Tax Indemnification by Seller. Effective as of and after the Closing Date, Seller shall pay or cause to be paid, and shall indemnify Purchaser and its Affiliates (including the Company from and after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against (a) any Taxes (i) of the Company or any of its Subsidiaries for any Pre-Closing Tax Period (allocated in respect of a Straddle Tax Period in accordance with Section 7.4); (ii) of any member of the Seller Group (other than the Company or any of its Subsidiaries) for any period, (iii) of Seller or any other Person (other than the Company or any of its Subsidiaries) for which the Company or any of its Subsidiaries is or becomes liable (under Treasury Regulation Section 1.1502-6 or under any similar provision of state, local or foreign Law) as a result of having joined as a member (or having been required to join as a member) of any consolidated, combined, affiliated, aggregate or unitary group prior to the Closing; (iv) of any Person (other than the Company or any of its Subsidiaries) for which the Company or any of its Subsidiaries is or becomes liable as a transferee or successor, as a result of a Contract (other than this Agreement) or otherwise by operation of Law; (v) arising out of or resulting from any breach of any covenant or agreement of Seller or the Company contained in this Agreement; (vi) for which Seller is responsible pursuant to Section 7.11 or (vii) resulting from the transactions contemplated by this Agreement, other than Transfer Taxes that are the responsibility of Purchaser pursuant to Section 7.11; and (b) any reasonable out-of-pocket costs and expenses, including reasonable legal fees and expenses attributable to any item described in clause (a) of this Section 7.1 (any such Taxes described in this Section 7.1, “Seller Indemnified Taxes”). Notwithstanding any other provision of this Agreement, Seller Indemnified Taxes shall not include any Taxes taken into account in determining the payment pursuant to Section 2.2 or the Post-Closing Adjustment pursuant to Article II.
Tax Indemnification by Seller. From and after the Second Closing, Seller shall pay or cause to be paid, and shall indemnify Buyer and each of its Affiliates (including the Acquired Companies and their Subsidiaries after the Closing Date) (collectively, the “Buyer Tax Indemnified Parties”) and hold each Buyer Tax Indemnified Party harmless from and against: (A) any Taxes imposed on the Acquired Companies or any of their Subsidiaries for any Pre-Closing Period; (B) any Taxes of Seller or any of its affiliates (other than the Acquired Companies or any of their Subsidiaries) for which any of the Acquired Companies or any of their Subsidiaries is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign Law); (C) any and all Taxes of any Person imposed on an Acquired Company or its Subsidiaries as a result of any Tax Sharing Agreement or Tax allocation agreement, arrangement, or understanding entered into by such Acquired Company or its Subsidiaries prior to the Second Closing; (D) any Taxes resulting from any transfer of assets or employees or restructuring in anticipation of or in connection with the transactions contemplated by this Agreement (including the Restructuring Transactions contemplated by Section 6.10); (E) any Taxes arising out of or relating to any breach or inaccuracy of any representation or warranty contained in Section 3.9(m); (F) any Taxes arising out of or relating to any breach of any covenant or agreement of Seller contained in this Agreement; (G) any Transfer Taxes for which Seller is responsible under Section 6.9(i); and (H) any costs and expenses, including reasonable legal fees and expenses attributable to any item described in clauses (A) to (G) in each case except to the extent a liability or reserve for such Taxes was reflected in the calculation of the Final Acquired Companies’ Indebtedness or the Final Closing Net Working Capital.
Tax Indemnification by Seller. Seller shall be liable for, and shall hold Buyer, the Transferred Subsidiaries, and any successor corporations thereto and affiliates thereof harmless from and against the following Taxes with respect to the Business:
Tax Indemnification by Seller. Effective as of and after the Closing Date, Seller shall pay or cause to be paid, and shall indemnify Buyer and its Affiliates (collectively, the “Buyer Tax Indemnified Parties”) and hold each Buyer Tax Indemnified Party harmless from and against, without duplication, (i) any Taxes of or imposed on any member of the Transferred Entity Group or otherwise with respect to the TMA Business for any Pre-Closing Period; (ii) any Taxes of any member of the Seller Group for which any member of the Transferred Entity Group is liable under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable U.S. state, local or non-U.S. Law); (iii) any Taxes imposed with respect to any Transferred Assets or Assumed Liabilities for any Pre-Closing Period and any Taxes imposed with respect to any Excluded Assets or Excluded Liabilities for any period; (iv) any Taxes arising out of or resulting from any breach by Seller of any representation, warranty, covenant or agreement of Seller contained in this Agreement; (v) any Taxes for which Seller is responsible pursuant to Section 7.11; (vi) any VAT in respect of Accounts Receivable, which Accounts Receivable were included in the calculation of Closing Working Capital as finally determined pursuant to Section 2.8, that is received by Seller (or any Affiliate or Subsidiary or Seller) or not received by Buyer (or a Subsidiary or Affiliate of Buyer) as a result of any action or inaction of Seller (or a Subsidiary or Affiliate of Seller); and (vii) reasonable out-of-pocket fees and expenses attributable to any item described in the foregoing clauses (i) through (vi); provided, however, that Seller shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Buyer Tax Indemnified Parties from or against any VAT or sales or use Tax to the extent that any Buyer Tax Indemnified Party would be entitled to a credit or repayment in respect of such VAT or sales or use Tax from the applicable Tax Authority, or such VAT or sales or use Tax is otherwise recoverable (except to the extent that recovery is prevented solely as a result of the Seller’s action (including, for the avoidance of doubt, the failure of Seller or any Affiliate of Seller to timely provide such accurate information and/or documentation as is required by Buyer or an Affiliate or Subsidiary of Buyer to recover such VAT) or such VAT or sales or use Tax was included in Accounts Receivable, which Accounts Receivable were included in the cal...
