Common use of Tax Claims Clause in Contracts

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the IRS or any other taxing authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Seller pursuant to this Agreement (collectively, an “Indemnity Tax Matter”), then the following shall apply:

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the Company or any of its Subsidiaries by the IRS or any other taxing authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Seller Stockholders, severally, pursuant to this Agreement (collectively, an “Indemnity Tax Matter”), then the following shall apply:

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the any Company by the IRS or any other taxing authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Seller Shareholders, jointly and severally, pursuant to this Agreement (collectively, an “Indemnity Tax Matter”), then the following shall apply:

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the any Group Company by the IRS or any other taxing authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be properly sought against the Seller Sponsor or Sellers, severally, pursuant to this Agreement (collectively, an “Indemnity Tax Matter”), then the following shall apply:

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the IRS or any other taxing authorityTaxing Authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Seller Sellers, jointly and severally, pursuant to this Agreement (collectively, an “Indemnity Tax Matter”), then the following shall apply:

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the IRS Internal Revenue Service or any other taxing authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Seller pursuant to this Agreement (collectively, an “Indemnity Tax Matter”)Agreement, then the following exclusively shall apply:

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the IRS Internal Revenue Service or any other taxing authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Seller Sellers pursuant to this Agreement (collectively, an “Indemnity Tax Matter”)Agreement, then the following exclusively shall apply:

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the IRS Internal Revenue Service or any other taxing authority, which, if successful, would result in (i) an adjustment to the income, loss, credit or deductions allocated to Sellers or (ii) a loss or liability in respect of which indemnity properly may be sought against the Seller Sellers pursuant to this Agreement (collectively, an “Indemnity Tax Matter”)Agreement, then the following exclusively shall apply:

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the Company or any Subsidiary by the IRS or any other taxing authorityTax Authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Seller Stockholders, jointly and severally, pursuant to this Agreement (collectively, an “Indemnity Tax Matter”), then the following shall apply:

Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to any of the Company Acquired Entities by the IRS or IRS, any other taxing authority, or any third party which, if successful, would result in a loss or liability in respect of which indemnity properly may will be sought against the Seller Sellers, severally, pursuant to this Agreement Section 9.2.1(b) (collectively, an “Indemnity Tax Matter”), then the following shall apply: