Common use of Tax Indemnification by Seller Clause in Contracts

Tax Indemnification by Seller. Subject to the applicable terms, conditions and limitations set forth in Section 8.13, 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 members of the Alkali Group after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against, without duplication, (i) any Taxes (or the non-payment thereof) of or imposed on any member of the Alkali Group for any Pre-Closing Period (including as a result of the Section 336(e) Elections); (ii) any Taxes of any member of the Seller Group (other than any member of the Alkali Group) for which any member of the Alkali Group is liable under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable state, local or foreign Law); (iii) any Taxes arising out of or resulting from any breach by Seller of any covenant or agreement of Seller contained in this Agreement; (iv) any Taxes attributable to any breach or inaccuracy in any representation or warranty made in Section 3.13; and (v) reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) to (iv); 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 (A) any Taxes to the extent such Taxes were reflected as a reserve or liability in Working Capital on the Final Post-Closing Adjustment Statement or Indebtedness, (B) any Taxes for which Purchaser is responsible pursuant to Section 8.2, and (C) any Taxes attributable to a Post-Closing Period.

Tax Indemnification by Seller. Subject to the applicable terms, conditions and limitations set forth in Section 8.13, effective as of From and after the Closing DateSecond Closing, Seller shall pay or cause to be paid, and shall indemnify Purchaser Buyer and each of its Affiliates (including the members of the Alkali Group Acquired Companies and their Subsidiaries after the Closing Date) (collectively, the “Purchaser Buyer Tax Indemnified Parties”) and hold each Purchaser Buyer Tax Indemnified Party harmless from and against, without duplication, : (iA) any Taxes (or the non-payment thereof) of or imposed on the Acquired Companies or any member of the Alkali Group their Subsidiaries for any Pre-Closing Period (including as a result of the Section 336(e) Elections)Period; (iiB) any Taxes of Seller or any member of the Seller Group its affiliates (other than the Acquired Companies or any member of the Alkali Grouptheir Subsidiaries) for which any member of the Alkali Group Acquired Companies or any of their Subsidiaries is liable under Treasury Regulation Section 1.1502-6 (or under any similar provision of applicable state, local or foreign Law); (iiiC) 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 resulting from relating to any breach by Seller 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; (ivG) any Transfer Taxes attributable to any breach or inaccuracy in any representation or warranty made in for which Seller is responsible under Section 3.136.9(i); and (vH) any costs and expenses, including reasonable out-of-pocket legal fees and expenses attributable to any item described in clauses (iA) to (iv); 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 (AG) any Taxes in each case except to the extent a liability or reserve for such Taxes were was reflected as a reserve or liability in Working Capital on the calculation of the Final Post-Acquired Companies’ Indebtedness or the Final Closing Adjustment Statement or Indebtedness, (B) any Taxes for which Purchaser is responsible pursuant to Section 8.2, and (C) any Taxes attributable to a Post-Closing PeriodNet Working Capital.

Tax Indemnification by Seller. Subject to the applicable terms, conditions and limitations set forth in Section 8.13, effective 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 members of the Alkali Group after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against, without duplication, (i) any Taxes (or the non-payment thereof) of or imposed on any member of the Alkali Group for any Pre-Closing Period (including as a result of any such Taxes attributable to the Section 336(e338(h)(10) Elections, arising from the Pre-Closing Reorganization or the settlement of intercompany accounts pursuant to Section 5.7); (ii) any Taxes of any member of the Seller Group (other than any member of the Alkali Group) for which any member of the Alkali Group is liable under Treasury Regulation Section 1.1502-6 (or any similar provision of applicable state, local or foreign 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 covenant or agreement of Seller contained in this Agreement; (ivv) any Taxes attributable to any breach or inaccuracy in any representation or warranty made in Section 3.133.13(c); (vi) any Taxes for which Seller is responsible under Section 7.11 and (vvii) reasonable out-of-pocket fees and expenses attributable to any item described in clauses (i) to (ivvi); provided, however, that Seller shall not be required to pay or cause to be paid, or to indemnify or hold harmless the Purchaser Indemnified Tax Indemnified Parties from and against (A) any Taxes to the extent such Taxes were reflected as a reserve or liability in Working Capital on the Final Post-Closing Adjustment Statement or Indebtedness, and (B) any Taxes for which Purchaser is responsible pursuant to Section 8.2, and (C) any Taxes attributable to a Post-Closing Period7.2.

