Common use of Seller Indemnity Clause in Contracts

Seller Indemnity. Parent and Seller shall jointly and severally indemnify and hold harmless on an after-tax basis the Purchaser, the Company and its Subsidiaries and their respective Affiliates from and against, without duplication, (i) any Income Taxes of the Company and its Subsidiaries for any Pre-Closing Period or resulting from any transaction in the Pre-Closing Period (including any Taxes resulting from the Section 338 Elections); (ii) any Income Taxes of any Person other than the Company and its Subsidiaries, including any Taxes for which the Company or any of its Subsidiaries are liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwise; (iii) any sales and use Taxes of the Company and its Subsidiaries for any Pre-Closing Period, except for sales and use Taxes that have been reserved or otherwise accrued or reflected as a liability on the Closing Date Balance Sheet; (iv) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date, of the "selling consolidated group" (as defined in Section 338(h)(10)(B) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; and (v) any Loss incurred by the Purchaser or any of its Affiliates to the extent arising out of or resulting from any breach of (A) any covenant or agreement contained in Section 5.01(b)(viii) to the extent such covenant or agreement has been made with respect to Income Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VII.

Seller Indemnity. Parent and Seller shall jointly and severally indemnify and hold harmless on an after-tax basis the Purchaser, the Company and its Company, the Subsidiaries and each of their respective Affiliates officers, directors, employees, agents and successors and assigns, from and againstagainst all Income and Property Taxes including, without duplicationlimitation, all assessments and adjustments from audits by any Tax authorities (a) with respect to all periods ending on or prior to the Closing Date, (ib) with respect to any Income Taxes period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Company and its Subsidiaries for any Closing Date (such portion, a "Pre-Closing Period Partial Period"), or resulting from (c) of Seller and any transaction in the Pre-Closing Period (including any Taxes resulting from the Section 338 Elections); (ii) any Income Taxes of any Person other entity, other than the Company and its the Subsidiaries, including any Taxes for which is or has been affiliated with Seller, as a result of Treasury Regulation ss.1.1502-6(a) or otherwise due to the affiliated relationship. Notwithstanding the foregoing, Seller shall not be required to indemnify Purchaser, the Company or any Subsidiary for additional Taxes payable as a result of its Subsidiaries are liable an election made (or deemed made) under Section 1.1502-6 338 of the Treasury Regulations (Code, or any similar comparable provision of statestate or local law. Seller shall be entitled to any net refunds of Income and Property Taxes (including interest thereon less any Taxes payable by the Company thereon and less costs of collection) with respect to the periods described in clauses (a) and (b) above, local or foreign Tax law), as a transferee or successor, by contract or otherwise; (iii) any sales and use Taxes except those reflected on the 1994 Audited Financial Statements of the Company or a Subsidiary as of December 31, 1994. The Company and the Subsidiaries may carry back any loss or other tax benefit into tax returns of Seller and its Subsidiaries Affiliates for any Pre-Closing Period, except for sales and use Taxes that have been reserved tax periods ending on or otherwise accrued before (or reflected as a liability on the Closing Date Balance Sheet; (ivwhich include) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date; provided, however, that: (i) Seller shall be entitled to retain any refunds generated as a result of the "selling consolidated group" such carryback, (as defined in Section 338(h)(10)(Bii) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; Purchaser shall indemnify and (v) any Loss incurred by the Purchaser or any hold harmless Seller and each of its officers, directors, employees, agents and successors and assigns, from and against the loss of any tax benefits Seller or its Affiliates would have otherwise been entitled to the extent arising out of or resulting from any breach of (A) any covenant or agreement contained in Section 5.01(b)(viii) if such carryback had not occurred, to the extent such covenant or agreement has been made with respect loss exceeds the refund retained by Seller, and (iii) Purchaser shall pay Seller an administrative charge for the preparation of any amended filings to utilize such carrybacks at the rate of $150 per hour to the extent such cost exceeds the refund retained by Seller which is not taken into account in clause (ii), above. Seller's indemnity to pay Income and Property Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VII.under this