Tax Indemnification by Seller. Except as otherwise provided in Section 7.3 hereof and except to the extent of any reserves for Excluded Income Taxes accrued on the Final Closing Date Financial Data, Seller shall be liable for, and shall hold Buyer, the Company and the Subsidiaries harmless from and against, any and all Income Taxes with respect to the Company or any Subsidiary for any taxable period ending on or before the Closing Date to the extent such Income Taxes are reportable on a consolidated, combined or unitary Domestic Return which includes Seller or any subsidiary of Seller other than the Company and the Subsidiaries ("Excluded Income Taxes").
Tax Indemnification by Seller. Seller, AGA-USA and AGA shall be jointly and severally liable for, and jointly and severally shall indemnify each Purchaser Indemnitee against and hold it harmless from, and in respect of (i) all Taxes (or the nonpayment thereof) imposed on or with respect to the JV Assets and operations of the Company for the Pre-Closing Tax Period (including any obligation to withhold Taxes), (ii) any and all Taxes of any member of the AGA Consolidated Group, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or non-U.S. Law or regulation, and any and all Taxes imposed on any member of the AGA Consolidated Group by reason of the Section 338(h)(10) Election or any Section 336(e) Election, (iii) any and all Taxes of any person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Applicable Law, which Taxes relate to an event or transaction occurring before the Closing, and (iv) any Taxes that are the responsibility of Seller pursuant to Section 6.08(f).
Tax Indemnification by Seller. (a) Sellers shall pay, indemnify and hold harmless (jointly and severally) Purchaser, the Company and each of its Subsidiaries and their successors, from and against all liabilities for Taxes of the Company and each of its Subsidiaries for taxable periods ending on or before the Closing Date. For purposes of the preceding sentence, the Closing Date shall be treated as the last day of a taxable period whether or not the taxable period in fact ends on the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date (the "STRADDLE PERIOD"), the portion of such Tax which relates to the portion of such a taxable period ending on the Closing Date shall, (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is
Tax Indemnification by Seller. Subject to Section 5.4(b), effective as of and after the Closing Date, Seller shall pay or cause to be paid, and shall indemnify Purchaser and its Affiliates (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against any (i) Excluded Taxes; (ii) Taxes for which Seller is responsible under Section 5.4(d)(i); and (iii) costs and expenses, including reasonable legal fees and expenses, attributable to any item described in the foregoing clauses (i) or (ii); provided, however, that Seller shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Purchaser Tax Indemnified Parties from and against any Taxes for which Purchaser is responsible pursuant to Section 5.4(b).
Tax Indemnification by Seller. After Closing, Seller shall indemnify and hold harmless the Purchaser Indemnified Persons from and against (a) all Taxes, including unemployment insurance premiums (or the non-payment thereof), of the Peanuts Companies for the Pre-Closing Period and (b) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any Peanuts Company is or was a member during the Pre-Closing Period, including pursuant to IRS regulation §1.1502-6 or any analogous or similar state, local or non-U.S. Law.
Tax Indemnification by Seller. Effective as of and after the Closing Date, Seller shall, without duplication, pay or cause to be paid, and shall indemnify Purchaser and its Affiliates (including the Target Entities after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against (A) any Seller Taxes; (B) any Taxes attributable to the failure of any representation or warranty of Seller contained in Section 3.15(j) or Section 3.15(m) to be true and correct as of the Closing Date (without regard to any materiality qualifier set forth therein or any disclosed exception thereto); (C) any Taxes arising out of or resulting from any breach of any covenant or agreement of Seller contained in this Agreement; (D) any Taxes and costs for which Seller is liable pursuant to Section 6.6(e); and (E) any costs and expenses, including reasonable legal fees and expenses attributable to any item described in clauses (A) to (D). For the avoidance of doubt, none of the limitations on indemnification contained in Section 9.2 shall apply to indemnification pursuant to this Section 6.1.
