however, that the Sellers shall have no obligation pursuant to this Section 9.1 if such Loss is attributable to or resulting from any action described in Section 9.14 hereof; and provided, further, that the Sellers shall be obligated to make payments pursuant to this Section 9.1 only to the extent that the cumulative amount that would otherwise be payable by the Sellers pursuant to this Section 9.1 (notwithstanding this proviso) exceeds (x) the aggregate amount payment of the provisions for Tax Liabilities (including any Tax Liabilities reflected in the Included Current Liabilities as well as the $5,000,000 figure in respect of Tax reserves referred to as a Working Capital Adjustment) reflected on the Closing Working Capital Statement minus (y) the cumulative amount of Purchase Price or any payment made by Purchaser pursuant to Section 9.2(ii2.7; (g) hereofany Transfer Taxes for which the Sellers are responsible under Section 7.12 of this Agreement; (h) any Taxes that are Excluded Liabilities; (i) any Taxes imposed in connection with the Pre-Closing Restructuring; (j) any Taxes imposed on any gain recognized by a Transferred Company as a result of the Section 338(h)(10) Elections or the Section 338(g) Elections; and (k) any costs and expenses, including reasonable legal and accounting fees and expenses attributable to any item described in the foregoing clauses (a) through (j); provided, that the Sellers shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Purchaser Indemnified Parties from and against (x) any Taxes to the extent such Taxes were reflected as a reserve or liability in Working Capital or Net Indebtedness on the Final Closing Statement or (y) any Taxes for which Purchaser is responsible pursuant to Section 7.3(b) or (c).

Tax Indemnification by the Sellers. The Subject to Section 10.02(b)(iv), effective as of and after the Closing Date, the Sellers hereby agree shall pay or cause to be jointly paid, and severally liable for shall indemnify Purchaser and to indemnify each of its Subsidiaries (including the Transferred Entities after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold the each Purchaser Tax Indemnified Parties Party harmless from and against, and pay to the applicable Purchaser Indemnified Parties the amount of, any and all Losses in respect of against (i) all Taxes of each of the Companies and Subsidiaries (or any predecessor thereof) (A) for any taxable period ending on or before the close of business on the Closing Date (“Pre-Closing Taxable Period”), and (B) for the portion of any Straddle Period ending at the close of business on the Closing Date (determined as provided in Section 9.4); (iia) any and all Taxes imposed on the Companies Transferred Entities for any Pre-Closing Period (and the Subsidiaries as a result of the Reorganization; (iii) any and all Taxes imposed on the Transferred Entities with respect to any transactions contemplated by Section 5.08, Section 5.09, Section 5.10, or Section 5.21); (b) any Taxes of any Seller or any of the Companies or Subsidiaries as a result of having been before the Closing Date a member of an affiliated, consolidated, combined or unitary group, by reason of liability their respective Affiliates (other than any Transferred Entity) for which any Transferred Entity is liable under Treasury Regulations Regulation Section 1.1502-6, Treasury Regulations Section 1.1502-78 6 or 1.338(h)(10)-1(d)(2) (or under any predecessor or successor thereof or any analogous or similar provision under of state, local or foreign Law), as transferee or successor, or by reason of having been a member of a consolidated, affiliated, combined or other group for Tax purposes at any time before the Closing; (iv) the failure of the Sellers to perform any covenant contained in this Agreement with respect to Taxes; (vc) any Taxes resulting from, arising out of or based on the Section 338(h)(10) Election (as defined relating to any breach of, or inaccuracy in, any representation or warranty contained in Section 9.83.13(h); , (vij), (k), (l) the failure or (m) or any breach of any of the representations and warranties covenant or agreement of the Sellers contained in Sections 4.15(g)(i) and 4.15(o) to be true and correct in all respects this Agreement; (determined without regard to any qualification related to materiality contained therein); and (viid) any failure by Taxes (other than Transfer Taxes) imposed on any Seller or any Subsidiary thereof (or Purchaser as a method of collecting such Taxes) with respect to the Sellers to timely pay any and all Taxes required to be borne by sale of the Sellers pursuant to Section 9.9; provided, however, that the Sellers shall have no obligation Shares pursuant to this Section 9.1 if such Loss is attributable to or Agreement (including, for the avoidance of doubt, any Taxes imposed on the deemed asset sales resulting from any action described in the Section 9.14 hereof; and provided338(h)(10) Elections, further, that the Sellers shall be obligated to make payments pursuant to this Section 9.1 only to the extent that the cumulative amount that would otherwise be payable by the Sellers pursuant to this Section 9.1 (notwithstanding this proviso) exceeds (x) the aggregate amount of the provisions for Tax Liabilities (but not including any Tax Liabilities reflected in the Included Current Liabilities as well as the $5,000,000 figure withholding Taxes in respect of Tax reserves referred which Purchaser is required to as a Working Capital Adjustment) reflected on the Closing Working Capital Statement minus (y) the cumulative amount of any payment made by Purchaser pay additional amounts pursuant to Section 9.2(ii) hereof.the last sentence of

