Common use of Allocation of Tax Liability Clause in Contracts

Allocation of Tax Liability. a. Seller will, to the extent permitted by applicable law, elect with the appropriate Governmental and Regulatory Authority to close the taxable period of the Company with respect to income Taxes as of and including the Closing Date (a "Closing Date Election"). In any case where applicable law does not permit a Closing Date Election to be made with respect to the Company, any Tax pertaining to a period that begins on or before the Closing Date and ends after the Closing Date shall be allocated in accordance with this Section 10.5.a. In the case of Taxes with respect to or payable by the Company with respect to a Tax period that includes but does not end on the Closing Date, the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made (i) in the case of any Tax based on or related to income, gross receipts, sales or use, on the basis of an interim closing of the books of the Company as of the close of business on the Closing Date, and (ii) in the case of any Tax other than a Tax based on or related to income, gross receipts, sales, or use, on the basis of the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date, and the denominator of which is the number of days in the entire Tax period. b. Notwithstanding the Cap set forth in Section 10.2.b hereof, Seller shall be responsible for and pay and shall indemnify and hold harmless Purchaser and the Company with respect to any and all Taxes imposed on the Company, or for which the Company is or shall become liable, including, without limitation, any such Taxes for which the Company is or shall become liable under Treasury Regulation Section 1.502-6 or 1.1502-78(b)(2) (or any similar provisions under any applicable foreign, state or local law), with respect to (i) any Tax periods (or portions thereof) ending on or before the Closing Date, and (ii) any Tax allocated to a Pre-Closing Period pursuant to Section 10.5.a; provided, that in the case of any adjustment to any item of loss or expense for any such years, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation of the Company) including by reason of any increase in a net operating loss, the Seller's obligations shall be limited to (i) the amount of interest (computed at the appropriate statutory rates) and penalties actually paid to the appropriate taxing authorities by the Company as a result of such timing differences in the case of audit adjustments, or (ii) interest at the rate of eight percent (8%) per annum in the case of other adjustments. Notwithstanding the foregoing, Purchaser agrees to pay and indemnify Seller for any Tax owed by Seller (by reason of the Company having been part of an affiliated, combined, consolidated, unitary or similar group, for federal, state, local or foreign tax purposes, which includes Seller) resulting from any transaction engaged in by the Company not in the ordinary course of business occurring on the Closing Date after Purchaser's acquisition of the Company's stock. c. Other than reports and returns referred to in paragraph (d) below, from and after the Closing Date, Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of the Company required to be filed with respect to any Tax period that includes (but does not end on) the Closing Date. Except as provided in paragraph (b) above, Purchaser shall cause the Company to pay the appropriate taxing authorities the Taxes shown to be due and payable on all such Tax Returns of the Company filed after the Closing Date, concurrent with the filing of such Tax Returns. Such Tax Returns of the Company shall be prepared on a basis consistent with the Tax Returns filed by or with respect to the Company for previous taxable periods, subject to the requirements of applicable law. Purchaser shall permit Seller to review and comment on each such Tax Return at least 30 days prior to the due date for filing and shall make such revisions to such Tax Returns to the extent they relate to periods ending with and/or transactions occurring on or prior to the Closing Date as Seller reasonably requests. d. Seller shall include the income of the Company for all periods through the Closing Date on its consolidated federal and, where permitted and consistent with past practice, consolidated, combined or unitary state and local income Tax Returns and pay any federal and state income Taxes owing on such income. All such Tax Returns ("Consolidated Returns"), together with all other Tax Returns with respect to Taxes of the Company for any Tax period ending on or prior to the Closing Date, shall be prepared by Seller in a manner consistent with prior practice, subject to the requirements of applicable law. Purchaser shall cause the Company to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this paragraph. Seller shall permit Purchaser to review and comment on each such Tax Return (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) within a reasonable time (which shall not be less than 30 days) prior to the due date for filing. Notwithstanding the foregoing, Seller shall permit Purchaser to review and comment on any consolidated, combined or unitary income Tax Return filed by Seller for a Tax period that begins on or before and ends after the Closing Date within a reasonable time (which shall not be less than 30 days) prior to the due date for filing, provided such Tax Return includes any income of the Company for any Post-Closing Period and such review shall be limited solely to the portion thereof which relates to the Company. Purchaser shall file or cause to be filed, on a timely basis, all such Tax Returns (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) for which Purchaser is responsible under this Section 10.5 and shall provide written certification to Seller of each such filing. Purchaser shall cause the Company to timely file separate, combined or consolidated income Tax Returns, or shall include the Company, in its combined or consolidated income Tax Returns for all Taxable periods ending after the Closing Date and shall pay or cause to be paid all Taxes required to be paid in respect of such Tax Returns. e. Except as otherwise provided above, Purchaser shall prepare and file, or cause to be prepared and filed, in each case in a timely manner, all Tax Returns required to be filed by the Company after the Closing Date and all Taxes indicated as due and payable on such Tax Returns shall be paid by Purchaser.

