Common use of Shareholder Indemnification for Tax Liabilities Clause in Contracts

Shareholder Indemnification for Tax Liabilities. The Shareholders, severally (according to the relative percentage of the outstanding shares of Company common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each hereby indemnify and hold the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the S Short Year and the primary liability of the Shareholders, or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of an amended return, claim for refund, audit, judicial decision or otherwise (each, a “Tax Proceeding”)) to the taxable income of the Shareholders for any period, including the S Short Year or thereafter, which (in the case of this clause (ii)) results in a decrease for any period in the Shareholders’ taxable income and a corresponding increase for any period in the taxable income of the Company.

Shareholder Indemnification for Tax Liabilities. The ----------------------------------------------- Shareholders, severally (according to the relative percentage of the outstanding shares of Company common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each hereby indemnify and hold the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the S Short Year and or any period ending prior to the primary liability of the ShareholdersTermination Date, or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of an amended return, claim for refund, audit, judicial decision or otherwise (each, a “Tax Proceeding”)otherwise) to the taxable income of the Shareholders for any periodperiod (including, including without limitation, the S Short Year or thereafter, Year) which (in the case of this clause (ii)) results in a decrease for any period in the Shareholders’ ' taxable income and a corresponding increase for any period in the taxable income of the Company.

Shareholder Indemnification for Tax Liabilities. The Shareholders, severally (according to the relative percentage of the outstanding shares of Company common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each hereby indemnify and hold the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the S Short Year and or any period ending prior to the primary liability of the ShareholdersTermination Date, or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of an amended return, claim for refund, audit, judicial decision or otherwise (each, a “Tax Proceeding”)otherwise) to the taxable income of the Shareholders for any periodperiod (including, including without limitation, the S Short Year or thereafter, Year) which (in the case of this clause (ii)) results in a decrease for any period in the Shareholders’ ' taxable income and a corresponding increase for any period in the taxable income of the Company.

Shareholder Indemnification for Tax Liabilities. The Shareholders, ----------------------------------------------- severally (according to the relative percentage of the outstanding shares of Company common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each hereby indemnify and hold the Company harmless from, against and in respect of any unpaid income tax liabilities of the Company (including interest and penalties imposed thereon) (i) which are attributable to the S Short Year and or any period ending prior to the primary liability of the ShareholdersTermination Date, or (ii) which are incurred by the Company as a result of a final determination of an adjustment (by reason of an amended return, claim for refund, audit, judicial decision or otherwise (each, a “Tax Proceeding”)otherwise) to the taxable income of the Shareholders for any periodperiod (including, including without limitation, the S Short Year or thereafter, Year) which (in the case of this clause (ii)) results in a decrease for any period in the Shareholders’ ' taxable income and a corresponding increase for any period in the taxable income of the Company.

Shareholder Indemnification for Tax Liabilities. The Shareholders, ----------------------------------------------- severally (according to the relative percentage of the outstanding shares of Company the Company's common stock owned by each Shareholder on the last day of any applicable period to which a liability described below relates) and not jointly, each hereby indemnify and hold the Company ACSYS harmless from, against and in respect of any unpaid federal, state and local income tax liabilities of the Company (ACSYS, including interest and penalties imposed thereon) thereon (i) which are attributable to any taxable period (or portion thereof) ending on or prior to the S Short Year and the primary liability of the ShareholdersTermination Date, or (ii) which are incurred by the Company ACSYS as a result of a final determination of an adjustment (by reason of an amended return, claim for refund, audit, judicial decision or otherwise (each, a “Tax Proceeding”)otherwise) to the taxable income of the Shareholders for any periodperiod (including, including without limitation, the S Short Year or thereafter, Year) which (in the case of this clause (ii)) results in a decrease for any period in the Shareholders’ ' taxable income and a corresponding increase for any period in the taxable income of the CompanyACSYS.