Tax Indemnity by Seller. Except as otherwise provided in Section 7.4 and except to the extent reflected as a liability of a Transferred Entity, excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income, on the Financial Statements, Seller shall promptly pay or cause to be paid, and shall indemnify Purchaser and each of its Subsidiaries and Affiliates (including the Transferred Entities after the Closing Date) (each a "Purchaser Tax Indemnitee") and hold each Purchaser Tax Indemnitee harmless from and against (i) any and all Taxes of or with respect to the Transferred Entities for any Pre-Closing Period (other than (a) any Taxes arising from any action or transaction by Purchaser or its Affiliates (including the Transferred Entities) outside of the ordinary course of business on the Closing Date after the Closing or (b) any Taxes that result from an actual or deemed election under Section 338 of the Code (or any similar provision of state, local or foreign law) with respect to any of the Transferred Entities other than the 338(h)(10) Election Subsidiaries), (ii) any Taxes of another Person claimed from any of the Transferred Entities as a result of any of the Transferred Entities being included prior to the Closing Date in a combined, consolidated or unitary tax group under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) or as a transferee or successor, by contract or otherwise, and (iii) any reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred by a Purchaser Tax Indemnitee in connection with the foregoing (the foregoing clauses (i), (ii) and (iii) collectively, "Excluded Taxes"). For the avoidance of doubt, any deferred intercompany gains or excess loss account inclusions resulting from the deconsolidation of the Transferred Entities shall be considered Excluded Taxes. Payment in full of any amount due from Seller under this Section 7.1 shall be made to the appropriate Purchaser Tax Indemnitee in immediately available funds at least two Business Days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen (15) days after written demand is made for such payment.
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Samples: Purchase and Sale Agreement (Municipal Mortgage & Equity LLC)
Tax Indemnity by Seller. Except as otherwise provided in Section 7.4 and except to the extent reflected as a liability of a Transferred Entity, excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income, on the Financial Statements, Seller shall promptly pay or cause to be paid, and shall indemnify Purchaser and each of its Subsidiaries and Affiliates (including the Transferred Entities after the Closing Date) (each a "“Purchaser Tax Indemnitee"”) and hold each Purchaser Tax Indemnitee harmless from and against (i) any and all Taxes of imposed on the Transferred Entities (or with respect to the Transferred Entities Receivables) for any taxable period ending on or before the Closing Date and with respect to any taxable period beginning before and ending after the Closing Date (a “Straddle Period”), the portion of such Straddle Period deemed to end on and include the Closing Date, (ii) any and all liability as a result of Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law) for Taxes of Seller or any other person (other than the Transferred Entities) which is or has ever been affiliated with any of the Transferred Entities or with whom any of the Transferred Entities otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return, in each case, prior to the Closing Date; (iii) any Tax attributable to any breach of any covenant or agreement of Seller contained in this Agreement; (iv) any liability for Taxes relating to the Martindale/Xxxxxxxx Business and any Taxes arising upon the sale of the Transferred Interests as a result of the inclusion by Seller, any of its Subsidiaries or any of the Transferred Entities of any “deferred intercompany gain” pursuant to Treasury Regulation Section 1.1502-13 or “excess loss account” pursuant to Treasury Regulation Section 1.1502-19; (v) any and all Taxes for which Seller is responsible under Section 7.16; (vi) in the case of a Straddle Period of a Transferred Entity (the “CFC”), any and all Taxes arising out of amounts included by Purchaser (or any of its Subsidiaries) or any other Transferred Entity under Section 951 of the Code but only to the extent attributable to the Pre-Closing Period portion of such Straddle Period of the CFC calculated in accordance with the proviso in Section 7.3 (taking into account, without limitation, any related foreign Tax credits under Section 960 of the Code) and (vii) all reasonable out-of-pocket marginal attorneys’ and other professional fees incurred by Purchaser or any of its Subsidiaries in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 7.1, other than fees incurred in preparing or reviewing any Tax Return in the ordinary course of business and except as otherwise provided in Section 7.6; in each case other than (aA) any Taxes arising from any action or transaction by Purchaser or its Affiliates (including the Transferred Entities) Entities outside of the ordinary course of business on the Closing Date after the Closing (for the avoidance of doubt, such actions or transactions only to include actual actions or transactions, and not actions or transactions merely deemed to occur after the Closing unless so deemed by reason of actual actions or transactions after the Closing), (bB) any Taxes that result from an actual or deemed election under Section 338 of the Code (or any similar provision of state, local or foreign lawLaw) with respect to any of the Transferred Entities other than the 338(h)(10) Election Subsidiaries), (ii) any Taxes of another Person claimed from any of the Transferred Entities as a result sale of any of the Transferred Entities being included prior pursuant to this Agreement, provided that such actual or deemed election is made or caused by the Closing Date Purchaser, (C) any Taxes that result from any breach of any covenant or agreement of Purchaser contained in a combined, consolidated or unitary tax group under Treasury Regulations this Agreement and (D) any Taxes described in Section 1.1502-6 (or any similar provision of state, local or foreign law7.2(e) or as a transferee or successor, by contract or otherwise, (f) (Taxes and (iii) any reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred by a Purchaser Tax Indemnitee described in connection with the foregoing (the foregoing clauses (i) through (vii), (ii) and (iii) collectively, "Excluded “Indemnified Taxes"”). For the avoidance of doubt, with respect to any deferred intercompany gains Tax of or excess loss account inclusions relating to a Transferred Entity that is not wholly owned, directly or indirectly, by Seller as of immediately prior to the Closing, the Indemnified Tax resulting from or arising out of such Tax shall not be greater than (A) the deconsolidation Tax, multiplied by (B) the percentage of the outstanding capital stock or equity interest in such Transferred Entities shall be considered Excluded Taxes. Payment in full Entity that is owned, directly or indirectly, by Seller as of any amount due from Seller under this Section 7.1 shall be made immediately prior to the appropriate Purchaser Tax Indemnitee in immediately available funds at least two Business Days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen (15) days after written demand is made for such paymentClosing.
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Tax Indemnity by Seller. Except as otherwise provided in Section 7.4 and except to the extent such Taxes are reflected as a liability in the calculation of a Transferred Entity, excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income, on the Financial StatementsClosing Working Capital, Seller shall promptly pay or cause to be paid, and shall indemnify Purchaser and each of its Subsidiaries and Affiliates (including the Transferred Entities Company after the Closing Date) (each a "“Purchaser Tax Indemnitee"”) and hold each Purchaser Tax Indemnitee harmless from and against (i) any and all Income Taxes of imposed on or incurred by the Company with respect to the Transferred Entities for any Pre-Closing Period Periods, (including Income Taxes imposed on or incurred by the Company as a result of the Section 338(h)(10) Election and any and all consolidated, combined or unitary Income Taxes reportable on a Combined Tax Return (including any liability pursuant to Treas. Reg. 1.1502-6(a) (or any similar provision of state or local Law) by reason of the inclusion of the Company in a Consolidated Group) (ii) all Taxes based upon or resulting from the failure of the representations and warranties contained in Section 5.9 to be true and correct in all respects as of the date hereof and as of the Closing Date) and (iii) any and all Taxes for which Seller is responsible under Section 9.13, other than (a) any Taxes arising from any action or transaction by Purchaser or its Affiliates (including the Transferred Entities) Company outside of the ordinary course Ordinary Course of business Business on the Closing Date after the Closing or that is not explicitly contemplated by this Agreement, and (b) any Taxes that result from an actual any breach of any covenant or deemed election under Section 338 agreement of Purchaser contained in this Agreement (such Taxes, excluding those described in clauses (a) and (b), “Seller Indemnified Taxes”). Notwithstanding anything to the Code (contrary herein, Seller Indemnified Taxes shall not include any Taxes imposed on or any similar provision of state, local or foreign law) incurred by the Company with respect to any of the Transferred Entities other than the 338(h)(10a taxable period (or portion thereof) Election Subsidiaries), (ii) any Taxes of another Person claimed from any of the Transferred Entities as a result of any of the Transferred Entities being included prior to ending after the Closing Date in other than a combined, consolidated or unitary tax group under Treasury Regulations Section 1.1502-6 (or any similar provision Tax liability arising by reason of state, local or foreign law) or as a transferee or successor, by contract or otherwise, and (iii) any reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred by a Purchaser Tax Indemnitee in connection with the foregoing (the foregoing clauses (i), (ii) and (iii) collectively, "Excluded Taxes"). For the avoidance of doubt, any deferred intercompany gains or excess loss account inclusions resulting from the deconsolidation breach of the Transferred Entities shall be considered Excluded Taxes. Payment representation set forth in full the last sentence of any amount due from Seller under this Section 7.1 shall be made to the appropriate Purchaser Tax Indemnitee in immediately available funds at least two Business Days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, within fifteen (15) days after written demand is made for such payment5.9.
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