Common use of Tax Sharing and Indemnification Clause in Contracts

Tax Sharing and Indemnification. The Seller shall indemnify, defend and hold harmless the Buyer and the Company from and against any and all Taxes that may be imposed on or assessed against or otherwise claimed to be due from the Buyer with respect to the Company, or its Tax Affiliates or the assets of the Company or its Tax Affiliates: (A) with respect to taxable periods ending on or prior to the Closing Date; (B) with respect to any and all Taxes of any member of a consolidated, combined or unitary group of which the Company or any predecessor thereof is or was a member (other than the Company) on or prior to the Closing Date, by reason of the liability of the Company pursuant to Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local or foreign law or regulation; (C) arising by reason or any breach by the Seller of the representations, warranties and covenants contained in Section 2.22 hereof; (D) by reason of being a successor-in-interest or transferee of another entity on or prior to the Closing Date; (E) with respect to any and all Taxes allocated to the Seller pursuant to Section 9.8(c) hereof; and (F) arising from an election or deemed election imposed by a taxing authority under Section 338(h)(10) of the Code (or any comparable provision of state, local or foreign law) with respect to the purchase of the Shares. The Seller shall also pay or cause to be paid and shall indemnify and hold harmless the Buyer, the Company and the Tax Affiliates from and against (x) any liability arising under any Tax sharing, Tax indemnity, Tax allocation or similar agreement (whether or not written) to which the Company or any predecessor or transferor with respect thereto is a party or is bound ("Tax Sharing Payments") and (y) all losses, damages and reasonable third party costs and expenses (including reasonable attorney, accountant and expert witness fees) ("Related Costs") incurred in connection with the Taxes or Tax Sharing Payments for which the Seller indemnifies the Buyer, the Company and their Tax Affiliates pursuant to this Section 9.8(a) (or any asserted deficiency, claim, demand or assessment, including the defense or settlement thereof relating to such Taxes or Tax Sharing Payments) or the enforcement of this Section 9.8(a).

Tax Sharing and Indemnification. The Seller shall will indemnify, defend and hold harmless the Buyer and the Company from and against any and all Taxes that may be imposed on or assessed against or otherwise claimed to be due from the Buyer with respect to any of the CompanyCompanies or Tax Affiliate, or the assets of any such Company or its Tax Affiliates or the assets of the Company or its Tax Affiliates: (A) with respect to taxable periods ending on or prior to the Closing Date; (B) with respect to any and all Taxes of any member of a consolidated, combined or unitary group of which any of the Company Companies or any predecessor thereof is or was a member (other than the a Company) on or prior to the Closing Date, by reason of the liability of the such Company pursuant to Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local or foreign law or regulation; (C) arising by reason or of any breach by the Seller of the representations, warranties and covenants contained in Section 2.22 hereof4(k); (D) by reason of being a successor-in-interest or transferee of another entity on or prior to the Closing Date; (E) with respect to any and all Taxes allocated to the Seller pursuant to Section 9.8(c10(c) hereof; and (F) arising from an election or deemed election imposed by a taxing authority under Section 338(h)(10338 (h)(10) of the Code (or any comparable provision of state, local or foreign law) with respect to the purchase of the Sub 1 Shares and Sub 2 Shares. The Seller shall will also pay or cause to be paid and shall will indemnify and hold harmless the Buyer, the each Company and the their Tax Affiliates from and against (x) any liability arising under any Tax sharing, Tax indemnity, Tax allocation or similar agreement (whether or not written) to which any of the Company Companies or any predecessor or transferor with respect thereto is a party or is bound ("Tax Sharing Payments") and (y) all losses, damages and reasonable third party costs and expenses (including reasonable attorney, accountant and expert witness fees) ("Related Costs") incurred in connection with the Taxes or Tax Sharing Payments for which the Seller indemnifies the Buyer, the each Company and their Tax Affiliates pursuant to this Section 9.8(a10(a) (or any asserted deficiency, claim, demand or assessment, including the defense or settlement thereof relating to such Taxes or Tax Sharing Payments) or the enforcement of this Section 9.8(a10(a).

