Seller’s Tax Indemnity. Provided that the Buyer is in compliance with each of its obligations under this Agreement that are necessary to enable the Seller to pay when due any duties, taxes or service charges, etc. payable by the Seller in accordance with the terms hereof, in the event that the Seller fails to pay when due any such duties, taxes or service charges, etc. the Seller shall indemnify and hold harmless the Buyer against and from any loss, damages, expenses and claims incurred by the Buyer as a direct result of the Seller’s failure to pay such taxes, duties or service charges, etc. or the late payment thereof.
Seller’s Tax Indemnity. (i) Notwithstanding any other provisions of this Agreement, from and after the Closing Date, Seller shall promptly indemnify, protect, defend, exculpate and hold the Purchaser Indemnified Parties harmless from and against, and agree to promptly defend the Purchaser Indemnified Parties from and reimburse Purchaser Indemnified Parties for, the following amounts: (A) Taxes imposed on or with respect to Seller, its affiliates, the Company, and/or the Subsidiaries with respect to taxable years or periods ending on or before the Closing Date; (B) with respect to taxable years or periods beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Taxes of the Company and the Subsidiaries which are allocable, pursuant to clause (ii) of this Section 6.6(b), to the portion of such taxable year or period ending at the end of the day on the Closing Date (an "Interim Period") (Interim Periods and any taxable years or periods that end on or prior to the Closing Date being referred to collectively as "Pre-Effective Tax Periods"); (C) Taxes of any member of any affiliated or similar group with which the Company or any Subsidiary files or has filed a Tax Return on a consolidated, combined, affiliated, unitary or similar basis for a taxable year or period beginning before the Closing Date; (D) Taxes imposed on or with respect to a Purchaser Indemnified Party that are payable as a result of any inaccuracy in or breach of any representation, warranty or covenant made in (1) Section 2.3 or this Section 6.6 (without duplication and without regard to any disclosure or schedules), or (2) in any instrument, certificate or affidavit delivered by Seller, or caused to be delivered by Seller, at the Closing, or from any misrepresentation in any Exhibit, Schedule, certificate, or other document furnished or to be furnished to Purchaser hereunder; (E) any Taxes or other payments required to be made after the Closing Date by the Company or any Subsidiary to any party under any Tax sharing, indemnity or allocation agreement or other arrangement in effect prior to the Closing Date (whether or not written); (F) any Taxes imposed on or with respect to any Purchaser Indemnified Party as a result of Company's or any Subsidiary's having been a "taxable REIT subsidiary" within the meaning of 856(l) of the Code or otherwise as a taxable entity during any Pre-Effective Tax Period; and (G) all actual losses, damages, costs, expenses, liabilities, obligations and claim...
Seller’s Tax Indemnity. From and after the Closing Date, Seller shall pay for, and shall indemnify, defend and hold harmless each of the Buyer and Company from and against, any liability for Taxes imposed on Company in respect to the Pre-Closing Period to the extent not included in the Closing Liabilities.
Seller’s Tax Indemnity. Subject to Section 0 above, the Seller with respect to Taxes payable by or on behalf of the Company, agrees to indemnify, defend and hold harmless Purchaser and the Indemnified Parties against (i) any and all liability for Taxes of the Company Seller for any taxable period ending on or prior to the Closing Date and with respect to any taxable period that begins before and ends after the Closing Date (“Straddle Period”), only for the portion thereof ending on the Closing Date (as determined in accordance with Section 9.5(b)), and (ii) any and all withholding Taxes required pursuant to a written demand issued by a taxing authority, if any, with respect to payments made to the Seller under this Agreement, including any Taxes imposed by any taxing authority on any Indemnified Party, to the extent that the consideration payable or otherwise deliverable to such Seller under this Agreement was not reduced by any deductions or withholdings of Taxes required under the Israeli Code (“Tax Withholding Deficit”).
Seller’s Tax Indemnity. From and after Closing, Seller shall be liable for, and shall indemnify and hold harmless Purchaser and the Purchaser’s Group from and against, (i) all Taxes imposed on or with respect to Seller’s interests in the Assets or Hydrocarbon production from the Assets, that are attributable to any period, and portions thereof, ending before the Effective Time, (ii) any costs, expenses or other liabilities incurred by Purchaser as a result of the pre-Effective Time items described in Section 9.1 or Section 9.2 of this Article 9.
