Common use of Tax Indemnities Clause in Contracts

Tax Indemnities. (a) From and after the Closing Date, the Seller shall indemnify and hold the Purchaser and each Pershing Company and their respective officers, directors, employees and agents harmless against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date (including, without limitation, any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller's affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date, including the pre-Closing portion of any Straddle Period because of a breach by the Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v).

Tax Indemnities. (a) From and after the Closing Date, the Seller shall indemnify and hold the Purchaser and each Pershing Company and their respective officers, directors, employees and agents harmless against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date (including, without limitation, any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller's ’s affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a "“Straddle Period"”), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date, including the pre-Closing portion of any Straddle Period because of a breach by the Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC Company and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's ’s liability with respect to this clause (v).

Tax Indemnities. (a) From Subject to the terms and conditions of Section 7.9, in addition to the indemnification provided under Section 7.9, from and after the Closing Date and until the third anniversary of the Closing Date, the Seller Selling Shareholders shall jointly and severally indemnify and hold save the Purchaser and each Pershing the Company harmless from all Damages attributable to (A) federal, state, local and their respective officers, directors, employees and agents harmless against any and all foreign Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on Delta, the Purchaser or payable by the Company or any Pershing Company with respect to of its Subsidiaries (1) for any taxable period or portion thereof that ends on or before the Closing Date (including, without limitation, the "PRE-CLOSING PERIOD") (or for any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller's affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods period beginning before the Closing Date and ending after the Closing Date (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, pursuant to the extent allocable under Section 7.01(b), 7.10(c)(ii) to the portion of such period beginning before and ending on the Closing Date; (iii) imposed on account of or payable by any Pershing Company with respect to the income, assets or activities of the Company or any taxable period such Subsidiary to the extent such Taxes are not reflected in the amount of Company Net Debt, (2) resulting by reason of the several liability of the Company pursuant to Treasury Regulations Section 1.1502-6 or portion thereof that ends any analogous state, local, foreign law or regulation by reason of the Company being or having been a member of any consolidated, combined or unitary group on or before prior to the Closing Date, including (3) resulting from the pre-actual or deemed transfer prior to the Closing portion of assets, properties and businesses by or to the Company, or the consummation prior to the Closing of any Straddle Period because other actions or transactions contemplated by this Agreement, or (4) resulting from the breach of a breach by the Seller any of the Company's representations and warranties set forth made in Section 3.20(a4.12, (B) (in each case without giving effect to any qualifier regarding materiality sales or Material Adverse Effect); (iv) imposed because of a breach use Taxes payable by the Seller of Company or any Subsidiary, or for which the representations Company has responsibility for withholding and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to payment, for any qualifier regarding materiality or Material Adverse Effect); Pre-Closing Period, and (vC) imposed on or withholding and payroll Taxes payable by the Company or any Pershing Subsidiary, or for which the Company with respect to payments made or information reporting obligations arising with respect to has responsibility for withholding and payment, for any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Pre-Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v)Period.

Tax Indemnities. (a) From and after the Closing Date, the Seller shall indemnify be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless the Parent, the Purchaser and each Pershing Company the Publishing Subsidiaries against and their respective officersreimburse the Parent, directors, employees the Purchaser and agents harmless against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): Publishing Subsidiaries for (i) any Tax imposed on Viacom or payable by any Pershing Company member of an affiliated group with which Viacom files a consolidated or combined income Tax Return (other than the Publishing Subsidiaries) with respect to any taxable Tax period or portion thereof that ends on or before the Closing Date (includingor includes the Closing Date, without limitation, including any obligation to contribute to the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include such Tax for which any Pershing Company, and Taxes resulting from any Pershing Company ceasing to Publishing Subsidiary may be a member liable under Section 1.1502-6 of the Seller's affiliated group for US federal income Tax purposesTreasury Regulations (or any similar provision of state, local or foreign law); , (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a "Straddle Period"), Taxes Tax imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company Publishing Subsidiaries with respect to any taxable Tax period or portion thereof that ends on or before the Closing Date, including in excess of the pre-Closing portion amount, if any, for Taxes in Section 3.06 of the Disclosure Schedule; (iii) any Straddle Period because Tax arising from a breach of a breach by the Seller of the representations and warranties representation or warranty set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect)3.14 of this Agreement; (iv) imposed because of a breach by any Section 338 Tax; (v) any Tax arising from the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect)Permitted Reorganization; and (vvi) imposed on or payable by any Pershing Company obligation to pay an amount under the Tax Benefit Agreement among Xxxxxxxx-Xxxx, Inc., Macmillan, Inc., and the Realization Trust dated as of February 28, 1994 with respect to payments made or information reporting obligations arising with respect to the use of Pre-Closing Date NOL in any payments or other reportable transactions that occurred in a period or a portion thereof that ends ending on or before the Closing Date because of a breach by the Seller Date; PROVIDED, HOWEVER, that no indemnity shall be provided under this Agreement for any Tax resulting from any transaction of the representations and warranties set forth Publishing Subsidiaries occurring on the Closing Date but after the Closing that is not contemplated by this Agreement or is not in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v)ordinary course of business.