Tax Indemnification by the Sellers. The Effective as of and after the Closing Date, the Sellers hereby agree shall pay or cause to be jointly paid, and severally liable for shall indemnify Purchaser Parent and to indemnify each of its Subsidiaries (collectively, the “Purchaser Parent Tax Indemnified Parties”) and hold the each Purchaser Parent Tax Indemnified Parties Party harmless from and againstagainst (a) any Taxes imposed on or payable by the Transferred Entities for any Pre-Closing Period (with respect to any Straddle Period, and pay as determined pursuant to Section 7.04), other than any Transfer Taxes for which Purchaser Parent is responsible under Section 7.12; (b) any Taxes for which any of the applicable Purchaser Indemnified Parties the amount of, any and all Losses in respect of Transferred Entities is liable (i) all as transferee or successor or by operation of Law (which Taxes of each of the Companies and Subsidiaries (result from an event or any predecessor thereof) (A) for any taxable period ending on transaction occurring at or before the close of business on the Closing Date (“Pre-Closing Taxable Period”), and (BClosing) for the portion of any Straddle Period ending at the close of business on the Closing Date (determined as provided in Section 9.4); or (ii) any and all Taxes imposed on the Companies and the Subsidiaries as a result of the Reorganization; (iii) any and all Taxes imposed on any of the Companies or Subsidiaries as a result of having been before the Closing Date a member of an affiliated, consolidated, combined or unitary group, by reason of liability under Treasury Regulations Regulation Section 1.1502-6, Treasury Regulations Section 1.1502-78 6 or 1.338(h)(10)-1(d)(2) (or under any predecessor or successor thereof or any analogous or similar provision under of state, local or foreign Law)) or by reason of having been a member of a consolidated, affiliated, combined or other group for Tax purposes at any time before the Closing; (iv) the failure of the Sellers to perform any covenant contained in this Agreement with respect to Taxes; (vc) any Taxes resulting fromof any Seller or any of their respective Affiliates (other than any Transferred Entity), other than any Transfer Taxes for which Purchaser Parent is responsible under Section 7.12; (d) any Non-Resident Capital Gain Taxes imposed on the transactions contemplated by this Agreement; (e) any Taxes imposed on Purchaser Parent or any of its Affiliates (including the Transferred Entities) arising out of or based on the Section 338(h)(10) Election (as defined in Section 9.8); (vi) resulting from the failure of any of the representations and warranties of made by the Sellers contained in Sections 4.15(g)(iSection 3.13(p)(ii), Section 3.13(p)(iii) and 4.15(oor Section 3.13(s) to be true and correct on the date hereof and at and as of the Closing Date; (f) any Taxes imposed on the deemed sale of assets of any Section 338(h)(10) Subsidiary or any Section 338(g) Subsidiary as a result of a Section 338(h)(10) Election or Section 338(g) Election, as applicable, made with respect to such entity; (g) any Taxes arising by reason of Section 965 of the Code to the extent such Taxes are attributable to earnings and profits of any of the Transferred Entities with respect to a Pre-Closing Period; (h) any Taxes incurred by any of the Transferred Entities in all respects (determined without regard to any qualification related to materiality contained therein)connection with the matters set forth in Section 7.02 of the Seller Disclosure Schedule; and (viii) any failure by the Sellers costs and expenses, including reasonable legal and other professional advisor fees and expenses attributable to timely pay any and all Taxes required to be borne by the Sellers pursuant to Section 9.9item described in clauses (a) through (h); provided, however, that the Sellers shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Purchaser Parent Tax Indemnified Parties from and against (A) any Taxes to the extent such Taxes were included in Indebtedness or reflected as a Liability in Working Capital and taken into account in the calculation of the Final Closing Statement, (B) any Taxes for which Purchaser Parent is responsible pursuant to Section 7.03(b), or (C) any Taxes to the extent of any third party insurance proceeds that have no obligation been actually recovered by the Purchaser Parent Tax Indemnified Parties in respect of such Taxes, less the amount of out-of-pocket costs incurred to obtain, or Taxes imposed on the receipt or accrual of, such proceeds. Notwithstanding anything to the contrary in this Agreement, in the event any Taxes for which the Sellers otherwise would be responsible pursuant to this Section 9.1 if such Loss is 7.02 are set off or otherwise reduced by the utilization of any loss, deduction or credit of a Transferred Entity attributable to and arising in a Pre-Closing Period or resulting from any action described in a carry back of a Subsequent Loss into a Pre-Closing Period that is not permitted under Section 9.14 hereof; and provided7.06(b), further, that then Sellers shall not be required to pay or cause to be paid to the Purchaser Parent Tax Indemnified Parties the amounts the Sellers shall be obligated would have been required to make payments pursuant to this Section 9.1 only pay to the extent that the cumulative amount that would Purchaser Parent Tax Indemnified Parties any amounts so set-off or otherwise be payable by the Sellers pursuant to this Section 9.1 (notwithstanding this proviso) exceeds (x) the aggregate amount of the provisions for Tax Liabilities (including any Tax Liabilities reflected in the Included Current Liabilities as well as the $5,000,000 figure in respect of Tax reserves referred to as a Working Capital Adjustment) reflected on the Closing Working Capital Statement minus (y) the cumulative amount of any payment made by Purchaser pursuant to Section 9.2(ii) hereofreduced.