Allocation of Tax Liability. a. Seller will(a) Notwithstanding any other provision of this Agreement, to the extent permitted by applicable law, elect with Shareholders shall be responsible for the appropriate Governmental and Regulatory Authority to close the taxable period payment of all Liabilities of the Company for Taxes related or allocable to a period ending before the Closing Date that have not been paid or adequately reserved against on the balance sheet of the Company included in the Financial Statements. The Company and Purchaser shall be responsible for all other Taxes. The Company shall prepare and file all necessary documentation and Tax Returns to be filed by the Company after the Closing Date and shall allow the Shareholders sufficient time and opportunity to review and approve all such documentation and Tax Returns, which approval shall not be unreasonably withheld. (b) For purposes of Section 5.11(a), in the case of Taxes that are payable with respect to income Taxes as of and including the Closing Date (a "Closing Date Election"). In any case where applicable law does not permit a Closing Date Election to be made with respect to the Company, any Tax pertaining to a taxable period that begins on or before the Closing Date and ends after the Closing Date shall be allocated in accordance with this Section 10.5.a. In the case of Taxes with respect to or payable by the Company with respect to a Tax period that includes but does not end on the Closing Date, the allocation portion of any such Taxes between Tax that is allocable to the Pre-portion of the period ending the day prior to the Closing Period and the Post-Closing Period shall be made Date shall: (i) in the case of any Tax Taxes that are either (x) based on upon or related to incomeincome or receipts or (y) imposed in connection with any sale, gross receiptsother transfer or assignment or any deemed sale, sales transfer or useassignment of property (real or personal, on tangible or intangible), be deemed equal to the basis of an interim closing of amount that would be payable if the books of the Company as of the close of business taxable year ended on the Closing Date, and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Company or otherwise measured by the level of any Tax other than a Tax based on or related item, be deemed to income, gross receipts, sales, or use, on the basis of be the amount of such Tax Taxes for the entire Tax period multiplied by a fraction(or, the numerator of which is the number of days in the Tax period ending on and including the Closing Date, and the denominator of which is the number of days in the entire Tax period. b. Notwithstanding the Cap set forth in Section 10.2.b hereof, Seller shall be responsible for and pay and shall indemnify and hold harmless Purchaser and the Company with respect to any and all Taxes imposed on the Company, or for which the Company is or shall become liable, including, without limitation, any such Taxes for which the Company is or shall become liable under Treasury Regulation Section 1.502-6 or 1.1502-78(b)(2) (or any similar provisions under any applicable foreign, state or local law), with respect to (i) any Tax periods (or portions thereof) ending on or before the Closing Date, and (ii) any Tax allocated to a Pre-Closing Period pursuant to Section 10.5.a; provided, that in the case of any adjustment to any item of loss or expense for any such yearsTaxes determined on an arrears basis, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation of the Company) including by reason of any increase in a net operating loss, the Seller's obligations shall be limited to (i) the amount of interest (computed at such Taxes for the appropriate statutory ratesimmediately preceding period) and penalties actually paid to multiplied by a fraction the appropriate taxing authorities by the Company as a result numerator of such timing differences in the case of audit adjustments, or (ii) interest at the rate of eight percent (8%) per annum in the case of other adjustments. Notwithstanding the foregoing, Purchaser agrees to pay and indemnify Seller for any Tax owed by Seller (by reason of the Company having been part of an affiliated, combined, consolidated, unitary or similar group, for federal, state, local or foreign tax purposes, which includes Seller) resulting from any transaction engaged in by the Company not in the ordinary course of business occurring on the Closing Date after Purchaser's acquisition of the Company's stock. c. Other than reports and returns referred to in paragraph (d) below, from and after the Closing Date, Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of the Company required to be filed with respect to any Tax period that includes (but does not end on) the Closing Date. Except as provided in paragraph (b) above, Purchaser shall cause the Company to pay the appropriate taxing authorities the Taxes shown to be due and payable on all such Tax Returns of the Company filed after the Closing Date, concurrent with the filing of such Tax Returns. Such Tax Returns of the Company shall be prepared on a basis consistent with the Tax Returns filed by or with respect to the Company for previous taxable periods, subject to the requirements of applicable law. Purchaser shall permit Seller to review and comment on each such Tax Return at least 30 days prior to the due date for filing and shall make such revisions to such Tax Returns to the extent they relate to periods ending with and/or transactions occurring on or prior to the Closing Date as Seller reasonably requests. d. Seller shall include the income of the Company for all periods through the Closing Date on its consolidated federal and, where permitted and consistent with past practice, consolidated, combined or unitary state and local income Tax Returns and pay any federal and state income Taxes owing on such income. All such Tax Returns ("Consolidated Returns"), together with all other Tax Returns with respect to Taxes of the Company for any Tax period ending on or prior to the Closing Date, shall be prepared by Seller in a manner consistent with prior practice, subject to the requirements of applicable law. Purchaser shall cause the Company to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this paragraph. Seller shall permit Purchaser to review and comment on each such Tax Return (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) within a reasonable time (which shall not be less than 30 