Common use of Tax Indemnification by the Sellers Clause in Contracts

Tax Indemnification by the Sellers. Effective as of and after the Closing Date, Parent and the Sellers, jointly and severally, shall pay or cause to be paid, and shall indemnify Purchaser and each of its Subsidiaries (including the Transferred 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 (A) any Taxes imposed on the Transferred Companies or any of their respective Subsidiaries for any Pre-Closing Period; (B) any Taxes of Parent, the Sellers or their respective Affiliates (other than any Transferred Company or a Subsidiary thereof) for which any Transferred Company or a Subsidiary thereof is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law), as transferee or successor, by contract or otherwise, in each case with respect to a 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; (C) any Taxes arising out of or 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) Elections); (E) any Taxes imposed with respect to the transactions contemplated by Sections 5.7 and 5.17 hereof; (F) Transfer Taxes for which Parent and the Sellers are responsible pursuant to Section 7.11; and (G) reasonable legal and other professional advisor fees and expenses attributable to any item described in clauses (A) to (F); provided, however, that the Sellers shall 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 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 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 Taxes imposed with respect to subsequent taxable periods to the extent such Taxes would not have been imposed in such subsequent taxable periods but for the prior utilization of such loss, deduction or credit.

Tax Indemnification by the Sellers. Effective Subject to Section 10.02(b)(iv), effective as of and after the Closing Date, Parent and the Sellers, jointly and severally, Sellers shall pay or cause to be paid, and shall indemnify Purchaser and each of its Subsidiaries (including the Transferred Companies and their respective Subsidiaries Entities 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 the Transferred Companies or any of their respective Subsidiaries Entities for any Pre-Closing PeriodPeriod (and any 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); (Bb) any Taxes of Parent, the Sellers any Seller or any of their respective Affiliates (other than any Transferred Company or a Subsidiary thereofEntity) for which any Transferred Company or a Subsidiary thereof Entity is liable under Treasury Regulation Section 1.1502-6 or 1.338(h)(10)-1(d)(2) (or under any similar provision of state, local or foreign Law), as transferee or successor, by contract or otherwise, in each case with respect to a Pre-Closing Period or by reason of being having been a member of a consolidated, affiliated, combined or other group for Tax purposes at any time before the Closing; (Cc) any Taxes arising out of or relating to any breach of, or inaccuracy in, any representation or warranty contained in Section 3.13(h), (j), (k), (l), and ) or (m) or any breach of any covenant or agreement of Parent or the Sellers contained in this Agreement; (Dd) 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 on the deemed asset sale as result of sales resulting from the Section 338(h)(10) Elections); (E) , but not including any withholding Taxes imposed with in respect to the transactions contemplated by Sections 5.7 and 5.17 hereof; (F) Transfer Taxes for of which Parent and the Sellers are responsible pursuant to Section 7.11; and (G) reasonable legal and other professional advisor fees and expenses attributable to any item described in clauses (A) to (F); provided, however, that the Sellers shall not be Purchaser is 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 additional amounts pursuant 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 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 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 Taxes imposed with respect to subsequent taxable periods to the extent such Taxes would not have been imposed in such subsequent taxable periods but for the prior utilization of such loss, deduction or credit.last sentence of