Tax Indemnification by the Sellers. The Sellers hereby agree Effective as of and after the Closing Date, Parent and the Sellers, jointly and severally, shall pay or cause to be jointly paid, and severally liable for shall indemnify Purchaser and to indemnify each of its Subsidiaries (including the Transferred Companies and their respective Subsidiaries after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold the each Purchaser Tax Indemnified Parties Party harmless from and against, and pay to the applicable Purchaser Indemnified Parties the amount of, any and all Losses in respect of (i) all Taxes of each of the Companies and Subsidiaries (or any predecessor thereof) against (A) for any taxable period ending on or before the close of business on the Closing Date (“Pre-Closing Taxable Period”), and (B) for the portion of any Straddle Period ending at the close of business on the Closing Date (determined as provided in Section 9.4); (ii) any and all Taxes imposed on the Transferred Companies and the or any of their respective Subsidiaries as a result of the Reorganizationfor any Pre-Closing Period; (iiiB) any and all Taxes imposed on of Parent, the Sellers or their respective Affiliates (other than any of the Companies Transferred Company or Subsidiaries as a result of having been before the Closing Date Subsidiary thereof) for which any Transferred Company or a member of an affiliated, consolidated, combined or unitary group, by reason of liability Subsidiary thereof is liable under Treasury Regulations Regulation Section 1.1502-6, Treasury Regulations Section 1.1502-78 6 (or under any predecessor or successor thereof or any analogous or similar provision under of state, local or foreign Law); (iv) the failure of the Sellers to perform any covenant contained , as transferee or successor, by contract or otherwise, in this Agreement each case with respect to Taxesa Pre-Closing Period or by reason of being a member of a consolidated, affiliated, combined or other group for Tax purposes at any time before the Closing; (vC) any Taxes resulting from, arising out of or based relating to any breach of, or inaccuracy in, any representation or warranty contained in Section 3.13(h), (j), (k), (l), and (m) or breach of any covenant or agreement of Parent or the Sellers contained in this Agreement; (D) any Taxes (other than Transfer Taxes) imposed on any Seller or any Transferred Company or any Subsidiary thereof (or Purchaser as a method of collecting such Taxes) with respect to the sale of the Shares pursuant to this Agreement (including, for the avoidance of doubt, any Taxes imposed with respect to the deemed asset sale as result of the Section 338(h)(10) Election (as defined in Section 9.8Elections); (viE) any Taxes imposed with respect to the failure of any of the representations transactions contemplated by Sections 5.7 and warranties of 5.17 hereof; (F) Transfer Taxes for which Parent and the Sellers contained in Sections 4.15(g)(i) and 4.15(o) are responsible pursuant to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein)Section 7.11; and (viiG) reasonable legal and other professional advisor fees and expenses attributable to any failure by the Sellers item described in clauses (A) to timely pay any and all Taxes required to be borne by the Sellers pursuant to Section 9.9(F); provided, however, that the Sellers shall have no obligation not be required to pay or cause to be paid, or to indemnify or hold harmless the Purchaser Indemnified Tax Parties from and against (x) any Taxes to the extent such Taxes were included as a “Current Liability” in Working Capital on the Final Working Capital and Net Indebtedness Statement, after reducing such liability by any amounts paid to Parent in respect thereof pursuant to Section 7.5(d) or (y) any Taxes for which Purchaser is responsible pursuant to Section 7.2. Notwithstanding anything to the contrary in this Agreement, in the event any Taxes for which Parent and Sellers otherwise would be responsible pursuant to this Section 9.1 if such Loss is 7.1 are set-off or otherwise reduced by the utilization of any loss, deduction or credit attributable to a Post-Closing Period (which, for the avoidance of doubt, shall not include any such Tax attribute of a Transferred Company or resulting any Subsidiary thereof as of the close of business on the Closing Date), Parent and the Sellers, jointly and severally, shall pay or cause to be paid, and shall indemnify and hold harmless the Purchaser Tax Indemnified Parties from and against any action described in Section 9.14 hereof; and provided, further, that the Sellers shall be obligated Taxes imposed with respect to make payments pursuant to this Section 9.1 only subsequent taxable periods to the extent that such Taxes would not have been imposed in such subsequent taxable periods but for the cumulative amount that would otherwise be payable by the Sellers pursuant to this Section 9.1 (notwithstanding this proviso) exceeds (x) the aggregate amount prior utilization of the provisions for Tax Liabilities (including any Tax Liabilities reflected in the Included Current Liabilities as well as the $5,000,000 figure in respect of Tax reserves referred to as a Working Capital Adjustment) reflected on the Closing Working Capital Statement minus (y) the cumulative amount of any payment made by Purchaser pursuant to Section 9.2(ii) hereofsuch loss, deduction or credit.