Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman shall be responsible for, and shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against (i) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are due with respect to periods ending on or prior to the Closing Date ("PRE-CLOSING PERIODS"), but excluding any Income Taxes resulting from any extraordinary transaction undertaken on the Closing Date after the Closing; (ii) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes with respect to any Straddle Period to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Date; (iii) all Tax Losses of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) or any of its Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treas. Reg. ss. 1.1502-6 or any analogous or similar state, local, or foreign law or regulation; (iv) any and all Tax Losses of any other Person imposed on the Company or any of its Subsidiaries, pursuant to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XI; and (vii) any and all Tax Losses relating to the transactions contemplated by this Agreement. For purposes of this Agreement, "
Indemnification Obligations With Respect to Taxes. (a) The Seller shall be responsible for, and shall indemnify, defend and hold harmless the Buyer, the Company and their Affiliates from and against:
Indemnification Obligations With Respect to Taxes. Section 5.2. Tax Returns and Payment Responsibility. *
Indemnification Obligations With Respect to Taxes. The Stockholders shall indemnify and hold harmless Buyer, its successors, heirs and assigns, and each of their affiliates, subsidiaries, stockholders, officers and directors, from and against all Losses incurred by them directly and indirectly with respect to, in connection with, or arising from:
Indemnification Obligations With Respect to Taxes. (a) The Sellers shall be responsible for, and shall indemnify, defend and hold harmless Alon and the Acquired Companies from and against:
Indemnification Obligations With Respect to Taxes. (a) Subject to Section 9.05 and Section 10.05, Acquiror may make a Claim (a “Tax Claim”) against the Escrow Amount for Damages relating to, asserted against, resulting from, imposed upon or incurred by any member of the Acquiror Group and which arise or are alleged to arise from, by reason of or resulting from, directly or indirectly, any of the following: (i) all Taxes of the Company or any Subsidiary with respect to Pre-Closing Tax Periods; (ii) all Taxes of the Company or any Subsidiary under Federal Income Tax Regulation 1.1502-6 (or comparable provisions of state or local law or regulation) solely as a result of the Company or any Subsidiary having filed Tax Returns before the Closing Date on a consolidated, combined or unitary basis with any other Person; (iii) Taxes of any other Person for which responsibility is on the Company or any Subsidiary by Contract or otherwise; and (iv) any misrepresentation or inaccuracy of any representation or warranty made by the Company or any Subsidiary in Section 3.19 and any breach of any covenant, agreement or obligation of the Company with respect to Taxes contained in this Agreement, except to the extent such liabilities are otherwise indemnified pursuant to the foregoing clauses (i)–(iii). For purposes of this Section 10.01(a), Taxes relating to Company and a Subsidiary shall include any Taxes imposed on a predecessor entity and which the Company or Subsidiary is treated as a successor.
Indemnification Obligations With Respect to Taxes. (a) The Sellers shall be responsible for, and shall indemnify, defend and hold harmless Standard Pacific, Buyer and the Acquired Companies from and against:
Indemnification Obligations With Respect to Taxes. The Seller shall indemnify, defend and hold harmless the Buyer and the Company from and against (i) all Taxes of the Company (or any predecessor of the Company) with respect to Pre-Closing Tax Periods, and (ii) all Taxes for which the Company may be liable as a result of having filed or filing a consolidated, unitary, combined or similar Tax Return for any Pre-Closing Tax Period (including, for each of (i) and (ii), all interest, penalties and additions to Tax imposed with respect to such Taxes, regardless of the period(s) to which such interest, penalties and additions relate). The Buyer shall indemnify, defend and hold harmless the Seller from and against all Taxes of the Company with respect to Post-Closing Tax Periods, excluding all interest, penalties and additions to Tax described in Section 5.1(a) and all Taxes described in Section 5.1(a)(ii) or attributable to any breach or inaccuracy of Section 2.15, and except as provided in Section 5.6. For purposes of this Article V, whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a "closing of the books basis" by assuming that the books of the Company are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, with respect to assets placed in service by the Company before the Closing Date; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.
Indemnification Obligations With Respect to Taxes. (a) Seller shall indemnify Buyer Indemnified Parties and each of their respective Representatives, without duplication, (i) from and against all Losses with respect to Taxes of the Company and the Company Subsidiaries with respect to Pre-Closing Tax Periods; (ii) from and against all Losses with respect to Taxes in respect of any Withheld Property; and (iii) from and against all Losses arising from or out of any breach of any representation or warranty of the Company in Section 4.16, except in each case (A) to the extent specifically included as an accrual in Closing Working Capital for purposes of the calculation of the Purchase Price Adjustment or included in the calculation of the Real Estate Tax Proration amount or (B) to the extent such Losses or Taxes would not have been incurred in the absence of the Subsidiaries Sale, provided, however, that this clause (B) shall not apply in a case where such Losses or Taxes arise from or out of any breach of any representation or warranty of the Company set forth in Section 4.16 or to the extent such Losses or Taxes would have been incurred if Buyer had bought Shares in the absence of the Subsidiaries Sale.
Indemnification Obligations With Respect to Taxes. (a) The Stockholders shall, jointly and severally, be responsible for, and shall indemnify, defend and hold harmless Eclipsys and EPSI from and against:
