Pre-Closing Tax Indemnity Sample Clauses

Pre-Closing Tax Indemnity. (a) Subject to the other terms and conditions of this ARTICLE IX, Company shall indemnify and defend Buyer against, and shall hold Buyer harmless from and against, and shall pay and reimburse Buyer for, any and all Losses incurred or sustained by, or imposed upon, the Buyer based upon, arising out of, with respect to or by reason of Company Taxes that are attributable to any Pre-Closing Tax Period including that portion of any Straddle Period ending on the Closing Date.
Sample 1
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Pre-Closing Tax Indemnity. (a) From and after the Closing, Parent shall defend, indemnify and hold harmless Buyer, the Company and the Transferred Companies (collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse the Buyer Indemnitees for, any Taxes incurred by a Buyer Indemnitee by reason of having been a member of an affiliated, consolidated, combined or unitary Tax group which group includes as a member Parent, the Seller or any of their respective Affiliates (other than the Company or any of the Transferred Companies) prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (and any comparable provisions under state, local or foreign Law).
Sample 1
Pre-Closing Tax Indemnity. Buyer and each of its Affiliates shall be indemnified from and against any and all liability for Taxes of (or payable by) any Blockerco, the Company or any of the Subsidiaries attributable to any taxable period (or portion thereof) ending on or before the Closing Date, except to the extent of the amount of Taxes taken into account in the calculation of Net Working Capital, as finally determined. Notwithstanding anything to the contrary contained in this Agreement or otherwise, none of the Equityholders, their respective Affiliates or any of their respective current or former officers, managers, directors, equityholders, employees, limited or general partners, members, advisors, successors, permitted assigns, estates, heirs, executors or administrators shall be required to indemnify Buyer or any of its Affiliates pursuant to this Section 7.11(i).
Sample 1
Pre-Closing Tax Indemnity. Notwithstanding anything to the contrary in this Agreement, except to the extent that Taxes are reflected in the Closing Net Working Capital as finally determined pursuant to Section 2.4 or in the calculation of “Indebtedness” in a manner that actually reduces the Purchase Price, each Seller shall be liable for, and shall pay, and each Seller agrees to indemnify and hold the Buyer and its Affiliates (including the Company) harmless from and against all Pre-Closing Taxes, in each case severally and not jointly, in accordance with such Seller’s Pro Rata Share. Payment by each Seller of any amount due under this Section 7.5 shall be made within ten days following written notice from the Buyer. For the avoidance of doubt, the Sellers’ indemnification obligations under this Section 7.5 shall not be subject to any of the limits on indemnification set forth in Article IX.
Sample 1
Pre-Closing Tax Indemnity. Notwithstanding anything to the contrary in this Agreement, except to the extent that Taxes are taken into account in determining Indebtedness or have been included in Current Liabilities, the Seller Indemnifying Parties shall be jointly and severally liable for and shall pay, and agree to indemnify and hold Purchaser and its Affiliates (including the Company) harmless from and against (a) all Taxes (or the non-payment thereof) of the Company for all Pre-Closing Periods and the portion of any Straddle Period ending on the Closing Date and any Losses associated with such Taxes (or the non-payment thereof), (b) all Taxes and Losses on account of any breach of a representation or warranty set forth in Section 3.21 and (c) any Transfer Taxes that are the responsibility of Seller pursuant to Section 8.4. Payment by Seller of any amount due under this Section 8.5 shall be made within 15 days following written notice from Purchaser. For the avoidance of doubt, the Seller Indemnifying Parties’ indemnification obligations under this Section 8.5 shall not be subject to any of the limits on indemnification set forth in Article 10. Notwithstanding anything to the contrary stated elsewhere in this Agreement, the representations and warranties set forth in Section 3.21 and the indemnification obligations set forth in this Section 8.5 shall survive until 60 days after the expiration of the applicable statute of limitations for the Taxes at issue.
Sample 1
Pre-Closing Tax Indemnity. From and after the Closing, Seller shall, indemnify each Purchaser Indemnified Person from and against any and all Losses incurred or sustained by, or imposed upon, any Purchaser Indemnified Person based upon, arising out of, or with respect to (i) any Taxes imposed on or with respect to the Transferred Entities or the Business for any and all Pre-Closing Tax Periods; (ii) any Taxes imposed on the Transferred Entities as a result of any of the Transferred Entities being a member of a combined, consolidated or unitary group prior to the Closing or Taxes imposed on the Transferred Entities as a transferee, successor, by Contract or pursuant to any Law which Taxes relate to an event or transaction occurring prior to the Closing; (iii) the Transfer Taxes (if any) for which Seller is liable pursuant to Section 6.4; (iv) any payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar Contracts to which any Transferred Entity was obligated, or was a party, in each case prior to the Closing; (v) any Taxes of the Seller arising as a result of the Pre-Closing Reorganization Transactions; (vi) any Taxes of Seller arising as a result of the sale of the Transferred Entity Interests or the sale of the Transferred Equity Interests; and (vii) any Taxes attributable to income inclusion by Purchaser or any of its Affiliates (including any Transferred Entity after the Closing Date) from a partnership or other pass-through entity for the taxable year of the Transferred Entity that includes the Closing Date to the extent such Taxes are attributable to income of such partnership or other pass-through entity for any period or portion of a period occurring on or before the Closing Date. The obligations of Seller pursuant to this Section 6.10 shall survive until the earlier of (x) sixty (60) days following the expiration of the applicable statute of limitations or (y) six (6) years after the Closing Date (and, if a claim is made hereunder within such period, such obligations shall continue to survive with respect to such claim until such claim is finally resolved).
Sample 1
Pre-Closing Tax Indemnity. Notwithstanding anything to the contrary stated elsewhere in this Agreement, the Sellers, jointly and severally, shall indemnify, defend, and hold harmless, the Buyer, the Companies, and their respective Affiliates against any and all Indemnified Taxes. The indemnification required hereunder for Indemnified Taxes shall be made by prompt payment by the Sellers’ Representative, on behalf of the Sellers, as and when the Sellers’ Representative is notified of the amount of such Taxes by the Buyer (or its Affiliate). Notwithstanding anything to the contrary stated elsewhere in this Agreement, the obligations of the Sellers (including the Sellers’ Representative) under this Section 9.8(h) shall survive until sixty (60) days after the expiration of the applicable statute of limitations (including extensions).
Sample 1
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Related to Pre-Closing Tax Indemnity

  • Post-Closing Tax Matters As a result of the Closing, the Transferor Partnership shall terminate for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and its tax year shall close on the Closing Date. The Transferor Agent shall prepare and timely file any federal, state, local and foreign tax or information returns due after Closing that are required to be filed by or on behalf of the Transferor Partnership with respect to all tax years or periods ending on or prior to the Closing Date. The Transferor Agent shall prepare and timely file the terminating tax returns for the Transferor Partnership resulting from the consummation of the transactions contemplated under this Agreement, provided, however, that such tax returns shall be prepared in accordance with the terms and provisions of this Agreement and provided further, that prior to the filing thereof the Transferor Agent shall submit the terminating tax returns to the BRI Partnership for its review and approval, which shall not be unreasonably withheld or delayed. The BRI Partnership shall assist the Transferor Agent in obtaining such data and information regarding the Transferor Agent to permit the Transferor Partnership to prepare such returns or to respond to any audits or assessments for the periods covered by such returns.

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Pre-Closing Actions 4.1. Between the Completion Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Seller shall:

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

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