Tax Indemnification by Buyer. Buyer shall indemnify and hold harmless Seller in respect of and against (without duplication):
Tax Indemnification by Buyer. From and after the Second Closing, Buyer shall pay or cause to be paid, and shall indemnify Seller and its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against: (A) any Taxes imposed on the Acquired Companies or any of their Subsidiaries for any Post-Closing Period; (B) any Taxes arising out of or relating to any breach of any covenant or agreement of Buyer contained in this Agreement; (C) any Transfer Taxes for which Buyer is responsible under Section 6.9(i); and (D) any costs and expenses, including reasonable legal fees and expenses attributable to any item described in clauses (A) to (C); provided, however, that Buyer shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Seller Tax Indemnified Parties from and against any Taxes for which Seller is responsible pursuant to Section 6.9(a).
Tax Indemnification by Buyer. Buyer shall be liable for, and shall hold Sellers harmless from and against, the following Taxes with respect to the Companies and the Subsidiary:
Tax Indemnification by Buyer. Buyer and the Company shall indemnify and hold Seller harmless, on an after-Tax basis, from and against, the following Taxes with respect to the Company:
Tax Indemnification by Buyer. Buyer shall indemnify and hold Seller Indemnitees harmless from any additional Tax owed by Seller (including Tax owed by Seller as a result of this indemnification payment) resulting from any transaction engaged in by the Company not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of the Shares. Buyer and Seller agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of Company’s stock on Buyer’s federal, state or local Income Tax Returns to the extent permitted by Treasury Regulation 1.1502-76(b)(1)(ii)(B) or any analogous or similar state, local or foreign Law.
Tax Indemnification by Buyer. Buyer shall indemnify, defend and hold the Allied Shareholders and their Affiliates harmless from and against (i) any liability for Taxes of Allied for any Taxable period ending after the Closing Date (except with respect to a Straddle Period, in which case Buyer's indemnity will cover only Taxes (other than Conveyance Taxes) that are not Pre-Closing Tax Liabilities, and (ii) any liability (as a result of Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law or otherwise) for Taxes of Buyer or any other person (other than Allied) which is or has ever been affiliated with Buyer, or with whom Buyer joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return.
Tax Indemnification by Buyer. Effective as of and after the Closing Date, Buyer shall pay or cause to be paid, and shall jointly and severally indemnify Seller and its Affiliates (collectively, the “Seller Tax Indemnified Parties”) and hold each Seller Tax Indemnified Party harmless from and against, without duplication, (i) any Taxes imposed on or with respect to any member of the Transferred Entity Group for any Post-Closing Period; (ii) any Taxes imposed with respect to any Transferred Assets or Assumed Liabilities for any Post-Closing Period; (iii) any Taxes arising from any action taken or transaction entered into by Buyer or any member of the Transferred Entity Group outside the ordinary course of business on the Closing Date after the Closing; (iv) any Taxes arising out of or resulting from any breach of any covenant or agreement of Buyer contained in this Agreement; (v) any Taxes included as liabilities in the calculation of Closing Working Capital; (vi) any Taxes for which Buyer is responsible pursuant to Section 7.11; and (vii) any reasonable out-of-pocket fees and expenses attributable to any item described in the foregoing clauses (i) through (vi); provided, further, that, for the avoidance of doubt, Buyer shall not be required to indemnify Seller in respect of any amounts described above to the extent that such amounts are charged as a result of Seller’s breach of any provision of this Agreement or any Ancillary Agreement. For the avoidance of doubt, notwithstanding anything to the contrary herein, to the extent that an item is described in both this Section 7.2 and Section 10.3(a)(i), the provisions of this Article VII shall govern. For the avoidance of doubt, notwithstanding anything to the contrary in this Section 7.2, neither Buyer nor any Subsidiary or Affiliate of Buyer shall be required to pay to Seller any amount in respect of VAT received by Buyer (or such Subsidiary or Affiliate) in respect of Accounts Receivable paid to Buyer (or such Subsidiary or Affiliate of Buyer) after the Closing, which Accounts Receivable were included in the calculation of Closing Working Capital as finally determined pursuant to Section 2.8.
Tax Indemnification by Buyer. Subject to the other terms and conditions of this Article 6, from and after the Closing, Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all Losses to the extent arising out of any Transfer Taxes for which Buyer is liable pursuant to Section 6.5, provided that the Buyer’s indemnification obligations shall terminate on the Tax Cut-Off Date.
Tax Indemnification by Buyer. From and after the Closing, Buyer, the Target Companies and the Target Subsidiaries shall, jointly and severally, indemnify the Seller Indemnitees and hold them harmless from (i) any Taxes imposed on any Seller Indemnitee (as they relate to the Business), the Target Companies, or the Target Subsidiaries, or imposed with respect to the Acquired Assets, for any Post-Closing Tax Period, (ii) any Transfer Taxes for which Buyer is liable under Section 9(k), (iii) any breach by Buyer or any of its Affiliates of any covenant contained in Section 6(b) or 6(c), (iv) all liability from any breach of Buyer’s covenants in this Section 9 relating to Taxes, and (v) any reasonable legal and accounting expenses related thereto.
Tax Indemnification by Buyer. From and after the Closing Date, the Buyer shall indemnify the Sellers and their Affiliates (each, a “Tax Indemnified Seller Party” and collectively, the “Tax Indemnified Seller Parties”) against and hold harmless from any and all Tax Losses arising out of Taxes of the Company or the Subsidiaries other than amounts for which a Tax Indemnified Buyer Party is indemnified by the Sellers under Section 11.2.