Tax Indemnification by the Sellers. Effective as of and after the Closing Date, Parent and the Sellers, The Sellers hereby agree to be jointly and severally, shall pay or cause severally liable for and to be paid, and shall indemnify Purchaser and each of its Subsidiaries (including the Transferred Companies and their respective Subsidiaries after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each the Purchaser Tax Indemnified Party Parties harmless from and against 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 Transferred Companies and the Subsidiaries as a result of the Reorganization; (iii) any and all Taxes imposed on any of the Companies or any Subsidiaries as a result of their respective Subsidiaries for any Pre-having been before the Closing Period; (B) any Taxes Date a member of Parentan affiliated, the Sellers consolidated, combined or their respective Affiliates (other than any Transferred Company or a Subsidiary thereof) for which any Transferred Company or a Subsidiary thereof is liable unitary group, by reason of liability under Treasury Regulation Regulations Section 1.1502-6 6, Treasury Regulations Section 1.1502-78 (or under any predecessor or successor thereof or any analogous or similar provision of under state, local or foreign Law), as transferee or successor, by contract or otherwise, ; (iv) the failure of the Sellers to perform any covenant contained in each case this Agreement with respect to a 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 ClosingTaxes; (Cv) any Taxes resulting from, arising out of or relating to any breach of, or inaccuracy in, any representation or warranty contained based on the Section 338(h)(10) Election (as defined in Section 3.13(h9.8), ; (j), (k), (l), and (mvi) or breach the failure of any covenant or agreement of Parent or the representations and warranties of the Sellers contained in this AgreementSections 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 (Dvii) 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) Elections); (E) any Taxes imposed with respect to the transactions contemplated failure by Sections 5.7 and 5.17 hereof; (F) Transfer Taxes for which Parent and the Sellers are responsible to timely pay any and all Taxes required to be borne by the Sellers pursuant to Section 7.11; and (G) reasonable legal and other professional advisor fees and expenses attributable to any item described in clauses (A) to (F)9.9; provided, however, that the Sellers shall 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 have no obligation pursuant to this Section 7.1 are set-off 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 reduced be payable by the utilization of any loss, deduction or credit attributable Sellers pursuant to a Post-Closing Period this Section 9.1 (which, for notwithstanding this proviso) exceeds (x) the avoidance of doubt, shall not include any such Tax attribute of a Transferred Company or any Subsidiary thereof as aggregate amount of the close 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 business Tax reserves referred to as a Working Capital Adjustment) reflected on the Closing Date), Parent and Working Capital Statement minus (y) the Sellers, jointly and severally, shall pay or cause cumulative amount of any payment made by Purchaser pursuant to be paid, and shall indemnify and hold harmless the Purchaser Tax Indemnified Parties from and against any Taxes imposed with respect to subsequent taxable periods to the extent such Taxes would not have been imposed in such subsequent taxable periods but for the prior utilization of such loss, deduction or creditSection 9.2(ii) hereof.

Tax Indemnification by the Sellers. Effective as of and after the Closing Date, Parent and the Sellers, The Sellers hereby agree to be jointly and severally, shall pay or cause severally liable for and to be paid, and shall indemnify Purchaser and each of its Subsidiaries (including the Transferred Companies and their respective Subsidiaries after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each the Purchaser Tax Indemnified Party Parties harmless from and against 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 Transferred Companies and the Subsidiaries as a result of the Reorganization; (iii) any and all Taxes imposed on any of the Companies or any Subsidiaries as a result of their respective Subsidiaries for any Pre-having been before the Closing Period; (B) any Taxes Date a member of Parentan affiliated, the Sellers consolidated, combined or their respective Affiliates (other than any Transferred Company or a Subsidiary thereof) for which any Transferred Company or a Subsidiary thereof is liable unitary group, by reason of liability under Treasury Regulation Regulations Section 1.1502-6 6, Treasury Regulations Section 1.1502-78 (or under any predecessor or successor thereof or any analogous or similar provision of under state, local or foreign Law), as transferee or successor, by contract or otherwise, ; (iv) the failure of the Sellers to perform any covenant contained in each case this Agreement with respect to a 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 ClosingTaxes; (Cv) any Taxes resulting from, arising out of or relating to any breach of, or inaccuracy in, any representation or warranty contained based on the Section 338(h)(10) Election (as defined in Section 3.13(h9.8), ; (j), (k), (l), and (mvi) or breach the failure of any covenant or agreement of Parent or the representations and warranties of the Sellers contained in this AgreementSections 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 (Dvii) 