days) prior to the due date for filing. Notwithstanding the foregoing, Seller shall permit Purchaser to review and comment on any consolidated, combined or unitary income Tax Return filed by Seller for a Tax period that begins on or before and ends after the Closing Date within a reasonable time (which shall not be less than 30 days) prior to the due date for filing, provided such Tax Return includes any income of the Company for any Post-Closing Period and such review shall be limited solely to the portion thereof which relates to the Company. Purchaser shall file or cause to be filed, on a timely basis, all such Tax Returns (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) for which Purchaser is responsible under this Section 10.5 and shall provide written certification to Seller of each such filing. Purchaser shall cause the Company to timely file separate, combined or consolidated income Tax Returns, or shall include the Company, in its combined or consolidated income Tax Returns for all Taxable periods ending after the Closing Date and shall pay or cause to be paid all Taxes required to be paid in respect of such Tax Returns. e. Except as otherwise provided above, Purchaser shall prepare and file, or cause to be prepared and filed, in each case in a timely manner, all Tax Returns required to be filed by the Company after the Closing Date and all Taxes indicated as due and payable on such Tax Returns shall be paid by Purchaser.which

Allocation of Tax Liability. a. Seller will, to (a) The Sellers shall indemnify and hold the extent permitted by applicable law, elect with the appropriate Governmental Dialysis Companies and Regulatory Authority to close the taxable period RCG harmless from (i) any Liability of the Company Dialysis Companies for Taxes related or allocable to a period ending on or before the Closing Date, including any Taxes attributable to any elections or election made by RCG or the Dialysis Companies under Section 338 of the Code, and (ii) any Liability for Taxes of Sellers or any member of their Affiliated Group other than the Dialysis Companies whenever arising. RCG shall indemnify and hold Sellers harmless from and against any Liability for Taxes of the Dialysis Companies related to any period following the Closing Date. (b) In the case of Taxes that are payable with respect to income Taxes as of and including the Closing Date (a "Closing Date Election"). In any case where applicable law does not permit a Closing Date Election to be made with respect to the Company, any Tax pertaining to a taxable period that begins on or before the Closing Date and ends after the Closing Date shall be allocated in accordance with this Section 10.5.a. In Date, the case portion of Taxes with respect any such Tax that is allocable to or payable by the Company with respect to a Tax portion of the period that includes but does not end ending on the Closing Date, the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made Date shall: (i) in the case of any Tax Taxes that are either (x) based on upon or related to incomeincome or receipts or (y) imposed in connection with any sale, gross receiptsother transfer or assignment or any deemed sale, sales transfer or useassignment of property (real or personal, on tangible or intangible), be deemed equal to the basis of an interim closing of amount that would be payable if the books of the Company as of the close of business taxable year ended on the Closing Date, and (ii) in the case of any Tax other than Taxes imposed on a Tax based on or related periodic basis (such as property taxes), be deemed to income, gross receipts, sales, or use, on the basis of be the amount of such Tax Taxes for the entire Tax period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of such period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of clause (i) above, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the period beginning before the Closing Date and, pursuant to clause (i) treated as ending on the Closing Date, based on the pro rata portion of such item determined by multiplying the total amount of such item times a fraction, the numerator of which is the number of calendar days in the Tax period ending on up to and including the Closing Date, Date and the denominator of which is the total number of calendar days in the entire Tax period. b. Notwithstanding (c) The Dialysis Companies will furnish Tax information to the Cap set forth in Section 10.2.b hereof, Seller shall be responsible Sellers for and pay and shall indemnify and hold harmless Purchaser and the Company with respect to any and all Taxes imposed on the Company, or for which the Company is or shall become liable, including, without limitation, any such Taxes for which the Company is or shall become liable under Treasury Regulation Section 1.502-6 or 1.1502-78(b)(2) (or any similar provisions under any applicable foreign, state or local law), with respect to (i) any Tax periods (or portions thereof) ending on or before the Closing Date, and (ii) any Tax allocated to a Pre-Closing Period pursuant to Section 10.5.a; provided, that inclusion in the case of any adjustment to any item of loss or expense Sellers' federal consolidated income Tax Return for any such years, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation of the Company) including by reason of any increase in a net operating loss, the Seller's obligations shall be limited to (i) the amount of interest (computed at the appropriate statutory rates) and penalties actually paid to the appropriate taxing authorities by the Company as a result of such timing differences in the case of audit adjustments, or (ii) interest at the rate of eight percent (8%) per annum in the case of other adjustments. Notwithstanding the foregoing, Purchaser agrees to pay and indemnify Seller for any Tax owed by Seller (by reason of the Company having been part of an affiliated, combined, consolidated, unitary or similar group, for federal, state, local or foreign tax purposes, which period that includes Seller) resulting from any transaction engaged in by the Company not in the ordinary course of business occurring on the Closing Date after Purchaser's acquisition of the Company's stock. c. Other than reports and returns referred to in paragraph (d) below, from and after the Closing Date, Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of the Company required to be filed with respect to any Tax period that includes (but does not end on) the