Tax Sharing and Indemnification. (i) The Seller Sellers shall indemnify, defend indemnify and hold harmless the Buyer and its Affiliates, each Subject Subsidiary, each Subsidiary of any Subject Subsidiary, the Company from Trust and against any their respective directors, officers, employees, representatives, agents, successors and all Taxes that may be imposed on or assessed against or otherwise claimed to be due from the Buyer with respect to the Company, or its Tax Affiliates or the assets of the Company or its Tax Affiliates: (A) with respect to taxable periods ending on or prior to the Closing Date; (B) assigns with respect to any and all Losses that may be imposed on the Buyer, any Subject Subsidiary, any Subsidiary of any Subject Subsidiary, or in respect of the Purchased Assets resulting from (A) any Taxes of any member CFC Party for any Pre-Funding Tax Period, (B) any Taxes of a consolidated, combined or unitary group of which the Company any Affiliated Group that includes Parent or any predecessor thereof is or was a member (other than the Company) on or prior to the Closing DateCFC Party, by reason of the liability of the Company pursuant to including any Liability for Tax under Treasury Regulation Section 1.1502-6(a) 6 or any analogous comparable state, local or similar foreign Tax provision, except for any Taxes of any Subject Subsidiary (or a Subsidiary of a Subject Subsidiary after the Funding Date) for any Post-Funding Tax Period relating to an Affiliated Group of which the Subject Subsidiary (or such Subsidiary of a Subject Subsidiary) is a member after the Funding Date, (C) any breach of any representation or warranty of the Sellers contained in Section 3.22 hereof or any schedule delivered pursuant thereto, (D) any Taxes arising from a Section 338 Election with respect to any CFC Party, or (E) any Taxes arising out of the application of any bulk sale rule under federal, state, local or foreign law or regulation; (C) arising by reason or any breach by the Seller of the representations, warranties and covenants contained in Section 2.22 hereof; (D) by reason of being a successor-in-interest or transferee of another entity on or prior to the Closing Date; (E) with respect to any transaction contemplated by this Agreement including Taxes resulting from the failure to comply with any such bulk sale rule applicable in respect of any sales and all Taxes allocated to the Seller pursuant to Section 9.8(cuse taxes. (ii) hereof; and (F) arising from an election or deemed election imposed by a taxing authority under Section 338(h)(10) of the Code (or For any comparable provision of federal, state, local or foreign lawTax purposes, Taxes, if any, attributable to a Straddle Period of any Subject Subsidiary or any Subsidiary of a Subject Subsidiary shall be allocated to (A) the Sellers for the Pre-Funding Tax Period, and (B) the Buyer for the Post-Funding Tax Period. For purposes of the preceding sentence, Taxes for the Pre-Funding Tax Period and for the Post-Funding Tax Period of each Straddle Period shall be determined on the basis of an interim closing of the books as of the close of business on the Funding Date as if such Straddle Period consisted of one Taxable period ending at the close of business on the Funding Date followed by a Taxable period beginning on the day following the Funding Date. For purposes of this subparagraph (ii), exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a daily basis. Real, personal and intangible property Taxes of any Selling Subsidiary, any Subject Subsidiary or any Subsidiary of a Subject Subsidiary shall be equal to the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Funding Tax Period and the denominator of which is the total number of days in the Straddle Period. For purposes of this Section 5.1 and the representation contained in Section 3.22 hereof, any Tax that is based in whole or in part on income earned during a particular Taxable period shall be deemed to be a Tax attributable to and imposed in respect of such Taxable period; provided, that for purposes of this sentence, the term "Taxable period" shall include any portion of a Taxable period that ends on and includes the Funding Date. (iii) Except as otherwise provided in Section 5.1, if a payment is required under Section 5.1, the Sellers shall discharge their obligation by paying the amount due not later than 10 days after notice to the Sellers stating that an amount is owed under Section 5.1 to the Buyer, the amount thereof, and that an indemnity payment is requested. (iv) For the avoidance of doubt, any amount payable by the Sellers pursuant to Section 5.1(b) hereof shall be reduced by any estimated tax paid prior to the Funding with respect to the purchase of the Shares. The Seller shall also pay or cause to be paid and shall indemnify and hold harmless the Buyer, the Company and the Tax Affiliates from and against (x) any liability arising under any Tax sharing, Tax indemnity, Tax allocation or similar agreement (whether or not written) to which the Company or any predecessor or transferor with respect thereto is a party or is bound ("Tax Sharing Payments") and (y) all losses, damages and reasonable third party costs and expenses (including reasonable attorney, accountant and expert witness fees) ("Related Costs") incurred in connection with the Taxes or Tax Sharing Payments for which the Seller indemnifies the Buyer, the Company and their Tax Affiliates pursuant to this Buyer would otherwise have been liable under Section 9.8(a) (or any asserted deficiency, claim, demand or assessment, including the defense or settlement thereof relating to such Taxes or Tax Sharing Payments) or the enforcement of this Section 9.8(a5.1(b)(i).