Tax Indemnities. (a) From and after The Sellers shall indemnify the Closing DatePurchaser, the Seller shall indemnify and hold the Purchaser Company and each Pershing of the Company and their respective officers, directors, employees and agents harmless Subsidiaries against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date (including, without limitation, any obligation to contribute to the payment of Taxes a Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that include includes or included the Company or any Pershing Company, of its Subsidiaries and Taxes resulting from the Company or any Pershing Company of its Subsidiaries ceasing to be a member of a tax group that includes any -61- person other than the Seller's affiliated group for US federal income Tax purposes); Purchaser or its Affiliates) (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iiii) imposed on the Company or payable by any Pershing of its Subsidiaries or for which the Company with respect to or any of its Subsidiaries may otherwise be liable for any taxable year or period or portion thereof that ends on or before the Closing Date, including the pre-Closing portion of any Straddle Period because of a breach by the Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect)and, provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to any taxable year or period beginning before and ending after the Closing Date (a "Straddle Period"), the portion of such taxable year or period ending on and including the Closing Date (including, for the avoidance of doubt, any franchise or similar Tax imposed on the Company or any of its Subsidiaries in 2004 which amount may be determined by reference to the taxable income of the Company or any of its Subsidiaries in 2003), (ii) imposed on the Sellers or any Affiliates of the Sellers (other than the Company or any of its Subsidiaries) for any taxable year, and (iii) imposed on the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries may otherwise be liable which are resulting from, attributed to, or caused by the Election made according to Section 6.01(a) of this clause (v)Agreement or Section 754 Election made according to Section 6.01(b) of this Agreement.

Tax Indemnities. (a1) From In addition to and after the Closing Datewithout limiting any other indemnity obligations of Seller hereunder, the Seller shall indemnify indemnify, defend, and hold the Purchaser harmless Buyer Indemnitees from and each Pershing Company and their respective officers, directors, employees and agents harmless against any and all Claims asserted against, resulting to, imposed on, sustained, incurred or suffered by, or asserted against the Buyer Indemnitees, directly or indirectly, by reason of or resulting from: (a) all Taxes (except Taxes accrued on imposed upon the Closing Balance Sheet): (i) imposed on Company or payable by any Pershing Company of the Subsidiaries with respect to any taxable period or portion thereof that ends ending on or before the Closing Date (“Pre-Closing Periods”), and for any Straddle Periods, but only with respect to the portion of any such Straddle Period ending on the Closing Date and calculated in the manner provided in Section 14(f) of this Contract, (b) any breach or inaccuracy in any Tax Representation, without regard to any qualifications for knowledge of the Sellers, but only for the Tax Survival Period; provided that if such liability for a Tax Representation is otherwise separately intended to be covered such time limitation is not intended as limitation, (c) any breach or failure by Seller to perform (or cause to be performed) any of the covenants or agreements set forth in Section 14(d)(3), Section 14(f) or this Section 16(c) (including, without limitation, any obligation to contribute to all the payment of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member provisions hereof regarding the maintenance of the Seller's affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, Company as a "Straddle Period"REIT), (d) any Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect related to any taxable period Excluded Asset or portion thereof that ends on or before the Closing Date, including the pre-Closing portion divesture of any Straddle Period Excluded Asset (whether known or unknown by Buyer prior to Closing) and any litigation, claims, suit or proceeding involving any Subsidiary (other than the LLCs) or any Excluded Assets whether known or unknown and whether arising or accruing before or after Closing; and (e) Tax liability under D.C. Code Annotated §42-1103 arising in connection with the transfer of the Shares because of a breach transfer by any person (as defined in D.C. Code Annotated §42-1101(6)) of any direct or indirect beneficial interest in either 1201 Owner or 1225 Owner prior to the Seller Closing (including the transfer of the representations and warranties set forth in Shares) other than any direct or indirect transfer by or through the Company or any of its Subsidiaries occurring after the Closing. The maximum liability of Seller under this Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect16(c)(1); (iv) imposed because of a , together with Seller’s liability for breach by the Seller of the representations and warranties set forth Tax Representations shall not exceed One Hundred Million Dollars ($100,000,000) in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v)aggregate.