Closing Date. Except as provided in paragraph (b) above, Purchaser shall cause the Company to pay the appropriate taxing authorities the Taxes shown to be due and payable on all such Tax Returns of the Company filed after the Closing Date, concurrent accordance with the filing of such Tax Returns. Such Tax Returns of the Company shall be prepared on a basis consistent with the Tax Returns filed by or with respect to the Company for previous taxable periods, subject to the requirements of applicable law. Purchaser shall permit Seller to review Sellers' past custom and comment on each such Tax Return at least 30 days prior to the due date for filing and shall make such revisions to such Tax Returns to the extent they relate to periods ending with and/or transactions occurring on or prior to the Closing Date as Seller reasonably requestspractice. d. Seller shall include the income of the Company for all periods through the Closing Date on its consolidated federal and, where permitted and consistent with past practice, consolidated, combined or unitary state and local income Tax Returns and pay any federal and state income Taxes owing on such income. All such Tax Returns ("Consolidated Returns"), together with all other Tax Returns with respect to Taxes of the Company for any Tax period ending on or prior to the Closing Date, shall be prepared by Seller in a manner consistent with prior practice, subject to the requirements of applicable law. Purchaser shall cause the Company to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this paragraph. Seller shall permit Purchaser to review and comment on each such Tax Return (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) within a reasonable time (which shall not be less than 30 days) prior to the due date for filing. Notwithstanding the foregoing, Seller shall permit Purchaser to review and comment on any consolidated, combined or unitary income Tax Return filed by Seller for a Tax period that begins on or before and ends after the Closing Date within a reasonable time (which shall not be less than 30 days) prior to the due date for filing, provided such Tax Return includes any income of the Company for any Post-Closing Period and such review shall be limited solely to the portion thereof which relates to the Company. Purchaser shall file or cause to be filed, on a timely basis, all such Tax Returns (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) for which Purchaser is responsible under this Section 10.5 and shall provide written certification to Seller of each such filing. Purchaser shall cause the Company to timely file separate, combined or consolidated income Tax Returns, or shall include the Company, in its combined or consolidated income Tax Returns for all Taxable periods ending after the Closing Date and shall pay or cause to be paid all Taxes required to be paid in respect of such Tax Returns. e. Except as otherwise provided above, Purchaser shall prepare and file, or cause to be prepared and filed, in each case in a timely manner, all Tax Returns required to be filed by the Company after the Closing Date and all Taxes indicated as due and payable on such Tax Returns shall be paid by Purchaser.

Allocation of Tax Liability. a. Seller willSellers shall be responsible for and shall indemnify and hold Buyer and the ASIG Entities harmless against and from all Taxes (excluding any Transaction Tax imposed by Government Authorities on Buyer and not on Sellers) (i) due or payable at any time with respect to or relating to the income, ownership and/or operation of the ASIG Entities at any time on or before Closing, and for all periods ending on or before the Closing Date; or (ii) resulting from any ASIG Entity having been, or ceasing to be, a member of any consolidated, combined, unitary or similar group that includes either of Sellers, whether imposed under Treasury Regulation 1.1502-6 of the Code or otherwise. Buyer and the ASIG Entities jointly and severally shall be responsible for and shall indemnify and hold Sellers harmless against all Taxes relating to the ownership and operations of the ASIG Entities for all taxable periods beginning on the date immediately after the Closing Date or thereafter. Sellers shall be responsible for and shall indemnify and hold Buyer and the ASIG Entities harmless from and against all Taxes relating to the ownership and operation of the ASIG Entities for any taxable period beginning before and ending after the Closing Date to the extent permitted by applicable law, elect with such Taxes are attributable to the appropriate Governmental and Regulatory Authority to close the taxable portion of such period of the Company with respect to income Taxes as of and including ending on the Closing Date (a "Closing Date Election")Date. In For any case where applicable law does not permit a Closing Date Election to be made with respect to the Company, any Tax pertaining to a tax period that begins on or before the Closing Date and ends after the Closing Date shall be allocated in accordance with this Section 10.5.a. Date, the portion of such Tax attributable to the portion of such period ending on the Closing Date: (i) In the case of Taxes with respect to or payable by the Company with respect to a Tax period that includes but does not end on the Closing Date, the allocation of any such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made (i) in the case of any Tax not based on upon or related to income, gross income or receipts, sales or use, on the basis of an interim closing of the books of the Company as of the close of business on the Closing Date, and (ii) in the case of any Tax other than a Tax based on or related shall be deemed to income, gross receipts, sales, or use, on the basis of be the amount of such Tax Taxes for the entire Tax taxable period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date, Date and the denominator of which is the number of days in the entire Tax taxable period.; and b. Notwithstanding the Cap set forth in Section 10.2.b hereof, Seller shall be responsible for and pay and shall indemnify and hold harmless Purchaser and the Company with respect to any and all Taxes imposed on the Company, or for which the Company is or shall become liable, including, without limitation, any such Taxes for which the Company is or shall become liable under Treasury Regulation Section 1.502-6 or 1.1502-78(b)(2) (or any similar provisions under any applicable foreign, state or local law), with