Common use of Shareholder Indemnification for Tax Liabilities Clause in Contracts

Shareholder Indemnification for Tax Liabilities. (a) The Shareholders, severally (according to the percentage of the outstanding shares of the Company's Common Stock owned by each Shareholder during the applicable S Corporation Taxable Year from which there is a shift of S Corporation Taxable Income, as referred to hereinbelow, pro rated by number of days of ownership in the case of partial periods of ownership) and not jointly, hereby indemnify and agree to hold the Company harmless from, against and in respect of any federal and state income tax liability (including interest and penalties and any taxes resulting from payments under this Section 2.4(a)), if any, resulting from a final determination of any adjustment (by reason of an amended return, claim for refund, audit or otherwise) to the Shareholders' taxable income resulting in a decrease in the Shareholders' S Corporation Taxable Income and a corresponding increase in the federal or state, as the case may be, taxable income of the Company; provided, however, the amount of any such indemnified tax liability shall be reduced by an amount equal to the refund of state income tax, including interest, received by the Company for state income taxes paid by the Company in respect of any taxable income shifted from an S Corporation Taxable Year to a C Corporation Taxable Year of the Company which is subject to indemnification hereunder; and provided, further, that in no event shall any Shareholder's liability under this Section 2.4(a) exceed the amount of any credit or refund of taxes and interest actually received by such Shareholder as a result of such final determination, related final determination or claim for refund.

Shareholder Indemnification for Tax Liabilities. (a) The Shareholders, severally (according to the percentage of the outstanding shares of the Company's Common Stock owned by each Shareholder during the applicable S Corporation Taxable Year from which there is a shift of S Corporation Taxable Income, as referred to hereinbelow, pro rated by number of days of ownership in the case of partial periods of ownership) hereby indemnifies and not jointly, hereby indemnify and agree agrees to hold the Company harmless from, against and in respect of any federal and state income tax liability (including interest and penalties and any taxes resulting from payments under this Section 2.4(a)), if any, resulting from or arising out of a final determination of any adjustment (by reason of an amended return, claim for refund, audit or otherwise) to the Shareholders' Shareholder's federal or state, as the case may be, taxable income resulting in a decrease in the Shareholders' Shareholder's S Corporation Taxable Income and a corresponding increase in the federal or state, as the case may be, taxable income of the Company; providedPROVIDED, howeverHOWEVER, the amount of any such indemnified tax liability shall be reduced by an amount equal to the refund of state income tax, including interest, received by the Company for state income taxes paid by the Company in respect of any taxable income shifted from an S Corporation Taxable Year to a C Corporation Taxable Year of the Company which is subject to indemnification hereunder; and providedPROVIDED, furtherFURTHER, that in no event shall any the Shareholder's liability under this Section 2.4(a) exceed the amount of any credit or refund of taxes and interest actually received by such the Shareholder as a result of such final determination, related final determination or claim for refund.

Shareholder Indemnification for Tax Liabilities. (a) The Shareholders, severally 2.4.1 Each Shareholder hereby separately and proportionately (according to the percentage of the outstanding shares of the Company's Common Stock owned by each such Shareholder during the applicable S Corporation Taxable Year from which there is a shift of S Corporation Taxable Income, as referred to hereinbelowherein below, pro rated by number of days of ownership in the case of partial periods of ownership) indemnifies and not jointly, hereby indemnify and agree agrees to hold the Company harmless from, against and in respect of any federal and state income tax liability (including interest and penalties and any taxes resulting from payments under this Section 2.4(a)2.4.1), if any, resulting from or arising out of a final determination of any adjustment (by reason of an amended return, claim for refund, audit or otherwise) to the such Shareholders' federal or state, as the case may be, taxable income resulting in a decrease in the such Shareholders' S Corporation Taxable Income and a corresponding increase in the federal or state, as the case may be, taxable income of the Company; provided, however, the amount of any such indemnified tax liability shall be reduced by an amount equal to the refund of state income tax, including interest, received by the Company for state income taxes paid by the Company in respect of any taxable income shifted from an S Corporation Taxable Year to a C Corporation Taxable Year of the Company which is subject to indemnification hereunder; and provided, further, that in no event shall any such Shareholder's liability under this Section 2.4(a) 2.4.1 exceed the amount of any credit or refund of taxes and interest actually received by such Shareholder as a result of such final determination, related final determination or claim for refund.

Shareholder Indemnification for Tax Liabilities. (a) The Shareholders, severally (according to the percentage of the outstanding shares of the Company's Common Stock owned by each Shareholder during the applicable S Corporation Taxable Year from which there is a shift of S Corporation Taxable Income, as referred to hereinbelow, pro rated by number of days of ownership in the case of partial periods of ownership) and not jointly, hereby indemnify and agree to hold the Company harmless from, against and in respect of any federal and state income tax liability (including interest and penalties and any taxes resulting from payments under this Section 2.4(a)), if any, resulting from a final determination of any adjustment (by reason of an amended return, claim for refund, audit or otherwise) to the Shareholders' taxable income resulting in a decrease in the Shareholders' S Corporation Taxable Income and a corresponding increase in the federal or state, as the case may be, taxable income of the Company; providedPROVIDED, howeverHOWEVER, the amount of any such indemnified tax liability shall be reduced by an amount equal to the refund of state income tax, including interest, received by the Company for state income taxes paid by the Company in respect of any taxable income shifted from an S Corporation Taxable Year to a C Corporation Taxable Year of the Company which is subject to indemnification hereunder; and providedPROVIDED, furtherFURTHER, that in no event shall any Shareholder's liability under this Section 2.4(a) exceed the amount of any credit or refund of taxes and interest actually received by such Shareholder as a result of such final determination, related final determination or claim for refund.