Tax Indemnities. (a) From and after the Closing --------------- Date, each Seller, jointly and severally among the Seller shall members of the Xxxxxx Group, and severally (and not jointly) as between the Xxxxxx Group and Xxxxxxxx, agrees to indemnify and hold the harmless Purchaser and each Pershing the Company and their respective officers, directors, employees and agents harmless Affiliates against any and all Taxes (except Taxes accrued on the Closing Balance Sheet): (i) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing Date (including, without limitationincluding but not limited to, any obligation to contribute to the payment of Taxes Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing or included the Company), imposed on, and Taxes resulting from against any Pershing Company ceasing to be a member of costs or expenses (including, without limitation, reasonable attorney's fees) incurred by the Seller's affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to (i) a breach of the representations and warranties made in Section 2.16 and (ii) any taxable period or portion thereof that ends on or before the Closing Date, except to the extent that the amount of such Taxes (together with all Taxes as of the Closing Date) does not exceed the amount reserved for as a current liability for Taxes (and not including deferred Taxes reflecting timing differences between book and Tax income liabilities in the pre-Closing portion Balance Sheet (but taking into account previous payments made after the Closing Date of any Straddle Period because Taxes included in the Closing Balance Sheet) and taken into account in the Closing Net Worth ("Reserved -------- Taxes"), except that, in the case of a breach by the Seller of the representations representation contained in ----- Section 2.16(f), Taxes reflecting timing differences between book and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse EffectTax income liabilities shall be included); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that no indemnity shall be -------- ------- provided under this Agreement for any Tax resulting from (x) an actual or deemed election under Section 338 of the Code with respect to the transactions contemplated by this Agreement; or (y) any transaction of the Company, occurring on the Closing Date but after the Closing that is not in the ordinary course of business. Sellers also shall indemnify Purchaser, the LLC Company, and their respective Affiliates affiliates against any Taxes imposed on the receipt or accrual of any indemnity payment and successors its Tax effects so that on an after-Tax basis, Purchaser receives an indemnity for Taxes described in the preceding sentence. If the income Tax deduction for the Xxxxxx/St. Xxxxx Payments and the Bonus Payments to be claimed by the Company under Section 6.02 of this Agreement is disallowed in whole or in part, Sellers shall fully cooperate with and take promptly pay to Purchaser or the Company any Tax which is payable by Purchasers or the Company due to the disallowance of these deductions, to the extent that such reasonable actions as deductions have been taken into account in adjusting the Seller may reasonably request Purchase Price or as are otherwise reasonably necessary have been paid to mitigate the Seller's liability with respect to this clause (v)Sellers.

Tax Indemnities. (a) From and after the Closing Date, the The Seller shall indemnify and hold the Purchaser and each Pershing Buyer, the Company and their respective officersSubsidiaries harmless from any loss or liability that Buyer, directorsthe Company or the Subsidiaries suffer arising out of any liability (primary or secondary) for Taxes of any of the Company or Subsidiaries attributable to periods through and including the date of the Closing. The Seller shall also indemnify and hold the Buyer, employees the Company and agents Subsidiaries harmless against all liability for Taxes of any and all Taxes (except Taxes accrued on affiliated or connected group of which the Closing Balance Sheet): (i) imposed on Company or payable by the Subsidiaries were members at any Pershing Company with respect time prior to any taxable period or portion thereof that ends on or before the Closing Date imposed on the Company or Subsidiaries by Section 1.1502-6 of the Treasury Regulations or any state, local or foreign law, by contract or otherwise (including, without limitation, any obligation other than Taxes of the Company or the Subsidiaries for periods after the Closing Date). The Buyer shall indemnify and hold the Seller harmless from all deficiencies in Tax of the Company or Subsidiaries attributable to contribute to all periods or portions thereof beginning on or after the payment day after the date of Taxes determined on a consolidated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, the Closing and for all Taxes resulting from any Pershing Company ceasing to be a member action taken outside the ordinary course of business without the Seller's affiliated group for US federal income Tax purposeswritten consent by the Buyer, the Company or Subsidiaries on the Closing Date after the Closing (unless contemplated by this Agreement); . For purposes of this Section 4.9, the Taxes attributable to the period through the Date of the Closing and to the period beginning on the following day shall be determined (i) as if those periods were separate taxable years, and (ii) with respect to taxable periods beginning before except as otherwise required by law, by using the Closing Date Tax accounting methods and ending after Tax elections used by the Closing Date (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or relevant Subsidiaries before the Closing Date, including the pre-Closing portion of any Straddle Period because of a breach by the Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v).

