Common use of Action on the Closing Date Clause in Contracts

Action on the Closing Date. The Purchasers’ Representative shall cause the Target Companies not to engage in any action on the Closing Date after the Closing other than in the Ordinary Course if such action would impose any liability for Taxes on the Sellers in excess of the liability for Taxes that would be imposed on the Sellers had the Target Companies not engaged in such action. Without limitation of the preceding sentence of this Section 7.2 (Action on the Closing Date), and notwithstanding anything to the contrary in this Agreement, the Purchasers’ Representative, on behalf of the Purchasers, shall be responsible for, and shall indemnify, defend and hold harmless the Sellers’ Indemnified Parties against, any liability for Taxes to the extent of such excess.