Common use of Taxable Periods Ending On or Before the Closing Date Clause in Contracts

Taxable Periods Ending On or Before the Closing Date. Seller shall be liable for, and shall indemnify and hold Buyer and the Transferred Entities harmless from, all Taxes for any taxable year or taxable period ending before the Closing Date due or payable by a Transferred Entity.

Taxable Periods Ending On or Before the Closing Date. Seller shall be liable for, and shall indemnify and hold Buyer and the Transferred Entities harmless fromagainst, all Taxes (as defined in Section 8.1(c)) due or payable by the Company for any taxable year or taxable period ending on or before the Closing Date due or payable by a Transferred EntityDate, but in the case of Taxes other than U.S. federal, state and local income taxes only to the extent that the amount of such Taxes exceeds the amount reserved therefor on the applicable Financial Statements.