Tax Indemnities. (a) From and after the Closing Date, ---------------- without duplication, the Seller shall indemnify the Buyers and hold the Purchaser and each Pershing Company and their respective officers, directors, employees and agents harmless Spirits Subsidiaries against any and (i) all Income Taxes (except Taxes accrued including reasonable attorneys' and accountants' fees and other reasonable out-of-pocket expenses incurred in connection therewith, and determined on the Closing Balance Sheet): (ia tax-affected basis, as calculated under Section 10.6(a)) imposed on or payable by any Pershing Company of the Asset Sale Subsidiaries or the Spirits Subsidiaries (A) with respect to any taxable period or portion thereof that ends on or before the Closing Date (includingincluding any Income Taxes allocated to such period under Section 7.1(d) hereof), without limitation(B) under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law) by reason of any obligation to contribute to of the payment of Taxes determined on a Spirits Subsidiaries being included in any consolidated, affiliated, combined or unitary basis with respect to a group of corporations that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller's affiliated or other similar group for US federal income Tax purposes); (ii) tax purposes with respect to taxable periods beginning the Seller or its Affiliates at any time on or before the Closing Date and ending after the Closing Date Date, (any such period, a "Straddle Period"), Taxes imposed on any Pershing Company which are allocable, C) pursuant to Section 7.01(b), any contract or agreement with any third party for indemnification of Income Taxes entered into by any Spirits Subsidiary prior to the portion of such period ending on the Closing Date; , and (iiiD) imposed on or without duplication, (I) any Income Taxes payable by as a result of elections referred to in Section 7.8, (II) any Pershing Company with respect to Income Taxes for any taxable period or portion thereof that ends on or before the Closing Date, including the pre-Closing portion Date payable as a result of any Straddle Period because Spirits Subsidiary ceasing to be a member of a breach by consolidated, affiliated, combined or unitary or other similar group for Tax purposes with the Seller of the representations and warranties set forth in Section 3.20(aor its Affiliates, (III) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to Income Taxes for any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a taxable period or a portion thereof that ends on or before the Closing Date because arising from the UK Reorganization, (IV) for clarification, any Income Taxes for any taxable period or portion thereof that ends on or before the Closing Date in respect of a breach by matters that are set forth on Schedule 4.18 and (ii) any stamp duty or stamp duty reserve tax payable in relation to the Seller UK Reorganization. No indemnity shall be provided under this Section 7.1(a) for any Income Taxes resulting from any transaction of any of the representations and warranties set forth Spirits Subsidiaries (A) occurring on the Closing Date after the Closing that is not in Section 3.20(ethe ordinary course of business or (B) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that Purchaser, occurring after the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are otherwise reasonably necessary to mitigate the Seller's liability with respect to this clause (v)Closing Date.

