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

Liability for Taxes and Related Matters. (a) Seller shall be liable for and shall indemnify Buyer and each Buyer Indemnified Person (as defined in Section 9.2 hereof) 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 any Company or any Company Subsidiary and Taxes resulting from any Company or any Company Subsidiary ceasing to be a member of any affiliated, combined or consolidated group of which such Company or such Company Subsidiary is now a member or attributable to the election to be made under Section 338(h)(10) of the Code and any state, local or foreign law equivalents) (i) imposed on any Company or any Company Subsidiary, or for which any Company or any Company Subsidiary may otherwise be liable, for any Pre- Closing Tax Period, including without limitation, any Taxes triggered by a dividend of shares pursuant to Section 5.9 of this Agreement, the dividends contemplated by Section 3.7(b) of this Agreement or pursuant to Section 338(h)(10) of the Code (and including any Taxes on Phase III income as a result of an election made under Section 338), provided that with respect to Taxes for Pre-Closing Tax Periods not reported on a consolidated, combined or unitary basis with Seller, Seller shall be obligated to indemnify Buyer and the Buyer Indemnified Persons only to the extent such Taxes are in excess of the respective Liability for such Taxes as set forth in the Financial Statements of the Companies and Company Subsidiaries as of December 31, 1999, (ii) imposed with respect to any corporation (other than any Company or any Company Subsidiary) that was a member of an affiliated, combined or consolidated group of which any Company or any Company Subsidiary was a member prior to the Closing Date, for any taxable year, or (iii) attributable to Seller's breach of any representation, warranty or covenant contained in Section 3.9 hereof or this Article VII of this Agreement, provided that Seller shall be obligated to indemnify Buyer and the Buyer Indemnified Persons for matters covered by the indemnity provisions of Section 7.11 hereof only to the extent provided in and pursuant to Section 7.11 hereof. Seller shall be entitled to any refund of Taxes of any Company or any Company Subsidiary (net of Taxes payable by such Company or such Company Subsidiary thereon) received in respect of any Pre-Closing Tax Period except to the extent such refund (i) relates to Taxes for Pre-Closing Tax Periods not reported on a consolidated, combined or unitary basis with Seller, and (ii) is not in excess of the respective Tax Liability set forth on the Financial Statements provided pursuant to Section 3.6 hereof.

Liability for Taxes and Related Matters. (a) Seller shall be liable for and shall indemnify Buyer and each Buyer Indemnified Person (as defined in Section 9.2 hereof) 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 any Company or any Company Subsidiary and Taxes resulting from any Company or any Company Subsidiary ceasing to be a member of any affiliated, combined or consolidated group of which such Company or such Company Subsidiary is now a member or attributable to the election to be made under Section 338(h)(10) of the Code and any state, local or foreign law equivalents) (i) imposed on any Company or any Company Subsidiary, or for which any Company or any Company Subsidiary may otherwise be liable, for any Pre- Pre-Closing Tax Period, including without limitation, any Taxes triggered by a dividend of shares pursuant to Section 5.9 of this Agreement, the dividends contemplated by Section 3.7(b) of this Agreement or pursuant to Section 338(h)(10) of the Code (and including any Taxes on Phase III income as a result of an election made under Section 338), provided that with respect to Taxes for Pre-Closing Tax Periods not reported on a consolidated, combined or unitary basis with Seller, Seller shall be obligated to indemnify Buyer and the Buyer Indemnified Persons only to the extent such Taxes are in excess of the respective Liability for such Taxes as set forth in the Financial Statements of the Companies and Company Subsidiaries as of December 31, 1999, (ii) imposed with respect to any corporation (other than any Company or any Company Subsidiary) that was a member of an affiliated, combined or consolidated group of which any Company or any Company Subsidiary was a member prior to the Closing Date, for any taxable year, or (iii) attributable to Seller's breach of any representation, warranty or covenant contained in Section 3.9 hereof or this Article VII of this Agreement, provided that Seller shall be obligated to indemnify Buyer and the Buyer Indemnified Persons for matters covered by the indemnity provisions of Section 7.11 hereof only to the extent provided in and pursuant to Section 7.11 hereof. Seller shall be entitled to any refund of Taxes of any Company or any Company Subsidiary (net of Taxes payable by such Company or such Company Subsidiary thereon) received in respect of any Pre-Closing Tax Period except to the extent such refund (i) relates to Taxes for Pre-Closing Tax Periods not reported on a consolidated, combined or unitary basis with Seller, and (ii) is not in excess of the respective Tax Liability set forth on the Financial Statements provided pursuant to Section 3.6 hereof.