respect to (i) any Tax periods (or portions thereof) ending on or before the Closing Date, and (ii) any Tax allocated to a Pre-Closing Period pursuant to Section 10.5.a; provided, that in In the case of any adjustment such Taxes based upon or related to any item income or receipts, shall be determined on the basis of loss or expense for any such years, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation an interim closing of the Company) including by reason of any increase in a net operating loss, the Seller's obligations shall be limited to (i) the amount of interest (computed books at the appropriate statutory rates) and penalties actually paid to the appropriate taxing authorities by the Company as a result of such timing differences in the case of audit adjustments, or (ii) interest at the rate of eight percent (8%) per annum in the case of other adjustments. Notwithstanding the foregoing, Purchaser agrees to pay and indemnify Seller for any Tax owed by Seller (by reason of the Company having been part of an affiliated, combined, consolidated, unitary or similar group, for federal, state, local or foreign tax purposes, which includes Seller) resulting from any transaction engaged in by the Company not in the ordinary course close of business occurring on the Closing Date after Purchaser's acquisition of the Company's stockDate. c. Other than reports and returns referred to in paragraph (d) below, from and after the Closing Date, Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of the Company required to be filed with respect to any Tax period that includes (but does not end on) the Closing Date. Except as provided in paragraph (b) above, Purchaser shall cause the Company to pay the appropriate taxing authorities the Taxes shown to be due and payable on all such Tax Returns of the Company filed after the Closing Date, concurrent with the filing of such Tax Returns. Such Tax Returns of the Company shall be prepared on a basis consistent with the Tax Returns filed by or with respect to the Company for previous taxable periods, subject to the requirements of applicable law. Purchaser shall permit Seller to review and comment on each such Tax Return at least 30 days prior to the due date for filing and shall make such revisions to such Tax Returns to the extent they relate to periods ending with and/or transactions occurring on or prior to the Closing Date as Seller reasonably requests. d. Seller shall include the income of the Company for all periods through the Closing Date on its consolidated federal and, where permitted and consistent with past practice, consolidated, combined or unitary state and local income Tax Returns and pay any federal and state income Taxes owing on such income. All such Tax Returns ("Consolidated Returns"), together with all other Tax Returns with respect to Taxes of the Company for any Tax period ending on or prior to the Closing Date, shall be prepared by Seller in a manner consistent with prior practice, subject to the requirements of applicable law. Purchaser shall cause the Company to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this paragraph. Seller shall permit Purchaser to review and comment on each such Tax Return (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) within a reasonable time (which shall not be less than 30 days) prior to the due date for filing. Notwithstanding the foregoing, Seller shall permit Purchaser to review and comment on any consolidated, combined or unitary income Tax Return filed by Seller for a Tax period that begins on or before and ends after the Closing Date within a reasonable time (which shall not be less than 30 days) prior to the due date for filing, provided such Tax Return includes any income of the Company for any Post-Closing Period and such review shall be limited solely to the portion thereof which relates to the Company. Purchaser shall file or cause to be filed, on a timely basis, all such Tax Returns (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) for which Purchaser is responsible under this Section 10.5 and shall provide written certification to Seller of each such filing. Purchaser shall cause the Company to timely file separate, combined or consolidated income Tax Returns, or shall include the Company, in its combined or consolidated income Tax Returns for all Taxable periods ending after the Closing Date and shall pay or cause to be paid all Taxes required to be paid in respect of such Tax Returns. e. Except as otherwise provided above, Purchaser shall prepare and file, or cause to be prepared and filed, in each case in a timely manner, all Tax Returns required to be filed by the Company after the Closing Date and all Taxes indicated as due and payable on such Tax Returns shall be paid by Purchaser.

Allocation of Tax Liability. a. Seller will, (a) Subject to the extent permitted by applicable lawlimitation in Section 14.3(b), elect with Seller shall indemnify and hold the appropriate Governmental and Regulatory Authority to close the taxable period Company harmless from (i) any liability of the Company with respect for Taxes related or allocable to income Taxes as of and including a period ending on or before the Closing Date (a "including any Taxes related to the election described in Section 8.2) and (ii) any liability of Seller or any member of its affiliated group other than the Company whenever arising. Buyer shall indemnify and hold Seller harmless from and against any liability for Taxes of the Company (i) accrued on the Balance Sheet or (ii) related to any period following the Closing Date Election"). Date. (b) In any the case where applicable law does not permit a Closing Date Election to be made of Taxes that are payable with respect to the Company, any Tax pertaining to a taxable period that begins on or before the Closing Date and ends after the Closing Date shall be allocated in accordance with this Section 10.5.a. In Date, the case portion of Taxes with respect any such Tax that is allocable to or payable by the Company with respect to a Tax portion of the period that includes but does not end ending on the Closing Date, the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made Date shall: (i) in the case of any Tax Taxes that are either (x) based on upon or related to incomeincome or receipts or (y) imposed in connection with any sale, gross receiptsother transfer or assignment or any deemed sale, sales transfer or useassignment of property (real or personal, on tangible or intangible), be deemed equal to the basis of an interim closing of amount that would be payable if the books of the Company as of the close of business taxable year ended on the Closing Date, and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Company or otherwise measured by the level of any Tax other than a Tax based on or related item, be deemed to income, gross receipts, sales, or use, on the basis of be the amount of such Tax Taxes for the entire Tax period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of such period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of clause (i) above, any exemption deduction, credit or other item that is calculated on an annual basis shall be allocated to the period beginning before the Closing Date and, pursuant to clause (i) treated as ending on the Closing Date, based on the pro rata portion of such item determined by multiplying the total amount of such item times a fraction, the numerator of which is the number of calendar days in the Tax period ending on up to and including the Closing Date, Date and the denominator of which is the total number of calendar days in the entire Tax period. b. Notwithstanding the Cap set forth in Section 10.2.b hereof, Seller shall be responsible for and pay and shall indemnify and hold harmless Purchaser and the (c) The Company with respect will furnish Tax information to any and all Taxes imposed on the Company, or for which the Company is or shall become liable, including, without limitation, any such Taxes for which the Company is or shall become liable under Treasury Regulation Section 1.502-6 or 1.1502-78(b)(2) (or any similar provisions under any applicable foreign, state or local law), with respect to (i) any Tax periods (or portions thereof) ending on or before the Closing Date, and (ii) any Tax allocated to a Pre-Closing Period pursuant to Section 10.5.a; provided, that in the case of any adjustment to any item of loss or expense for any such years, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation of the Company) including by reason of any increase in a net operating loss, the Seller's obligations shall be limited to (i) the amount of interest (computed at the appropriate statutory rates) and penalties actually paid to the appropriate taxing authorities by the Company as a result of such timing differences in the case of audit adjustments, or (ii) interest at the rate of eight percent (8%) per annum in the case of other adjustments. Notwithstanding the foregoing, Purchaser agrees to pay and indemnify Seller for any inclusion in its federal consolidated income Tax owed by Seller (by reason of Return for the Company having been part of an affiliated, combined, consolidated, unitary or similar group, for federal, state, local or foreign tax purposes, which period that includes Seller) resulting from any transaction engaged in by the Company not in the ordinary course of business occurring on the Closing Date after Purchaser's acquisition of the in accordance with Company's stockpast custom and practice. c. Other than reports and returns referred to in paragraph (d) below, from and after the Closing Date, Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of the Company required to be filed with respect to any Tax period that includes (but does not end on) the Closing Date. Except as provided in paragraph (b) above, Purchaser shall cause the Company to pay the appropriate taxing authorities the Taxes shown to be due and payable on all such Tax Returns of the Company filed after the Closing Date, concurrent with the filing of such Tax Returns. Such Tax Returns of the Company shall be prepared on a basis consistent with the Tax Returns filed by or with respect to the Company for previous taxable periods, subject to the requirements of applicable law. Purchaser shall permit Seller to review and comment on each such Tax Return at least 30 days prior to the due date for filing and shall make such revisions to such Tax Returns to the extent they relate to periods ending with and/or transactions occurring on or prior to the Closing Date as Seller reasonably requests. d. Seller shall include the income of the Company for all periods through the Closing Date on its consolidated federal and, where permitted and consistent with past practice, consolidated, combined or unitary state and local income Tax Returns and pay any federal and state income Taxes owing on such income. All such Tax Returns ("Consolidated Returns"), together with all other Tax Returns with respect to Taxes of the Company for any Tax period ending on or prior to the Closing Date, shall be prepared by Seller in a manner consistent with prior practice, subject to the requirements of applicable law. Purchaser shall cause the Company to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this paragraph. Seller shall permit Purchaser to review and comment on each such Tax Return (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) within a reasonable time (which shall not be less than 30 days) prior to the due date for filing. Notwithstanding the foregoing, Seller shall permit Purchaser to review and comment on any consolidated, combined or unitary income Tax Return filed by Seller for a Tax period that begins on or before and ends after the Closing Date within a reasonable time (which shall not be less than 30 days) prior to the due date for filing, provided such Tax Return includes any income of the Company for any Post-Closing Period and such review shall be limited solely to the portion thereof which relates to the Company. Purchaser shall file or cause to be filed, on a timely basis, all such Tax Returns (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) for which Purchaser is responsible under this Section 10.5 and shall provide written certification to Seller of each such filing. Purchaser shall cause the Company to timely file separate, combined or consolidated income Tax Returns, or shall include the Company, in its combined or consolidated income Tax Returns for all Taxable periods ending after the Closing Date and shall pay or cause to be paid all Taxes required to be paid in respect of such Tax Returns. e. Except as otherwise provided above, Purchaser shall prepare and file, or cause to be prepared and filed, in each case in a timely manner, all Tax Returns required to be filed by the Company after the Closing Date and all Taxes indicated as due and payable on such Tax Returns shall be paid by Purchaser.