Tax Indemnification by Seller. Subject to (a) Notwithstanding any other ----------------------------- provision of this Agreement, including without limitation the applicable terms, conditions and limitations set forth disclosures in Section 8.13, effective as of and after the Closing DateSchedule 5.7, Seller shall pay or cause to be paidliable for, and shall indemnify Purchaser and its Affiliates (including the members of the Alkali each Buyer Group after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) ------------ Member against and hold each Purchaser Tax Indemnified Party them harmless from and against, without duplication, (i) any all liability for Taxes (or the non-payment thereof) of or imposed on any member of the Alkali Group Companies and the Subsidiaries and any predecessors thereof for any all Pre-Closing Period Tax Periods, (including ii) all liability (as a result of the Section 336(e) Elections); (ii) any Taxes of any member of the Seller Group (other than any member of the Alkali Group) for which any member of the Alkali Group is liable under Treasury Regulation Section 1.1502-6 (6(a) or any similar provision comparable provisions of applicable state, local or foreign Law); laws) for Taxes of Seller or its Affiliates, or any predecessors thereof, or any other corporations with which the Companies or any Subsidiaries, or any predecessors thereof, has been affiliated in any Pre-Closing Tax Period, (iii) all liability for Taxes of the Companies or any Taxes arising out of Subsidiary, or any successor thereto, resulting from the Companies or any breach by Seller Subsidiary, or any successor thereto, ceasing to be a member of any covenant or agreement of Seller contained in this Agreement; Seller's affiliated group, (iv) all liability for Taxes of the Companies or any Subsidiary, or any successor thereto, arising in any Post-Closing Tax Period resulting from: (A) any adjustment increasing Taxes or taxable income under Section 481 of the Code due to a change in method of Tax accounting made on or prior to the Closing Date, (B) attributable to cancellation of indebtedness income arising from the forgiveness of intercompany obligations of the Companies or any Subsidiary to the Seller or any Affiliate, or (C) attributable to the disallowance of any deduction under Section 280G of the Code as the result of an agreement entered into on or prior to the Closing Date with respect to an Affected Employee, (v) any breach or inaccuracy in of any representation or warranty made in Section 3.13; 5.7 hereof not otherwise described in clause (i) ----------- through (iv) above, and (vvi) all liability for reasonable out-of-pocket legal fees and expenses for any item attributable to any item described in clauses clause (i) to through (iv); 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 (Av) any Taxes to the extent such Taxes were reflected as a reserve or liability in Working Capital on the Final Post-Closing Adjustment Statement or Indebtedness, (B) any Taxes for which Purchaser is responsible pursuant to Section 8.2, and (C) any Taxes attributable to a Post-Closing Periodabove.

Tax Indemnification by Seller. Subject to the applicable terms, conditions and limitations set forth in Section 8.1310.2(b)(iv), 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 members of the Alkali Commercial Air Group after the Closing Date) (collectively, the “Purchaser Tax Indemnified Parties”) and hold each Purchaser Tax Indemnified Party harmless from and against, without duplication, (i) any Taxes (or the non-payment thereof) of or imposed on or with respect to any member of the Alkali Seller Group for any taxable period; (ii) any Taxes for any Pre-Closing Period (including as a result arising out of any breach of or inaccuracy in any of the representations and warranties set forth in Section 336(e) Elections)3.13; (iiiii) any Taxes of any member of the Seller Group (other than any member of the Alkali Group) for which any member of the Alkali Commercial Air Group is liable under solely as a result of Treasury Regulation Section 1.1502-6 -72- (or any similar provision of applicable state, local or foreign Law); (iiiiv) any Taxes arising out of or resulting from relating to any breach by Seller of any covenant or agreement of Seller contained in this Agreement; (ivv) any Income Taxes imposed on or with respect to any member of the Commercial Air Group for taxable periods (or portions of taxable periods) ending on or before the Closing Date, whether shown or required to be shown on a Target Separate Tax Return or a Combined Tax Return; (vi) any Seller Restructuring Taxes; (vii) any Taxes attributable to any breach or inaccuracy in any representation or warranty made in for which Seller is responsible under Section 3.137.11; and (vviii) reasonable out-of-pocket marginal fees and expenses attributable to any item described in clauses (i) to (ivvii); 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 (A) any Taxes to the extent such Taxes were reflected as a reserve or liability in Working Capital on the Final Post-Closing Adjustment Statement or Indebtedness, (B) any Taxes for which Purchaser is responsible pursuant to Section 8.27.2, and provided, further, for the avoidance of doubt that Seller shall not be required to indemnify or hold harmless the Purchaser Tax Indemnified Parties from and against any Taxes imposed on Purchaser or any of its Affiliates (Cincluding the Commercial Air Group after the Closing Date) related to the operations or activities, on income earned or withholding Taxes incurred, in each case in any taxable period or portion thereof beginning after the Closing Date as a result of reliance by Purchaser (or any of its Affiliates) on (x) the past practices of Seller or (y) any Taxes attributable to a Post-Closing Periodrepresentation contained in Section 3.13.