Liability for Taxes and Related Matters. (a) Seller FDS shall be liable for and shall indemnify Buyer and each Buyer Indemnified Person Purchaser for (as defined in Section 9.2 hereofi) for all Taxes (including, without limitation, any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary basis that are imposed with respect to a group of corporations that includes or included any the Company or any Company Subsidiary and Taxes resulting from any Company or any Company Subsidiary ceasing to be a member of any affiliated, combined or consolidated group of which such Company or such Company Subsidiary is now a member or attributable to the election to be made under Section 338(h)(10) of the Code and any state, local or foreign law equivalents) (i) imposed on any Company or any Company Subsidiary, or for which any the Company or any Company Subsidiary may otherwise be liable, for any Pre- Pre-Closing Tax Period, including including, without limitation, any and all Taxes triggered by a dividend of shares pursuant relating to Section 5.9 of this Agreementthe income, the dividends contemplated by Section 3.7(b) of this Agreement business, activities, operations, property or pursuant to Section 338(h)(10) assets of the Code (and including Company or any Taxes on Phase III income as a result of an election made under Section 338), provided that Subsidiary with respect to Taxes for Pre-Closing Tax Periods not reported on a consolidated, combined or unitary basis with Seller, Seller shall be obligated to indemnify Buyer and the Buyer Indemnified Persons only to the extent such Taxes are in excess of the respective Liability for such Taxes as set forth in the Financial Statements of the Companies and Company Subsidiaries as of December 31, 1999, (ii) imposed with respect to any corporation (other than any Company or any Company Subsidiary) that was a member of an affiliated, combined or consolidated group of which any Company or any Company Subsidiary was a member prior to the Closing Date, for any taxable year, or (iii) attributable to Seller's breach of any representation, warranty or covenant contained in Section 3.9 hereof or this Article VII of this Agreement, provided that Seller shall be obligated to indemnify Buyer and the Buyer Indemnified Persons for matters covered by the indemnity provisions of Section 7.11 hereof only to the extent provided in and pursuant to Section 7.11 hereof. Seller shall be entitled to any refund of Taxes of any Company or any Company Subsidiary (net of Taxes payable by such Company or such Company Subsidiary thereon) received in respect of any Pre-Closing Tax Period except and any such Taxes for which the Company or any Subsidiary is or may be or become severally liable under Treasury Regulation Section 1.1502-6 or 1.1502-78(b)(2) (or any similar provision under any applicable foreign, state or local law); provided, that FDS shall be obligated to make payments to Purchaser pursuant to this Section 7.6(a)(i) only to the extent that the cumulative amount that would otherwise be payable by FDS pursuant to this Section 7.6(a)(i) (notwithstanding this proviso) exceeds the cumulative amount of the accruals and reserves for Taxes reflected in the AH Financial Statements, as adjusted for such refund accruals or reserves arising in the ordinary course of business consistent with past practices after the date thereof, (ii) any and all Taxes resulting from a breach of the provisions of Section 3.7, and (iii) liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax for which FDS is liable pursuant to (i) relates or (ii) above, including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any Tax, and any liability as transferee. The indemnification obligations of FDS contained in this Section 7.6(a) shall survive until 60 days after the expiration of the applicable statute of limitations, including any extensions thereof (provided, however, that the representations and warranties set forth in Section 3.7 shall only survive until the 18-month anniversary of the Closing, and Purchaser shall not be entitled to assert any claim for indemnification pursuant to clause (i) of the first sentence of this Section 7.6(a) after the expiration of such survival period; provided further, however, that if, on or prior to such expiration of the survival period, a notice of an indemnification claim under such clause shall have been given to FDS, then Purchaser shall continue to have the right to be indemnified with respect of such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved), and are separate from the FDS’ other obligations in this Article VII and are not subject to the limitations on the amount of indemnification otherwise contained in this Agreement. Purchaser shall be liable for and indemnify FDS for (x) all Taxes that are imposed with respect to the Company or any Subsidiary, or for Prewhich the Company or any Subsidiary may otherwise be liable for all Taxes with respect to any Post-Closing Tax Periods not reported on a consolidated, combined or unitary basis with Seller, Period and (iiy) is not any and all liabilities, costs, expenses (including reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax described in excess of the respective Tax Liability set forth on the Financial Statements provided pursuant to Section 3.6 hereof(x) above.