Liability for Taxes. (i) Parent ----------- ------------------- shall be liable for and pay, and pursuant to Article XI shall indemnify and hold ---------- harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. (S) 1.1502- 6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the HEA Membership Interests or the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; provided, however, that -------- ------- Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares, the HEA Membership Interests or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the HEA Membership Interests or the SMMSLP LP Interests as a result of actual transactions not in the o...
Liability for Taxes. Contractor represents and warrants that it shall pay all taxes or similar amounts resulting from this Contract, including, but not limited to, any federal, state, or local income, sales or excise taxes of Contractor or its employees. TFC shall not be liable for any taxes resulting from this Contract.
Liability for Taxes. 10.5.1 The Borrower shall make all payments to be made by it without any Tax deduction, unless a Tax deduction is required by law. The Borrower shall promptly upon becoming aware that it must make a Tax deduction (or that there is any change in the rate or the basis of a Tax deduction) notify the Lender.
Liability for Taxes. (a) Seller shall be liable for and pay, and shall indemnify, defend and hold harmless Buyer from and against, any Taxes imposed on the Company, or for which the Company may otherwise be liable (i) for any Pre-Closing Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion of the Closing Date after the Closing. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a).
Liability for Taxes. The Seller Parties shall be liable for and pay, and pursuant to this Article VII shall indemnify the Buyer Indemnitees against, all Taxes (including any amounts owed by a Buyer Indemnitee relating to Taxes pursuant to a contract or otherwise) applicable to the business and the assets of CCTP, in each case attributable to taxable years or periods ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date. Buyer shall be liable for and pay, and pursuant to this Article VII (but without duplication of any amount specified in Section 2.5 or any indemnity under Section 7.1) shall indemnify each Seller Indemnitee from and against, all Taxes applicable to the business and the assets of CCTP that are attributable to taxable years or periods beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; provided, however, that Buyer shall not be liable for or pay, and shall not indemnify any Seller Indemnitee from and against, any Taxes for which the Seller Parties are liable under this Agreement, including pursuant to the preceding sentence. For purposes of this Section 7.5(a), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.
Liability for Taxes. HHSC is not responsible in any way for the payment of any Federal, state or local taxes related to or incurred in connection with the HMO’s performance of this Contract. HMO must pay and discharge any and all such taxes, including any penalties and interest. In addition, HHSC is exempt from Federal excise taxes, and will not pay any personal property taxes or income taxes levied on HMO or any taxes levied on employee wages.
Liability for Taxes. HHSC is not responsible in any way for the payment of any Federal, state or local taxes related to or incurred in connection with the MCO’s performance of this Contract. MCO must pay and discharge any and all such taxes, including any penalties and interest. In addition, HHSC is exempt from Federal excise taxes, and will not pay any personal property taxes or income taxes levied on MCO or any taxes levied on employee wages.
Liability for Taxes. (a) From and after the Closing, the Sellers shall indemnify WRF, the Legend Companies and their respective Affiliates, and hold them harmless from and against, any Loss to WRF, any Legend Company or any of their respective Affiliates incurred by reason of or resulting from any and all Taxes or other amounts imposed on any of the Legend Companies or attributable to the activities of any of the Legend Companies with respect or pursuant to (i) any taxable period of any of the Legend Companies ending on or prior to the Closing Date (a "Pre- Closing Period"), (ii) any taxable period of any of the Legend Companies beginning before the Closing Date and ending after the Closing (a "Straddle Period") but only with respect to the portion of such Straddle Period ending at the end of the day on the Closing Date and in the manner provided in Section 8.2(d) hereof (such portion, a "Pre-Closing Straddle Period"), (iii) a breach or inaccuracy in any representation contained in Section 3.12 of this Agreement or any covenant of the Sellers set forth in this Article VIII, (iv) any Taxes imposed on any member of any group with which any Legend Company files or has filed a Tax Return on an affiliated, consolidated, combined or unitary basis for any Tax period beginning on or before the Closing Date, (v) Taxes or other payments required to be made after the Closing Date by any Legend Company to any Person under any Tax Sharing, indemnity or allocation agreement (whether written or oral) and (vi) the actions or circumstances set forth on Schedules 3.15(g) and 3.15(h) to this Agreement; provided that such indemnification shall not apply or extend to any Taxes which are properly reflected as a liability on the Net Working Capital Certificate. Xxxxxx X. Xxxxxxx shall be jointly and severally liable for any such Taxes and each other Seller shall be severally liable for each such Taxes pro rata in proportion to such Seller's Purchase Price Percentage.
Liability for Taxes. Employer shall have no liability for any tax obligation of Executive attributable to any payment made under this Agreement except for customary federal and state withholding taxes (e.g., social security, Medicare, etc.). Employer may withhold from any such payment such amounts as may be required by applicable provisions of the Internal Revenue Code, other tax laws, and the rules and regulations of the Internal Revenue Service and other tax agencies, as in effect at the time of any such payment.
Liability for Taxes. (a) For purposes of this Agreement:
