Common use of Indemnification Obligations With Respect to Taxes Clause in Contracts

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) Subject to CSC and the limitations in Section 11.1(b), Northrop Grumman Seller shall be responsible forpay, and shall indemnify, defend and hold harmless Parent, Acquisition and the Purchaser Indemnified Parties Dyn International Companies from and against (i) all Tax Losses income Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are due Dyn International Companies with respect to Tax periods ending on or prior before the Closing Date and with respect to any Tax Period that includes but does not end on the Closing Date ("PREa “Straddle Period”) as allocated to CSC and the Seller pursuant to Section 5.1(b) (“Pre-CLOSING PERIODS"Closing Tax 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 income 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 the Dyn International Companies is or was a member on or prior to the Closing Date, including by reason of the liability of such Dyn International Company pursuant to Treas. Reg. ss. Treasury Regulation Section 1.1502-6 6(a) or any analogous or similar state, local, local or foreign law or regulation; , (iviii) any and subject to the survival period set forth in Section 7.1, all Tax Losses of (as defined in Section 7.2(a)) incurred by Acquisition or any other Person imposed on the Company or any Acquisition Indemnified Party (as defined in Section 7.2(a)) arising out 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 the representations and warranties contained in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XI; 2.13(g), and (viiiv) all Taxes of the Dyn International Companies, other than income Taxes, with respect to Pre-Closing Tax Periods, which are not reflected in the determination of the Final Working Capital Surplus or Final Working Capital Shortfall, as the case may be. CSC and the Seller shall be entitled to (i) any and all income Tax Losses refund relating to the transactions contemplated by this Agreement. Dyn International Companies for Tax periods ending on or before the Closing Date and (ii) any other Tax refunds (other than Texas Sales Tax Refunds) relating to the Dyn International Companies for Tax periods ending on or before the Closing Date which are not reflected in the determination of the Final Working Capital Surplus or Final Working Capital Shortfall, as the case may be.. For purposes the avoidance of doubt, the provisions of this Agreement, "Section 5.1(a) are not subject to the limitations set forth in Section 7.6 hereof.

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“Pre-CLOSING PERIODS"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) Subject to CSC and the limitations in Section 11.1(b), Northrop Grumman Seller shall be responsible forpay, and shall indemnify, defend and hold harmless Parent, Acquisition and the Purchaser Indemnified Parties Dyn International Companies from and against (i) all Tax Losses income Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are due Dyn International Companies with respect to Tax periods ending on or prior before the Closing Date and with respect to any Tax Period that includes but does not end on the Closing Date (a "PREStraddle Period") as allocated to CSC and the Seller pursuant to Section 5.1(b) ("Pre-CLOSING PERIODSClosing Tax 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 income 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 the Dyn International Companies is or was a member on or prior to the Closing Date, including by reason of the liability of such Dyn International Company pursuant to Treas. Reg. ss. Treasury Regulation Section 1.1502-6 6(a) or any analogous or similar state, local, local or foreign law or regulation; , (iviii) any and subject to the survival period set forth in Section 7.1, all Tax Losses of (as defined in Section 7.2(a)) incurred by Acquisition or any other Person imposed on the Company or any Acquisition Indemnified Party (as defined in Section 7.2(a)) arising out 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 the representations and warranties contained in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XI; 2.13(g), and (viiiv) all Taxes of the Dyn International Companies, other than income Taxes, with respect to Pre-Closing Tax Periods, which are not reflected in the determination of the Final Working Capital Surplus or Final Working Capital Shortfall, as the case may be. CSC and the Seller shall be entitled to (i) any and all income Tax Losses refund relating to the transactions contemplated by this Agreement. Dyn International Companies for Tax periods ending on or before the Closing Date and (ii) any other Tax refunds (other than Texas Sales Tax Refunds) relating to the Dyn International Companies for Tax periods ending on or before the Closing Date which are not reflected in the determination of the Final Working Capital Surplus or Final Working Capital Shortfall, as the case may be.. For purposes the avoidance of doubt, the provisions of this Agreement, "Section 5.1(a) are not subject to the limitations set forth in Section 7.6 hereof.

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman Seller shall be responsible for, and shall indemnify, defend and hold harmless the harmless, without duplication, Purchaser Indemnified Parties Indemnitees from and against any Loss attributable to (i) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes Companies 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 ClosingReference Date; (ii) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes Companies that are due 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 Reference Date; (iii) all Tax Losses Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Companies (or any predecessor) or predecessor of any of its Subsidiaries them) is or was a member on or prior to the Closing Date, including pursuant to Treas. Reg. ss. Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or foreign law or regulation; (iv) any and all Tax Losses Taxes of any other Person imposed on the Company or any of its Subsidiariesthe Companies, pursuant to any Tax sharing agreement or similar arrangementarrangement entered into on or prior to the Closing Date, or as a transferee or successor, by contract or otherwiseotherwise with respect to any tax period ending on or prior to the Closing Date; (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(e3.9; (vi) except as provided in Section 9.2(d), any and all Taxes of any Person resulting from, arising out of or any covenants or agreements made by Northrop Grumman in this Article XIconnection with the sale of the Shares; and (vii) any and all Tax Losses relating Taxes of any of the Companies accruing during the period beginning after the Reference Date and ending on the Closing Date and attributable to actions taken solely by or at the sole request or sole initiative of Seller (including the sale of Sunburst Technology Corporation or any similar or related transaction and the AMPS Transactions), other than Taxes arising from the ordinary course of the Company’s trade or business; provided, that Seller shall be liable under this Section 9.1(a) only to the transactions contemplated extent that the aggregate amount of Taxes covered by this Agreement. For purposes Section 9.1(a) exceeds the aggregate amount, if any, in respect of this Agreement, "Taxes that has been taken into account in determining the Adjusted Purchase Price.