Taxation Liability means the Company's liability for taxes, duties or levies made by the Crown in the right of the Commonwealth of Australia or of any State or Territory or of any of their respective instrumentalities, including income tax, sales tax, customs duty, stamp duty, and all costs, charges, interest, fines, penalties and expenses which are included in, or are incidental to or relate to, the Company's taxation liability. General Indemnity (2) The Vendor indemnifies the Purchaser and the Company in respect of any claims, liability, loss or damage which constitutes a breach of any of the warranties contained in this Agreement. Taxation Indemnity (3)
The Seller shall have no liability to the Buyer (whether under the Tax Covenant, the Tax Warranties or otherwise) in respect of any Taxation Liability of the Company which could have been saved or avoided but for any failure on the part of the Company to enter into any such election(s).
The Buyer hereby covenants with and agrees to pay to the Sellers an amount equal to (on an after-tax basis) any liability which any member of the Sellers' Group (other than Networks) incurs or becomes liable to pay under section 623(5) TCA as a result of any Taxation Liability under section 623 TCA arising in Networks as a result of Completion, not having been paid by Networks within 6 months after Completion.
Except for such Taxation Liability, Seller and its Subsidiaries have established (and until the Effective Time will establish) on their books and records reserves that are adequate for the payment of all Taxes not yet due and payable, but are incurred in respect of Seller or any of its Subsidiaries through such date.
The Warrantors will not be liable for any Claim, Locked Box Claim or otherwise under this Agreement and accordingly no Claim, Locked Box Claim or other claim may be brought, in respect of any loss or liability of any member of the Group (including, without limitation, any Taxation Liability) arising as a result of, in connection with or by reference to, the Debt Capitalisation.
The Warrantors covenant severally to pay to the Purchaser on an after-tax basis an amount equal to any Taxation Liability of the Company arising from any matter, fact, event or circumstance that has occurred on or before the Effective Date in respect of the Company and/or its business and any Taxation Liability as set out in (c) of the definition of Taxation Liability arising at any time and all the limitations of liability as are set out in schedule 5 also apply to the Tax Indemnity given in this clause.