Common use of Subsequent Liability Clause in Contracts

Subsequent Liability. If, on or subsequent to the Closing Date, any liability for Taxes relating to any of the Suburban Journals, their operation or the SLSJ Assets is imposed on Purchaser or The Ladue News, Inc. with respect to any period ending on or prior to the Closing Date, including, without limitation, any liability for Missouri or Illinois sales Tax in respect of the operation of any of the Suburban Journals or the ownership of the SLSJ Assets on or prior to the Closing Date (but excluding any liability for Missouri or Illinois sales or realty transfer Taxes payable in respect of the transactions contemplated hereby), then, except to the extent such liability is included in the Closing Date Working Capital Amount, the Journal Register Parties shall indemnify and hold Purchaser and The Ladue News, Inc. harmless from and against, and shall pay, the full amount of such Tax liability (as well as reasonable attorneys' or other fees and disbursements of Purchaser or The Ladue News, Inc. incurred in determination thereof or in connection therewith) in accordance with the provisions of Section 19 and Section 16.7 hereof. In determining the amount of any indemnification payment pursuant to this Section 16.2, there shall be deducted or added, respectively, from or to the amount to be paid an amount equal to (a) the present value of any net Tax benefit (federal, state, county, local or foreign) realized, or reasonably expected to be realized, by Purchaser, any of its affiliates or The Ladu▇ ▇▇▇s, Inc. as a consequence of such payment, and (b) the present value of any net Tax detriment (federal, state, county, local or foreign) realized, or reasonably expected to realized, by Purchaser, any of its affiliates or The Ladue News, Inc. as a consequence of the receipt of any such payment. For purposes of this Section 16.2, "present value" shall be calculated using the applicable annual Federal mid-term rate, as that term is defined in the Code, as in effect for the month in which the payment is to be made, and the amount of any "Tax benefit" or "Tax detriment" shall be calculated using the highest effective Tax rate applicable or known to be applicable with respect to the period or periods for which the Tax benefit or the Tax detriment, as the case may be, is reasonably expected to be realized or incurred.

Subsequent Liability. If, on or subsequent to the Closing Date, any liability for Taxes relating to any of the Suburban Journals, their operation or the SLSJ Assets is imposed on Purchaser or The Ladue ▇▇▇▇▇ News, Inc. with respect to any period ending on or prior to the Closing Date, including, without limitation, any liability for Missouri or Illinois sales Tax in respect of the operation of any of the Suburban Journals or the ownership of the SLSJ Assets on or prior to the Closing Date (but excluding any liability for Missouri or Illinois sales or realty transfer Taxes payable in respect of the transactions contemplated hereby), then, except to the extent such liability is included in the Closing Date Working Capital Amount, the Journal Register Parties shall indemnify and hold Purchaser and The Ladue ▇▇▇▇▇ News, Inc. harmless from and against, and shall pay, the full amount of such Tax liability (as well as reasonable attorneys' or other fees and disbursements of Purchaser or The Ladue ▇▇▇▇▇ News, Inc. incurred in determination thereof or in connection therewith) in accordance with the provisions of Section 19 and Section 16.7 hereof. In determining the amount of any indemnification payment pursuant to this Section 16.2, there shall be deducted or added, respectively, from or to the amount to be paid an amount equal to (a) the present value of any net Tax benefit (federal, state, county, local or foreign) realized, or reasonably expected to be realized, by Purchaser, any of its affiliates or The Ladu▇ ▇▇▇s▇▇ News, Inc. as a consequence of such payment, and (b) the present value of any net Tax detriment (federal, state, county, local or foreign) realized, or reasonably expected to realized, by Purchaser, any of its affiliates or The Ladue ▇▇▇▇▇ News, Inc. as a consequence of the receipt of any such payment. For purposes of this Section 16.2, "present value" shall be calculated using the applicable annual Federal mid-term rate, as that term is defined in the Code, as in effect for the month in which the payment is to be made, and the amount of any "Tax benefit" or "Tax detriment" shall be calculated using the highest effective Tax rate applicable or known to be applicable with respect to the period or periods for which the Tax benefit or the Tax detriment, as the case may be, is reasonably expected to be realized or incurred.