Common use of Liability for Taxes and Related Matters Clause in Contracts

Liability for Taxes and Related Matters. (i) Seller's Indemnification of Purchaser. Seller shall be liable for and indemnify Purchaser for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date. Seller shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Seller is required to indemnify Purchaser under this Article VIII. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i), the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit of such refunds, credits or offsets.

Liability for Taxes and Related Matters. (a) Except to the extent of any amounts reserved for Taxes (other than reserves for deferred taxes, if any) on the Closing Statement, Parent and Seller shall be responsible for and indemnify and hold harmless Purchaser, against any and all liability (including reasonable fees for attorneys and other outside consultants incurred in contesting or otherwise in connection with any such liability as reasonably agreed to by Seller and parent) for (i) Seller's Indemnification of Purchaser. Seller shall be liable for and indemnify Purchaser for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable Taxable year or period that ends ending on or before the Closing Date andDate, (ii) Taxes relating to the Purchased Assets for any Taxable year or period ending on or before the Closing Date, (iii) with respect to any taxable Taxable year or period beginning before and ending after the Closing Date, Taxes of the Subsidiaries and Taxes relating to the Purchased Assets for the portion of such taxable year period ending on and including the Closing Date, (iv) all income, franchise or similar Taxes measured by income or gain realized on the deemed sale of assets resulting, directly or indirectly, from the Elections, (v) all liability for income Taxes of Seller or any affiliate (other than liability for Income Taxes of the Subsidiaries arising out of a Post-closing Period) thereof arising from the application of Treasury Regulations ss. 1.1502-6 or any analogous state or local tax provision. Seller shall also indemnify, defend and hold harmless Purchaser from be entitled to all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection refunds with any liability to, or claim by, any taxing authority, for respect to Taxes for which Seller is required to indemnify Purchaser under this Article VIII. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i)has responsibility hereunder, other than refunds resulting from carrybacks from taxable years beginning after the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit of such refunds, credits or offsetsClosing Date.

Liability for Taxes and Related Matters. (i) Seller's Indemnification RAC shall prepare in a manner consistent with past practice of Purchaser. Seller shall Crown Bank, and timely file all Tax Returns required to be filed by Crown Bank, the due date of which (without extensions) occurs on or before the Closing Date and be liable for and indemnify Purchaser for shall pay all Taxes (including, without limitation, including any obligation to contribute to the payment of a tax Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Crown Bank Group Subsidiaries and Taxes resulting from the Group Subsidiaries Crown Bank ceasing to be a member of the Seller's affiliated groupCrown Bank Group (x) imposed on Crown Bank, or for which Crown Bank may otherwise be liable, for any Pre-Closing Tax Period, or (y) imposed on any Person (other than Crown Bank) that was a member of an affiliated, combined or consolidated group of which Crown Bank was a member prior to the Closing Date, for any taxable year, or (z) imposed as a result of or attributable to the 338 Elections and Section 338(h)(10) Election described herein. Prior to the due date for filing any state law equivalent), other than Taxes Tax Returns for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable year or period that ends on or before periods prior to the Closing Date andother than Crown Bank’s final federal and state income tax returns, with respect as described below, RAC shall make available to any taxable year Acquiror a draft of such Tax Returns. Acquiror shall have the opportunity to review and comment on the draft of such Tax Returns. RAC also will prepare or cause to be prepared Crown Bank’s final federal and state income tax returns for the period beginning before and ending after through the Closing Date, the portion Date and will make available to Acquiror drafts of such taxable year ending on returns for its and including the Closing Datehis review and approval prior to filing (which approval will not be unreasonably withheld or delayed). Seller RAC shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection with reimburse Acquiror upon demand for any liability to, or claim by, any taxing authority, for Taxes for which Seller is required to indemnify Purchaser under this Article VIII. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i), the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to Pre-Closing Tax Periods paid by Acquiror to the extent they exceed the reserve for Tax liability (excluding any Group Subsidiary's treatment of finance charges related reserve for deferred Taxes established to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs reflect temporary differences between book and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expensesTax income), in connection with the pursuit of such refunds, credits or offsets.

Liability for Taxes and Related Matters. (ia) Seller's Indemnification of Purchaser. Seller shall be liable for and indemnify Purchaser for timely pay(i) all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on or incurred by the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable Company for any taxable year or period that ends for purpose of computing Taxes ending on or before the Closing Date and(including any Taxes which are solely attributable to the election under Section 338(h)(10) of the Code for the Company or any analogous elections under state law), with respect to (ii) (A) all Taxes for which the Company is liable by reason of having been a member of an affiliated, combined, unitary or other group, and (B) income Taxes of another Person for which the Company is liable as transferee or successor or by contract, for any taxable year period ending on or before the Closing Date and (iii) a portion, determined as described below, of any other Taxes which are imposed on or incurred by the Company for any period beginning for purposes of computing Taxes which begins before and ending ends after the Closing DateDate (a "STRADDLE PERIOD"). Buyer shall be liable for all other Taxes which are imposed on or incurred by the Company and for any Taxes incurred as the result of Buyer causing any sale, exchange, or distribution of the assets of the Company on the Closing Date other than Taxes resulting solely from an election under Section 338(h)(10) of the Code or analogous elections under state law. Should any other Taxes be imposed on or incurred by the Company for any Straddle Period, Seller shall be liable for only the portion of such Taxes (which shall in no event exceed the amount of Taxes being apportioned) which is attributable to the taxable year ending events and activities (including based upon or related to income or receipts) which occurred during the Straddle Period and on and including or before the Closing Date. Seller ; provided that ad valorem Taxes and state franchise Taxes (other than franchise Taxes measured by net income) and any other Taxes computed in a similar manner as ad valorem Taxes and state franchise Taxes (other than franchise Taxes measured by net income) ("SIMILAR TAXES") shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred be determined by Purchaser (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for prorating such Taxes for which Seller is a Straddle Period on a daily basis. Any allocation of income, deductions or other Tax items required to indemnify Purchaser under this Article VIII. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i), the amount or economic benefit of determine any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) including or ending on the Closing Date shall be for made by means of a closing of the account books of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit Company as of such refunds, credits or offsetsthe Closing Date.