Seller’s Tax Indemnity. Seller agrees to indemnify, defend and hold harmless Buyer against (i) any Tax payable by or on behalf of Seller or any of its Affiliates, (ii) any Tax liability arising out of the transfer of the Purchased Assets, or assumption of the Assumed Liabilities, and (iii) with respect to any Taxes payable by Buyer with respect to the operation of the Business and the ownership of the Purchased Assets (other than Buyer's income or franchise taxes) for periods commencing prior to and ending after the Closing Date (whether or not assessed prior to the Closing Date), a pro-rata share of such Taxes, calculated as if the period ended on the Closing Date.
Seller’s Tax Indemnity. The University shall indemnify and hold Buyer harmless from and against the entirety of any Taxes which the University is responsible or required to pay under any provision of this Agreement and from and against any Losses that Buyer may suffer resulting from, arising out of, relating to, in the nature of or caused by any liability of Buyer for any such Taxes; any liability with respect to any such Taxes arising from any changes made on examination or audit; any liability of the University for Taxes of any person other than the University, whether (A) under Treasury Regulation §1.1502-6 (or any similar provision of state, local or foreign law), (B) as a transferee or successor, (C) by contract, or (D) otherwise; and any liability for Taxes which would not be owed if all warranties and representations of the Sellers hereunder had been true, complete and correct in all respects. Any indemnification pursuant hereto shall also include reasonable costs incurred by Buyer (including reasonable fees and disbursements of attorneys, accountants and expert witnesses) in connection with such indemnification claim. Any indemnification payable by the Sellers pursuant hereto shall be paid within the later of fifteen (15) days of Buyer's request therefor and five (5) days prior to the date on which the liability upon which the indemnification is based is required to be satisfied.
Seller’s Tax Indemnity. (a) Except as otherwise provided in Section 13.06(a), each Seller, jointly and severally, agrees to indemnify, defend and hold harmless Purchaser, each Transferred Subsidiary and their respective affiliates from and against any and all liability including all reasonable expenses related thereto for (i) Pre-Closing Taxes; (ii) any Excluded Liabilities related to any Taxes; (iii) any breach of any representation or warranty in Section 4.15 of this Agreement; and (iv) the non-fulfillment by RARE or any other Seller of any covenant of such Person contained in Section 6.04(vi), Article XI and Section 13.06 or in the documents contemplated hereby related to Taxes.
Seller’s Tax Indemnity. Seller shall indemnify and hold Purchaser and the Subject Company (each a "Tax Indemnitee") harmless from any and all Taxes paid by the Subject Company after the Closing Date in respect of its income, business, property or operations arising out of a breach by Seller of the representations contained in Section 2.9 hereof; provided, however, that Seller shall be liable to make an indemnity payment with respect to a particular Tax under this Section 5.3(a) only to the extent the amount of the indemnity payment for such Tax exceeds the amount reserved for such Tax on the unaudited balance sheet for the Subject Company as of January 31, 2002 (a payment made by Seller pursuant to this Section 5.3(a) being a "Tax Indemnity Payment").
Seller’s Tax Indemnity. Seller shall indemnify and hold Buyer and Company harmless from and against the entirety of any Taxes which Seller is responsible or required to pay under any provision of this Agreement and from and against any Losses that Buyer may suffer resulting from, arising out of, relating to, in the nature of or caused by any liability of Buyer or Company for any such Taxes; any liability with respect to any Taxes arising from any changes made on examination or audit; any liability of any of Company or any Subsidiary for Taxes of any person other than Company, whether (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise; any liability for Taxes arising from the use tax audit described on Schedule 2.11; and any liability for Taxes which would not be owed if all warranties and representations of Seller or Company hereunder had been true, complete and correct in all respects. Any indemnification pursuant hereto shall also include reasonable costs incurred by Buyer or Company (including reasonable fees and disbursements of attorneys, accountants and expert witnesses) in connection with such indemnification claim. Any indemnification payable by Seller pursuant hereto shall be paid within the later of fifteen (15) days of Buyer's request therefor and five (5) days prior to the date on which the liability upon which the indemnification is based is required to be satisfied.
