Taxes Through Effective Date Clause Samples

Taxes Through Effective Date. Seller shall be solely responsible for and shall indemnify and hold harmless Purchaser for all Taxes with respect to the Business and the Purchased Assets for or pertaining to all periods up to and including the Effective Date, and for value added tax output tax for supplies made by Seller during periods up to and including the Closing Date and Purchaser shall be responsible for and indemnify and hold harmless Seller for all Taxes (other than value added tax output tax for supplies made by Seller during periods up to and including the Closing Date) with respect to the Business and the Purchased Assets for or pertaining to all periods thereafter, except that any Taxes imposed upon the ownership of property over any particular period which included the Effective Date, or similar tax, shall be prorated over the period ending on the Effective Date and the period thereafter. Any claim for indemnification hereunder shall be subject to the procedures set forth in Article 9 hereof.