Common use of Tax Indemnities Clause in Contracts

Tax Indemnities. (a) Parent shall be responsible for and shall indemnify and hold the Purchaser, Master LLC and their respective Affiliates harmless against all Losses arising out of or arising from any (i) Excluded Tax and (ii) any breach by Parent or any of its Affiliates of any covenant by Parent or its Affiliates set forth in this Article VII. Master LLC and the Companies shall be responsible for and shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of Taxes (other than Excluded Taxes) of Master LLC or the Companies (or attributable to the operation of their businesses) that are imposed on Parent or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to the Parent Members or their Affiliates pursuant to the LLC Agreement or otherwise as a result of Parent Members’ capacity as members of Master LLC. Master LLC and the Companies shall also be responsible for and shall indemnify Purchaser and its Affiliates harmless against all Losses arising out of Taxes of Master LLC or the Companies (or attributable to the operation of their businesses) that are imposed on Purchaser or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to the Purchaser or their Affiliates pursuant to the LLC Agreement or otherwise as a result of the Purchaser’s capacity as a member of Master LLC. Master LLC and the Companies shall indemnify and hold the Purchaser, Parent and their respective Affiliates harmless against all Losses arising out of or arising from any breach by Master LLC or any Company of any covenant by Master LLC or any Company to such indemnified person or its Affiliates set forth in this Article VII. The Purchaser shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of or arising from any breach by the Purchaser or its Affiliates of any covenant by the Purchaser or its Affiliates set forth in this Article VII. For purposes of this Section 7.01(a), Master LLC and the Companies shall not be considered Affiliates of the Purchaser.

Tax Indemnities. (a) Parent The Seller shall indemnify and hold the Purchaser harmless against Excluded Taxes. The Purchaser shall be responsible for and shall indemnify and hold the Purchaser, Master LLC and their respective Affiliates Seller harmless against all Losses Taxes (including, without limitation, REIT Taxes and Taxes (whether arising out of or arising imposed on, before or after the Closing) resulting from any (ior other otherwise attributable to the transactions contemplated by Sections 2.08 and 5.14) Excluded Tax and (ii) any breach by Parent imposed on the Company or any of its Affiliates of any covenant by Parent or its Affiliates set forth in this Article VII. Master LLC and the Companies shall be responsible for and shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of Taxes (Company Subsidiary other than Excluded Taxes. Notwithstanding anything to the contrary set forth herein, with respect to indemnification claims against the Seller pursuant to this Section 7.01(a)(other than with respect to Taxes assessed under any non-U.S. Law and imposed on or payable by the Purchaser, its U.S. Affiliates, the Company or any Company Subsidiary in respect of the sale of Shares by the Seller to the Purchaser), the Seller shall not be liable and no claim shall be made against the Seller pursuant to this Section 7.01(a) unless and until the aggregate amount of Master LLC the Seller’s indemnification obligation under this Section 7.01(a) exceeds $50,000, in which event the Seller shall be liable only for the amount of its indemnification obligation in excess of $50,000; provided, further, however, the Seller shall not be liable and shall have no obligation to make any indemnity payments under Section 7.01(a) with respect to Excluded Taxes or the Companies (other Losses resulting from or otherwise attributable to the operation of their businesses) that are imposed on Parent or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to the Parent Members or their Affiliates pursuant to the LLC Agreement or otherwise as a result of Parent Members’ capacity as members of Master LLC. Master LLC and the Companies shall also be responsible for and shall indemnify Purchaser and its Affiliates harmless against all Losses arising out of Taxes of Master LLC or the Companies (or attributable to the operation of their businesses) that are imposed on Purchaser or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to breach by the Purchaser or their Affiliates pursuant to the LLC Agreement or otherwise as a result any Affiliate of the Purchaser’s capacity as a member Purchaser (including the Company or any Company Subsidiary) of Master LLC. Master LLC their covenants in this Article VII and the Companies Purchaser shall indemnify and hold the Purchaser, Parent and their respective Affiliates Seller harmless against all any Taxes or other Losses arising out of or arising from any breach by Master LLC or any Company of any covenant by Master LLC or any Company attributable to such indemnified person or its Affiliates set forth in this Article VII. The Purchaser shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of or arising from any breach by the Purchaser or its Affiliates of any covenant by the Purchaser or its Affiliates set forth in this Article VII. For purposes of this Section 7.01(a), Master LLC and the Companies shall not be considered Affiliates of the Purchaserbreach.

Tax Indemnities. (a) Parent shall be responsible for and shall indemnify and hold the Purchaser, Master LLC and their respective Affiliates harmless against all Losses arising out of or arising from any (i) Excluded Tax and (ii) any breach by Parent or any of its Affiliates of any covenant by Parent or its Affiliates set forth in this Article VII. Master LLC and the Companies shall be responsible for and shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of Taxes (other than Excluded Taxes) of Master LLC or the Companies (or attributable to the operation of their businesses) that are imposed on Parent or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to the Parent Members or their Affiliates pursuant to the LLC Agreement or otherwise as a result of Parent Members’ capacity as members of Master LLC. Master LLC and the Companies shall also be responsible for and shall indemnify Purchaser and its Affiliates harmless against all Losses arising out of Taxes of Master LLC or the Companies (or attributable to the operation of their businesses) that are imposed on Purchaser or its Affiliates, but should have been imposed on Master LLC or any of the Companies; for the avoidance of doubt, such indemnity shall not cover Taxes attributable to allocations of taxable income to the Purchaser or their Affiliates pursuant to the LLC Agreement or otherwise as a result of the Purchaser’s capacity as a member of Master LLC. Master LLC and the Companies shall indemnify and hold the Purchaser, Parent and their respective Affiliates harmless against all Losses arising out of or arising from any breach by Master LLC or any Company of any covenant by Master LLC or any Company to such indemnified person or its Affiliates set forth in this Article VII. The Purchaser shall indemnify and hold Parent and its Affiliates harmless against all Losses arising out of or arising from any breach by the Purchaser or its Affiliates of any covenant by the Purchaser or its Affiliates set forth in this Article VII. For purposes of this Section 7.01(a), Master LLC and the Companies shall not be considered Affiliates of the Purchaser.