Seller Indemnity. Parent and Seller shall jointly and severally indemnify and hold harmless on an after-tax basis the Purchaser, the Company and its Company, the Subsidiaries and each of their respective Affiliates officers, directors, employees, agents and successors and assigns, from and againstagainst all Income and Property Taxes including, without duplicationlimitation, all assessments and adjustments from audits by any Tax authorities (a) with respect to all periods ending on or prior to the Closing Date, (ib) with respect to any Income Taxes period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such period up to and including the Company and its Subsidiaries for any Closing Date (such portion, a "Pre-Closing Period Partial Period"), or resulting from (c) of Seller and any transaction in the Pre-Closing Period (including any Taxes resulting from the Section 338 Elections); (ii) any Income Taxes of any Person other entity, other than the Company and its the Subsidiaries, including any Taxes for which is or has been affiliated with Seller, as a result of Treasury Regulation Section 1.1502-6(a) or otherwise due to the affiliated relationship. Notwithstanding the foregoing, Seller shall not be required to indemnify Purchaser, the Company or any Subsidiary for additional Taxes payable as a result of its Subsidiaries are liable an election made (or deemed made) under Section 1.1502-6 338 of the Treasury Regulations (Code, or any similar comparable provision of statestate or local law. Seller shall be entitled to any net refunds of Income and Property Taxes (including interest thereon less any Taxes payable by the Company thereon and less costs of collection) with respect to the periods described in clauses (a) and (b) above, local or foreign Tax law), as a transferee or successor, by contract or otherwise; (iii) any sales and use Taxes except those reflected on the 1994 Audited Financial Statements of the Company or a Subsidiary as of December 31, 1994. The Company and the Subsidiaries may carry back any loss or other tax benefit into tax returns of Seller and its Subsidiaries Affiliates for any Pre-Closing Period, except for sales and use Taxes that have been reserved tax periods ending on or otherwise accrued before (or reflected as a liability on the Closing Date Balance Sheet; (ivwhich include) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date; provided, however, that: (i) Seller shall be entitled to retain any refunds generated as a result of the "selling consolidated group" such carryback, (as defined in Section 338(h)(10)(Bii) of the Code) of which Ford Motor Company is the common parent, provided that, but for such inability, a valid election under Section 338(h)(10) of the Code could have been made; Purchaser shall indemnify and (v) any Loss incurred by the Purchaser or any hold harmless Seller and each of its officers, directors, employees, agents and successors and assigns, from and against the loss of any tax benefits Seller or its Affiliates would have otherwise been entitled to the extent arising out of or resulting from any breach of (A) any covenant or agreement contained in Section 5.01(b)(viii) if such carryback had not occurred, to the extent such covenant or agreement has been made with respect loss exceeds the refund retained by Seller, and (iii) Purchaser shall pay Seller an administrative charge for the preparation of any amended filings to utilize such carrybacks at the rate of $150 per hour to the extent such cost exceeds the refund retained by Seller which is not taken into account in clause (ii), above. Seller's indemnity to pay Income and Property Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VII.under this

Seller Indemnity. Parent Upon the terms and subject to the conditions of this Article IX, from and after the Closing Date, the Seller shall jointly and severally indemnify hereby agrees to indemnify, defend and hold harmless on an after-tax basis the Purchaser, the Company Purchaser and its Subsidiaries Affiliates and their respective Affiliates Representatives, successors and assigns (each, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”) from and againstagainst any Damages incurred by any Purchaser Indemnified Party to the extent arising out of, without duplicationrelating to or resulting from (or constituting, in the case of clause (iii)): (i) any Income Taxes breach of any representation or warranty of the Company Seller set forth in Article III of this Agreement or of the Companies set forth in Article IV of this Agreement, as of the Closing Date (other than representations and its Subsidiaries warranties that address matters only as of an earlier date, in which case, as of such earlier date) (provided that, for purposes of this Section 9.1(a), any Pre-Closing Period materiality, material adverse effect, “Seller Material Adverse Effect” or resulting from any transaction “Xxxxx Xxxxxxxx Adverse Effect” qualification therein shall be disregarded and not given effect, except in the Pre-Closing Period case of the representations and warranties set forth in Section 4.7(a), (including b) and (f) (Financial Statements; Indebtedness), Section 4.8 (No Xxxxx Xxxxxxxx Adverse Effect; Absence of Certain Developments), the categories of Material Group Contracts in Section 4.16(a) (Contracts) and the word “Material” in the term “Material Group Contracts” and provided further that, any indemnification for Conveyance Taxes resulting from the as a result of a breach of Section 338 Elections4.13(s) shall be subject to Section 10.6 (Conveyance Taxes)); (ii) any Income Taxes breach of any Person other than covenant or agreement of the Company and its Subsidiaries, including any Taxes for which the Company Seller or any of its Subsidiaries are liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Tax law), as a transferee or successor, by contract or otherwiseCompany set forth in this Agreement; (iii) any sales and use Conveyance Taxes of for which the Company and its Subsidiaries for any Pre-Closing Period, except for sales and use Taxes that have been reserved or otherwise accrued or reflected as a liability on the Closing Date Balance SheetSeller is liable under Section 10.6 (Conveyance Taxes); (iv) any Taxes imposed on the Purchaser, the Company and its Subsidiaries resulting from the inability to make a valid election under Section 338(h)(10) of the Code pursuant to Section 7.08 hereof due to the Company not being a member, as of the Closing Date, of the "selling consolidated group" (as defined in Section 338(h)(10)(B) of the Code) of which Ford Motor Company is the common parentSpecified Swaps, provided thatthat the Seller shall indemnify, but for such inability, a valid election under Section 338(h)(10) defend and hold harmless the Purchaser Indemnified Parties from and against only 90% of the Code could have been made; and (v) any Loss Damages incurred by the any Purchaser or any of its Affiliates Indemnified Party to the extent arising out of of, relating to or resulting from the Specified Swaps; (v) the Specified Taxes, provided that the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against only 50% of any breach of Specified Taxes; or (Avi) any covenant or agreement contained in Section 5.01(b)(viii) to the extent such covenant or agreement has been made with respect to Income Taxes or sales and use Taxes or (B) any covenant or agreement by the Seller contained in Article VIIDisclosed Taxes.