Allocation of Tax Liability. a. (a) Seller willand Trigon shall indemnify and hold Buyer, to the extent permitted by applicable law, elect with the appropriate Governmental Company and Regulatory Authority to close the taxable period its Subsidiaries harmless from (i) any liability of the Company with respect for Taxes related or allocable to income Taxes as of and including a period ending on or before the Closing Date (a "including any Taxes related to the election described in Section 7.6) and (ii) any liability of Seller or any member of its affiliated group other than the Company or the Subsidiaries whenever arising. Buyer shall indemnify and hold Seller and Trigon harmless from and against any Liability for Taxes of the Company or any of its Subsidiaries related to any period following the Closing Date Election"). In any Date. (b) Subject to the provisions of Section 7.2(f) below, in the case where applicable law does not permit a Closing Date Election to be made of Taxes that are payable with respect to the Company, any Tax pertaining to a taxable period that begins on or before the Closing Date and ends after the Closing Date shall be allocated in accordance with this Section 10.5.a. In Date, the case portion of Taxes with respect any such Tax that is allocable to or payable by the Company with respect to a Tax portion of the period that includes but does not end ending on the Closing Date, the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made Date shall: (i) in the case of any Tax Taxes that are either (x) based on upon or related to incomeincome or receipts or (y) imposed in connection with any sale, gross receiptsother transfer or assignment or any deemed sale, sales transfer or useassignment of property (real or personal, on tangible or intangible), be deemed equal to the basis of an interim closing of amount that would be payable if the books of the Company as of the close of business taxable year ended on the Closing Date, and (ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Company or otherwise measured by the level of any Tax other than a Tax based on or related item, be deemed to income, gross receipts, sales, or use, on the basis of be the amount of such Tax Taxes for the entire Tax period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of such period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of clause (i) above, any exemption, deduction, credit or other item that is calculated on a periodic basis shall be allocated to the period beginning before the Closing Date and, pursuant to clause (i) treated as ending on the Closing Date, based on the pro rata portion of such item determined by multiplying the total amount of such item times a fraction, the numerator of which is the number of calendar days in the Tax period ending on up to and including include the Closing Date, Date and the denominator of which is the total number of calendar days in the entire Tax period. b. Notwithstanding the Cap set forth in Section 10.2.b hereof, Seller shall be responsible for and pay and shall indemnify and hold harmless Purchaser and the Company with respect to any and all Taxes imposed on the Company, or for which the Company is or shall become liable, including, without limitation, any such Taxes for which the Company is or shall become liable under Treasury Regulation Section 1.502-6 or 1.1502-78(b)(2(c) (or any similar provisions under any applicable foreign, state or local law), with respect to (i) any Tax periods (or portions thereof) ending on or before the Closing Date, and (ii) any Tax allocated to a Pre-Closing Period pursuant to Section 10.5.a; provided, that in the case of any adjustment to any item of loss or expense for any such years, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation of the Company) including by reason of any increase in a net operating loss, the Seller's obligations shall be limited to (i) the amount of interest (computed at the appropriate statutory rates) and penalties actually paid to the appropriate taxing authorities by the Company as a result of such timing differences in the case of audit adjustments, or (ii) interest at the rate of eight percent (8%) per annum in the case of other adjustments. Notwithstanding the foregoing, Purchaser agrees to pay and indemnify Seller for any Tax owed by Seller (by reason of the Company having been part of an affiliated, combined, consolidated, unitary or similar group, for federal, state, local or foreign tax purposes, which includes Seller) resulting from any transaction engaged in by the Company not in the ordinary course of business occurring on the Closing Date after Purchaser's acquisition of the Company's stock. c. Other than reports and returns referred to in paragraph (d) below, from and after the Closing Date, Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of the Company required to be filed with respect to any Tax period that includes (but does not end on) the Closing Date. Except as provided in paragraph (b) above, Purchaser shall cause the Company to pay the appropriate taxing authorities the Taxes shown to be due and payable on all such Tax Returns of the Company filed after the Closing Date, concurrent with the filing of such Tax Returns. Such Tax Returns of the Company shall be prepared on a basis consistent with the Tax Returns filed by or with respect to the Company for previous taxable periods, subject to the requirements of applicable law. Purchaser shall permit Seller to review and comment on each such Tax Return at least 30 days prior to the due date for filing and shall make such revisions to such Tax Returns to the extent they relate to periods ending with and/or transactions occurring on or prior to the Closing Date as Seller reasonably requests. d. Seller shall include the income of the Company for all periods through the Closing Date on its consolidated federal and, where permitted and consistent with past practice, consolidated, combined or unitary state and local income Tax Returns and pay any federal and state income Taxes owing on such income. All such Tax Returns ("Consolidated Returns"), together with all other Tax Returns with respect to Taxes of the Company for any Tax period ending on On or prior to the Closing Date, Trigon and Seller shall be prepared by Seller in a manner consistent release the Company and its Subsidiaries from any and all Tax sharing agreements and such agreements shall have no further force and effect with prior practice, subject respect to the requirements of applicable lawCompany and its Subsidiaries. Purchaser shall cause the Company to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this paragraph. Seller shall permit Purchaser to review From and comment on each such Tax Return (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) within a reasonable time (which shall not be less than 30 days) prior to the due date for filing. Notwithstanding the foregoing, Seller shall permit Purchaser to review and comment on any consolidated, combined or unitary income Tax Return filed by Seller for a Tax period that begins on or before and ends after the Closing Date within a reasonable time (which shall not be less than 30 days) prior to the due date for filingDate, provided such Tax Return includes any income of Tax-related obligations between the Company for any Post-Closing Period and such review its Subsidiaries and Seller shall be limited evidenced solely to the portion thereof which relates to the Company. Purchaser shall file or cause to be filed, on a timely basis, all such Tax Returns (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) for which Purchaser is responsible under this Section 10.5 and shall provide written certification to Seller of each such filing. Purchaser shall cause the Company to timely file separate, combined or consolidated income Tax Returns, or shall include the Company, in its combined or consolidated income Tax Returns for all Taxable periods ending after the Closing Date and shall pay or cause to be paid all Taxes required to be paid in respect of such Tax Returns. e. Except as otherwise provided above, Purchaser shall prepare and file, or cause to be prepared and filed, in each case in a timely manner, all Tax Returns required to be filed by the Company after the Closing Date and all Taxes indicated as due and payable on such Tax Returns shall be paid by Purchaserterms of this Agreement.

