Common use of Liabilities for Taxes Clause in Contracts

Liabilities for Taxes. (i) Seller shall be liable for, pay (or caused to be paid) and indemnify and hold harmless the Buyer Indemnified Parties from and against (A) all Taxes imposed on the Acquired Companies for any Pre-Closing Tax Period, and with respect to any Straddle Period the portion of such Straddle Period ending on the Closing Date, in the manner described in Section 5.12(a)(iii); (B) Taxes arising from the breach of any representation in Section 3.9; (C) Taxes of any Person attributable to any taxable period for which the Acquired Companies are held liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law) by reason of the Acquired Companies being (or having been or ceasing to be) included in any consolidated, affiliated, combined, aggregate or unitary group (“Company Group”) at any time before the Closing Date; or (D) any Taxes imposed in connection with (a) the Acquired Companies ceasing to be a member of any Company Group; (b) any transaction on or prior to the consummation of the Closing or contemplated by this Agreement between the Acquired Company and any member of any Company Group; or (c) the termination on or prior to the consummation of the Closing of any Indebtedness of the Acquired Companies to any member of any Company Group. For the avoidance of doubt, any Taxes arising from a transaction, other than any transaction contemplated by this Agreement, that is initiated by Buyer or any of its Affiliates with respect to the Acquired Companies on the Closing Date but after the Closing shall be treated as having arisen during the Post-Closing Tax Period for purposes of this Section 5.12(a).

Liabilities for Taxes. (i) Seller The Sellers shall be liable for, pay (or caused cause to be paid) and indemnify and hold harmless the Buyer Indemnified Parties from and against (A) all Taxes imposed on the Acquired Companies Conveyed Entities for any Pre-Closing Tax Period (including any contractual payment due in respect of Group Relief or repayment obligation in respect of amounts received in respect of Group Relief for such Pre-Closing Tax Periods) and the Pre-Closing Share of any such Taxes for any Straddle Period, and with respect to any Straddle Period the portion of such Straddle Period ending on the Closing Date, in the manner described in Section 5.12(a)(iii); (B) all Taxes arising from of the breach of any representation in Section 3.9; Sellers, (C) Taxes of any Person attributable to any taxable period for which any of the Acquired Companies are held Conveyed Entities is or becomes liable under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or under any similar provision of state, local or foreign Lawnon-U.S. law) by reason of the Acquired Companies being (or any such Conveyed Entity having been or ceasing to be) included in any a consolidated, affiliated, combined, aggregate combined or unitary group (“Company Group”) at any time for income Tax purposes before the Closing Date; or Closing, (D) any Taxes imposed in connection with (a) the Acquired Companies ceasing to be a VAT payable by any Conveyed Entity, or recharge of any VAT payable by any other member of a Sellers’ VAT Group, attributable to any Company Group; supplies, self-supplies, or importations or acquisitions made or deemed to have been made for VAT purposes by or to the Conveyed Entity concerned on or before the Closing Date or by or to the members of the Sellers’ VAT Group (bother than, after the Closing Date, any Conveyed Entity) any transaction on or prior to the consummation date on which the Conveyed Entities cease to be members of the Closing Sellers’ VAT Group and the deeming provisions of Section 15 VATCA (or contemplated their equivalent under any other jurisdiction) shall be disregarded in determining what supplies, self-supplies, or importations or acquisitions have been made by or to any person for the purposes of this Agreement between Section 5.13(a)(i), (E) Transfer Taxes for which any Seller is responsible pursuant to Section 5.13(h), (F) any liability of Buyer or any Conveyed Entities to account for any income Tax or social security contributions, whether arising before or after the Acquired Company and any member Closing, in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities, or in respect of any Company Group; acquisition, holding, variation or (c) disposal of securities 62 where the termination acquisition of the security or the grant of the option, or other right to acquire the relevant security occurred on or before the Closing, excluding any liability to the extent that the Sellers have made a payment in respect of that liability pursuant to Section 5.2(j)(ii), (G) any post-Closing obligation of any Conveyed Entity to repay any amount in respect of any payable research and development credit available or accruing prior to the consummation Closing, and (H) Taxes of the Closing Buyer arising by reason of any Indebtedness of the Acquired Companies Buyer having failed to any member of any Company Group. For the avoidance of doubt, any Taxes arising from make a transaction, other than any transaction contemplated by this Agreement, that is initiated by Buyer or any of its Affiliates with respect deduction pursuant to the Acquired Companies provisions of Section 980 TCA (collectively, “Seller Taxes”). (ii) Buyer shall be liable for, pay and indemnify and hold the Seller Indemnitees harmless from and against (A) all Taxes imposed on the Closing Date but after the Closing shall be treated as having arisen during the Conveyed Entities for any Post-Closing Tax Period and the Post-Closing Share of any such Taxes for purposes of this any Straddle Period and (B) Transfer Taxes for which Buyer is responsible pursuant to Section 5.12(a5.13(h) (collectively, “Buyer Taxes”).. (b)

