Examples of Purchaser Tax Indemnified Parties in a sentence
The Seller hereby indemnifies Purchaser, its Affiliates and their respective directors and officers (“Purchaser Tax Indemnified Parties”) from any withholding obligation and any Taxes related thereto with respect to the sale of the Sale Shares and any related interest, penalties, reasonable attorneys’ fees and other out-of-pocket expenses, in each case as and when incurred (collectively, “Tax Losses”) and shall defend and hold the Purchaser Tax Indemnified Parties harmless from the Tax Losses.
The Seller hereby indemnifies Purchaser, its Affiliates and their respective directors and officers (“Purchaser Tax Indemnified Parties”) from any withholding obligation and any Taxes related thereto with respect to the sale of the Sale ADSs and any related interest, penalties, reasonable attorneys’ fees and other out-of-pocket expenses, in each case as and when incurred (collectively, “Tax Losses”) and shall defend and hold the Purchaser Tax Indemnified Parties harmless from the Tax Losses.
For the avoidance of doubt, (i) this Section 10.7 shall not limit the ability of the Purchaser Tax Indemnified Parties to seek indemnification in relation to breaches relating to the Section 336(e) Elections or 338(h)(10) Elections or of the Seller Tax Indemnified Parties to seek indemnification relating to breaches relating to the Purchase Price Allocation Schedule and (ii) Section 10.7(b) shall not apply to damages to the extent arising out of or related to any breach of Section 3.15(a)(xii).
To the extent not assumed by Purchaser, the Transferred Companies or their respective Subsidiaries pursuant to the foregoing, Parent and the Sellers shall be solely responsible for and shall indemnify and hold the Purchaser Tax Indemnified Parties harmless for the amount of the Pro-Rata Bonus Payments (together with any and all withholding, employment and other Taxes and all social and national insurance contributions and similar payments in connection therewith).