Tax Sharing and Indemnification. (i) The Seller Sellers shall indemnify, defend indemnify and hold harmless the Buyer and the Company from its Affiliates, each Subject Subsidiary, each Subsidiary of any Subject Subsidiary, and against any their respective directors, officers, employees, representatives, agents, successors and all Taxes that may be imposed on or assessed against or otherwise claimed to be due from the Buyer with respect to the Company, or its Tax Affiliates or the assets of the Company or its Tax Affiliates: (A) with respect to taxable periods ending on or prior to the Closing Date; (B) assigns with respect to any and all Losses that may be imposed on the Buyer, any Subject Subsidiary, any Subsidiary of any Subject Subsidiary, or in respect of the Purchased Assets resulting from (A) any Taxes of any member CFC Party for any Pre-Closing Tax Period, (B) any Taxes of a consolidated, combined or unitary group of which the Company any Affiliated Group that includes Parent or any predecessor thereof is or was a member (other than the Company) on or prior to the Closing DateCFC Party, by reason of the liability of the Company pursuant to including any Liability for Tax under Treasury Regulation Section 1.1502-6(a) 6 or any analogous comparable state, local or similar foreign Tax provision, except for any Taxes of any Subject Subsidiary (or a Subsidiary of a Subject Subsidiary after the Closing Date) for any Post-Closing Tax Period relating to an Affiliated Group of which the Subject Subsidiary (or such Subsidiary of a Subject Subsidiary) is a member after the Closing Date, (C) any breach of any representation or warranty of the Sellers contained in Section 3.22 or any schedule delivered pursuant thereto, (D) any Taxes arising ------------ from a Section 338 Election with respect to any CFC Party, or (E) any Taxes arising out of the application of any bulk sale rule under federal, state, local or foreign law or regulation; (C) arising by reason or any breach by the Seller of the representations, warranties and covenants contained in Section 2.22 hereof; (D) by reason of being a successor-in-interest or transferee of another entity on or prior to the Closing Date; (E) with respect to any transaction contemplated by this Agreement including Taxes resulting from the failure to comply with any such bulk sale rule applicable in respect of any sales and all Taxes allocated to the Seller pursuant to Section 9.8(cuse taxes. (ii) hereof; and (F) arising from an election or deemed election imposed by a taxing authority under Section 338(h)(10) of the Code (or For any comparable provision of federal, state, local or foreign lawTax purposes, Taxes, if any, attributable to a Straddle Period of any Subject Subsidiary or any Subsidiary of a Subject Subsidiary shall be allocated to (A) the Sellers for the Pre-Closing Tax Period, and (B) the Buyer for the Post-Closing Tax Period. For purposes of the preceding sentence, Taxes for the Pre-Closing Tax Period and for the Post-Closing Tax Period of each Straddle Period shall be determined on the basis of an interim closing of the books as of the close of business on the Closing Date as if such Straddle Period consisted of one Taxable period ending at the close of business on the Closing Date followed by a Taxable period beginning on the day following the Closing Date. For purposes of this subparagraph (ii), exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a daily basis. Real, personal and intangible property Taxes of any Selling Subsidiary or any Subsidiary of any Subject Subsidiary or any Subsidiary of a Subject Subsidiary shall be equal to the amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period. For purposes of this Section 5.1 and the representation contained in Section 3.22, any Tax that is based in whole or in part on income earned during a particular Taxable period shall be deemed to be a Tax attributable to and imposed in respect of such Taxable period; provided, that for purposes of this sentence, the term "Taxable period" shall include any portion of a Taxable period that ends on and includes the Closing Date. (iii) Except as otherwise provided in Section 5.1, if a payment is required under Section 5.1, the Sellers shall discharge their obligation by paying the amount due not later than 10 days after notice to the Sellers stating that an amount is owed under Section 5.1 to the Buyer, the amount thereof, and that an indemnity payment is requested. (iv) For the avoidance of doubt, any amount payable by the Sellers pursuant to Section 5.1(a) shall be reduced by any estimated tax paid prior to Closing with respect to the purchase of the Shares. The Seller shall also pay or cause to be paid and shall indemnify and hold harmless the Buyer, the Company and the Tax Affiliates from and against (x) any liability arising under any Tax sharing, Tax indemnity, Tax allocation or similar agreement (whether or not written) to which the Company or any predecessor or transferor with respect thereto is a party or is bound ("Tax Sharing Payments") and (y) all losses, damages and reasonable third party costs and expenses (including reasonable attorney, accountant and expert witness fees) ("Related Costs") incurred in connection with the Taxes or Tax Sharing Payments for which the Seller indemnifies the Buyer, the Company and their Tax Affiliates pursuant to this Buyer would otherwise have been liable under Section 9.8(a) (or any asserted deficiency, claim, demand or assessment, including the defense or settlement thereof relating to such Taxes or Tax Sharing Payments) or the enforcement of this Section 9.8(a5.1(b)(i).