Liabilities for Taxes. (i) Seller The Sellers shall be liable for, pay (or caused cause to be paid) and indemnify and hold harmless the Buyer Indemnified Parties from and against (A) all Taxes imposed on the Acquired Companies Conveyed Entities for any Pre-Closing Tax Period (including any contractual payment due in respect of Group Relief or repayment obligation in respect of amounts received in respect of Group Relief for such Pre-Closing Tax Periods) and the Pre-Closing Share of any such Taxes for any Straddle Period, and with respect to any Straddle Period the portion of such Straddle Period ending on the Closing Date, in the manner described in Section 5.12(a)(iii); (B) all Taxes arising from of the breach of any representation in Section 3.9; Sellers, (C) Taxes of any Person attributable to any taxable period for which any of the Acquired Companies are held Conveyed Entities is or becomes liable under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or under any similar provision of state, local or foreign Lawnon-U.S. law) by reason of the Acquired Companies being (or any such Conveyed Entity having been or ceasing to be) included in any a consolidated, affiliated, combined, aggregate combined or unitary group (“Company Group”) at any time for income Tax purposes before the Closing Date; or Closing, (D) any Taxes imposed in connection with (a) the Acquired Companies ceasing to be a VAT payable by any Conveyed Entity, or recharge of any VAT payable by any other member of a Sellers’ VAT Group, attributable to any Company Group; supplies, self-supplies, or importations or acquisitions made or deemed to have been made for VAT purposes by or to the Conveyed Entity concerned on or before the Closing Date or by or to the members of the Sellers’ VAT Group (bother than, after the Closing Date, any Conveyed Entity) any transaction on or prior to the consummation date on which the Conveyed Entities cease to be members of the Closing Sellers’ VAT Group and the deeming provisions of Section 15 VATCA (or contemplated their equivalent under any other jurisdiction) shall be disregarded in determining what supplies, self-supplies, or importations or acquisitions have been made by this Agreement between the Acquired Company and any member of any Company Group; or (c) the termination on or prior to the consummation of the Closing of any Indebtedness of the Acquired Companies to any member of any Company Group. For person for the avoidance of doubt, any Taxes arising from a transaction, other than any transaction contemplated by this Agreement, that is initiated by Buyer or any of its Affiliates with respect to the Acquired Companies on the Closing Date but after the Closing shall be treated as having arisen during the Post-Closing Tax Period for purposes of this Section 5.12(a5.13(a)(i), (E) Transfer Taxes for which any Seller is responsible pursuant to Section 5.13(h), (F) any liability of Buyer or any Conveyed Entities to account for any income Tax or social security contributions, whether arising before or after the Closing, in respect of the grant, exercise, surrender, exchange or other disposal of an option or other right to acquire securities, or in respect of any acquisition, holding, variation or disposal of securities 62 where the acquisition of the security or the grant of the option, or other right to acquire the relevant security occurred on or before the Closing, excluding any liability to the extent that the Sellers have made a payment in respect of that liability pursuant to Section 5.2(j)(ii), (G) any post-Closing obligation of any Conveyed Entity to repay any amount in respect of any payable research and development credit available or accruing prior to the Closing, and (H) Taxes of Buyer arising by reason of Buyer having failed to make a deduction pursuant to the provisions of Section 980 TCA (collectively, “Seller Taxes”).