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) Elections); (E) any Taxes imposed with respect to the transactions contemplated failure by Sections 5.7 and 5.17 hereof; (F) Transfer Taxes for which Parent and the Sellers are responsible to timely pay any and all Taxes required to be borne by the Sellers pursuant to Section 7.11; and (G) reasonable legal and other professional advisor fees and expenses attributable to any item described in clauses (A) to (F)9.9; provided, however, that the Sellers shall 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 have no obligation pursuant to this Section 7.1 are set-off 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 reduced be payable by the utilization of any loss, deduction or credit attributable Sellers pursuant to a Post-Closing Period this Section 9.1 (which, for notwithstanding this proviso) exceeds (x) the avoidance of doubt, shall not include any such Tax attribute of a Transferred Company or any Subsidiary thereof as aggregate amount of the close 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 business Tax reserves referred to as a Working Capital Adjustment) reflected on the Closing Date), Parent and Working Capital Statement minus (y) the Sellers, jointly and severally, shall pay or cause cumulative amount of any payment made by Purchaser pursuant to be paid, and shall indemnify and hold harmless the Purchaser Tax Indemnified Parties from and against any Taxes imposed with respect to subsequent taxable periods to the extent such Taxes would not have been imposed in such subsequent taxable periods but for the prior utilization of such loss, deduction or creditSection 9.2(ii) hereof.

Tax Indemnification by the Sellers. Effective as of and after the Closing Date, Parent and the Sellers, jointly and severally, Sellers shall pay or cause to be paid, and shall shall, jointly and severally, indemnify the Purchaser and each of its Subsidiaries (including the Transferred Companies and their respective Subsidiaries after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) Parties and hold each Purchaser Tax Indemnified Party harmless from and against against, without duplication (Aa) any Taxes imposed on the Transferred Companies or with respect to any of their respective Subsidiaries SCT Business Assets for any Pre-Closing Period; (Bb) any Taxes of Parent, the Sellers or their respective Affiliates any other Person (other than any a Transferred Company or a Subsidiary thereofCompany) for which any a Transferred Company or a Subsidiary thereof is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law), ) as transferee or successor, by contract or otherwise, in each case with respect to a Pre-Closing Period or by reason result of being such Transferred Company having been a member of a an affiliated, consolidated, affiliated, unitary or combined or other group for Tax purposes at any time before prior to the Closing; (Cc) any Taxes of any other Person (other than a Transferred Company) for which a Transferred Company is liable as a transferee or successor 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 qualification or exception for, or reference to, materiality set forth therein); (e) any Taxes arising out of or 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; (Df) any withholding Taxes imposed on any payment of the Purchase Price or any payment made by Purchaser pursuant to Section 2.7; (g) any Transfer Taxes for which the Sellers are responsible under Section 7.12 of this Agreement; (h) any Taxes that are Excluded Liabilities; (other than Transfer Taxesi) any Taxes imposed in connection with the Pre-Closing Restructuring; (j) any Taxes imposed on any Seller or any gain recognized by a 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) Elections or the Section 338(g) Elections); (E) any Taxes imposed with respect to the transactions contemplated by Sections 5.7 and 5.17 hereof; (F) Transfer Taxes for which Parent and the Sellers are responsible pursuant to Section 7.11; and (Gk) any costs and expenses, including reasonable legal and other professional advisor accounting fees and expenses attributable to any item described in the foregoing clauses (Aa) to through (Fj); provided, however, that the Sellers shall 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 reflected as a “Current Liability” reserve or liability in Working Capital or Net Indebtedness 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) Closing Statement 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 7.1 are set-off 7.3(b) 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 any Subsidiary thereof as of the close of business on the Closing Datec), 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 Taxes imposed with respect to subsequent taxable periods to the extent such Taxes would not have been imposed in such subsequent taxable periods but for the prior utilization of such loss, deduction or credit.

Tax Indemnification by the Sellers. Effective as of and after the Closing Date, Parent and the Sellers, jointly and severally, Sellers shall pay or cause to be paid, and shall indemnify Purchaser Parent and each of its Subsidiaries (including the Transferred Companies and their respective Subsidiaries after the Closing Date) (collectively, the “Purchaser Parent Tax Indemnified Parties”) and hold each Purchaser Parent Tax Indemnified Party harmless from and against (Aa) any Taxes imposed on or payable by the Transferred Companies or any of their respective Subsidiaries Entities for any Pre-Closing Period (with respect to any Straddle Period, as determined pursuant to Section 7.04), other than any Transfer Taxes for which Purchaser Parent is responsible under Section 7.12; (Bb) any Taxes of Parent, the Sellers or their respective Affiliates (other than any Transferred Company or a Subsidiary thereof) for which any of the Transferred Company or a Subsidiary thereof Entities is liable (i) as transferee or successor or by operation of Law (which Taxes result from an event or transaction occurring at or before the Closing) or (ii) under Treasury Regulation Section 1.1502-6 or 1.338(h)(10)-1(d)(2) (or under any similar provision of state, local or foreign Law), as transferee or successor, by contract or otherwise, in each case with respect to a Pre-Closing Period ) or by reason of being having been a member of a consolidated, affiliated, combined or other group for Tax purposes at any time before the Closing; (Cc) any Taxes of 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 resulting from the failure of the representations and warranties made by the Sellers in Section 3.13(p)(ii), Section 3.13(p)(iii) or 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 out by reason of or relating Section 965 of the Code to any breach of, or inaccuracy in, any representation or warranty contained in Section 3.13(h), (j), (k), (l), the extent such Taxes are attributable to earnings and (m) or breach profits of any covenant or agreement of Parent or the Sellers contained in this AgreementTransferred Entities with respect to a Pre-Closing Period; (Dh) any Taxes (other than Transfer Taxes) imposed on incurred by 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 Transferred Entities in connection with the avoidance of doubt, any Taxes imposed with respect to the deemed asset sale as result matters set forth in Section 7.02 of the Section 338(h)(10) Elections); (E) any Taxes imposed with respect to the transactions contemplated by Sections 5.7 and 5.17 hereof; (F) Transfer Taxes for which Parent and the Sellers are responsible pursuant to Section 7.11Seller Disclosure Schedule; and (Gi) any costs and expenses, including reasonable legal and other professional advisor fees and expenses attributable to any item described in clauses (Aa) to through (Fh); 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 Tax Parties from and against (xA) any Taxes to the extent such Taxes were included in Indebtedness or reflected as a “Current Liability” Liability in Working Capital on and taken into account in the calculation of the Final Working Capital and Net Indebtedness Closing Statement, after reducing such liability by any amounts paid to Parent in respect thereof pursuant to Section 7.5(d) or (yB) any Taxes for which Purchaser Parent is responsible pursuant to Section 7.27.03(b), or (C) any Taxes to the extent of any third party insurance proceeds that have 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 Parent and the Sellers otherwise would be responsible pursuant to this Section 7.1 7.02 are set-set off or otherwise reduced by the utilization of any loss, deduction or credit of a Transferred Entity attributable to and arising in a PostPre-Closing Period (whichor a carry back of a Subsequent Loss into a Pre-Closing Period that is not permitted under Section 7.06(b), for the avoidance of doubt, then Sellers shall not include any such Tax attribute of a Transferred Company or any Subsidiary thereof as of the close of business on the Closing Date), Parent and the Sellers, jointly and severally, shall be required to pay or cause to be paid, and shall indemnify and hold harmless paid to the Purchaser Parent Tax Indemnified Parties from and against any Taxes imposed with respect the amounts the Sellers would have been required to subsequent taxable periods pay to the extent such Taxes would not have been imposed in such subsequent taxable periods but for the prior utilization of such loss, deduction Purchaser Parent Tax Indemnified Parties any amounts so set-off or creditotherwise reduced.