Tax Indemnities. (a) Tax Indemnification by Seller. From and after the Closing Date, the without duplication, Seller shall indemnify indemnify, hold harmless and hold defend the Purchased Subsidiaries, Purchaser and each Pershing Company and their respective its Affiliates, officers, directors, employees employees, agents, consultants, representatives and agents harmless successors, from and against Retained Tax Liabilities and any and all Taxes (except Taxes accrued i) imposed on the Purchased Subsidiaries or relating to the Business or the Target Assets with respect to Pre-Closing Balance Sheet): Tax Periods, (iii) imposed on any Purchased Subsidiary (x) with respect to a Pre-Closing Tax Period by reason of such Purchased Subsidiary being severally liable for any Taxes of any Tax Affiliate pursuant to U.S. Treasury Regulations Section 1.1502-6 (or any analogous provision of applicable U.S. state or local or non-U.S. Tax Law), (y) with respect to any Straddle Period by reason of such Purchased Subsidiary being severally liable pursuant to U.S. Treasury Regulations Section 1.1502-6 (or any analogous provision of applicable U.S. state or local or non-U.S. Tax Law) for any Taxes of any Tax Affiliate that is included in a Consolidated Group that includes Seller or any Affiliate of Seller, or (z) as a transferee or successor, by contract or otherwise, as a result of any acquisition, disposition, contribution, distribution or similar transaction that occurred prior to the Closing, (iii) imposed upon or payable by Purchaser, any of Purchaser's Affiliates or any Purchased Subsidiary by reason of or attributable to the breach by Seller of any representation, warranty, covenant or agreement relating to Taxes under this Agreement (in the case of any representation or warranty, without regard to materiality or Material Adverse Effect qualifications contained therein), (iv) imposed on or payable by Purchaser, any Pershing Company of Purchaser's Affiliates or any Purchased Subsidiary resulting from or arising out of the Restructuring Transactions, (v) imposed on Worcestor Controls Licensco Inc. with respect to Pre-Closing Tax Periods by reason of an election under Section 338(h)(10) of the Code (or any actual or deemed election under applicable U.S. state or local Tax Law that is analogous or comparable to Section 338(h)(10) of the Code) with respect to Worcestor Controls Licensco Inc., (vi) Transfer Taxes for which Seller is responsible pursuant to Section 17.7, (vii) imposed on a U.K. Purchased Subsidiary with respect to a Post-Closing Tax Period as a result of the requirement under applicable Tax Law that such U.K. Purchased Subsidiary include an item of income, profits or gains in taxable income for such Post-Closing Tax Period if under applicable Tax Law such item of income, profits or gain is treated as earned, accrued or received or is deemed to have been earned, accrued or received, in each case by such U.K. Purchased Subsidiary during any Pre-Closing Tax Period, (viii) imposed on a U.K. Purchased Subsidiary with respect to any taxable period Pre-Closing Tax Period as a result of such U.K. Purchased Subsidiary having secondary liability for a Tax liability of Seller or portion thereof that ends on any present or before the Closing Date former Affiliate of Seller, other than any U.K. Purchased Subsidiary (including, without limitation, any obligation to contribute to the payment of Taxes determined Tax imposed on a consolidatedU.K. Purchased Subsidiary with respect to any Pre-Closing Tax Period by reason of the failure of Seller or any such Affiliate of Seller to pay such Tax at any time) if such secondary liability arises by operation of applicable Tax Law, combined or unitary basis regardless of whether such secondary liability arises as a result of such U.K. Subsidiary being included in a Tax Return filed by a Consolidated Group with respect to a group of corporations Pre-Closing Tax Period that include any Pershing Company, and Taxes resulting from any Pershing Company ceasing to be a member of the Seller's affiliated group for US federal income Tax purposes); (ii) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date (includes Seller or any such periodAffiliate of Seller or a contractual arrangement with Seller or any such Affiliate of Seller, or (ix) any Deemed Taxation Liability of a "Straddle Period")U.K. Purchased Subsidiary, Taxes imposed on any Pershing Company which are allocableexcept, pursuant to Section 7.01(b)in each case, to the portion of extent Purchaser is otherwise liable for such period ending on Taxes under this Article XVII (the Closing Date; (iii) imposed on or payable by any Pershing Company with respect to any taxable period or portion thereof that ends on or before the Closing DateTaxes described in this Section 17.1(a), including the pre-Closing portion of any Straddle Period because of a breach by the collectively, "Seller of the representations and warranties set forth in Section 3.20(a) (in each case without giving effect to any qualifier regarding materiality or Material Adverse EffectIndemnified Taxes"); (iv) imposed because of a breach by the Seller of the representations and warranties set forth in Section 3.20(d) or 3.20(g) (in each case without giving effect to any qualifier regarding materiality or Material Adverse Effect); and (v) imposed on or payable by any Pershing Company with respect to payments made or information reporting obligations arising with respect to any payments or other reportable transactions that occurred in a period or a portion thereof that ends on or before the Closing Date because of a breach by the Seller of the representations and warranties set forth in Section 3.20(e) (without giving effect to any qualifier regarding materiality or Material Adverse Effect), provided, however, that PurchaserSeller shall not have any indemnification obligations with respect to, the LLC and their respective Affiliates and successors shall fully cooperate with and take such reasonable actions as the Seller may reasonably request or as are not otherwise reasonably necessary to mitigate the Seller's liability be responsible for, any Taxes with respect to this clause Post-Closing Tax Periods (vincluding any Taxes allocated to Post-Closing Tax Periods pursuant to Section 17.6) arising out of or resulting from any reduction in any losses, credits, Reliefs, allowances or other similar Tax attributes of, or allocated under applicable Tax Law to, the Purchased Subsidiaries arising in or attributable to Pre-Closing Tax Periods (including such losses, credits, Reliefs, allowances or other similar Tax attributes which are allocated to Pre-Closing Tax Periods pursuant to Section 17.6).