Allocation of Tax Liability. a. Seller will, to the extent permitted by applicable law, elect with the appropriate Governmental and Regulatory Authority to close the taxable period of the Company with respect to income Taxes as of and including the Closing Date (a "Closing Date Election"). In any case where applicable law does not permit a Closing Date Election to be made with respect to the Company, any Tax pertaining to a period that begins on or before the Closing Date and ends after the Closing Date shall be allocated in accordance with this Section 10.5.a. In the case of Taxes with respect to or payable by the Company with respect to a Tax period that includes but does not end on the Closing Date, the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made (i) in the case of any Tax based on or related to income, gross receipts, sales or use, on the basis of an interim closing of the books of the Company as of the close of business on the Closing Date, and (ii) in the case of any Tax other than a Tax based on or related to income, gross receipts, sales, or use, on the basis of the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date, and the denominator of which is the number of days in the entire Tax period. b. Notwithstanding the Cap set forth in Section 10.2.b hereof, Seller shall be responsible for and pay and shall indemnify and hold harmless Purchaser and the Company with respect to any and all Taxes imposed on the Company, or for which the Company is or shall become liable, including, without limitation, any such Taxes for which the Company is or shall become liable under Treasury Regulation Section 1.502-6 or 1.1502-78(b)(2) (or any similar provisions under any applicable foreign, state or local law), with respect to (i) any Tax periods (or portions thereof) ending on or before the Closing Date, and (ii) any Tax allocated to a Pre-Closing Period pursuant to Section 10.5.a; provided, that in the case of any adjustment to any item of loss or expense for any such years, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation of the Company) including by reason of any increase in a net operating loss, the Seller's obligations shall be limited to (i) the amount of interest (computed at the appropriate statutory rates) and penalties actually paid to the appropriate taxing authorities by the Company as a result of such timing differences in the case of audit adjustments, or (ii) interest at the rate of eight percent (8%) per annum in the case of other adjustments. Notwithstanding the foregoing, Purchaser agrees to pay and indemnify Seller for any Tax owed by Seller (by reason of the Company having been part of an affiliated, combined, consolidated, unitary or similar group, for federal, state, local or foreign tax purposes, which includes Seller) resulting from any transaction engaged in by the Company not in the ordinary course of business occurring on the Closing Date after Purchaser's acquisition of the Company's stock. c. Other than reports and returns referred to in paragraph (d) below, from and after the Closing Date, Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of the Company required to be filed with respect to any Tax period that includes (but does not end on) the Closing Date. Except as provided in paragraph (b) abovethe immediately following paragraph, Purchaser shall cause the Company to pay the appropriate taxing authorities the Taxes shown to be due and payable on all such Tax Returns of the Company filed after the Closing Date, concurrent with the filing of such Tax Returns. Such Tax Returns of the Company shall be prepared on a basis consistent with the Tax Returns filed by or with respect to the Company for previous taxable periods, subject to the requirements of applicable law. Purchaser shall permit Seller to review and comment on each such Tax Return at least 30 days prior to the due date for filing and shall make such revisions to such Tax Returns to the extent they relate to periods ending with and/or transactions occurring on or prior to the Closing Date as Seller reasonably requests. d. Seller shall include the income of the Company for all periods through the Closing Date on its consolidated federal and, where permitted and consistent with past practice, consolidated, combined or unitary state and local income Tax Returns and pay any federal and state income Taxes owing on such income. All such Tax Returns ("Consolidated Returns"), together with all other Tax Returns with respect to Taxes of the Company for any Tax period ending on or prior to the Closing DateEffective Time, the Company or Parent shall be prepared by Seller pay to TI any Taxes attributable to the Company or the Company Subsidiaries (as determined in a manner consistent with prior practice, subject to past custom and practices and the requirements language of any applicable law. Purchaser shall cause the Company to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this paragraph. Seller shall permit Purchaser to review and comment on each such Tax Return (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) within a reasonable time (which shall not be less than 30 days) sharing agreement in force prior to the due date for filing. Notwithstanding Effective Time) with respect to which the foregoing, Seller shall permit Purchaser to review and comment Company or the Company Subsidiaries join in any Tax Return filed on any a consolidated, combined or unitary income basis, and TI shall pay to the Company or Parent any refund (or overpayment) of Taxes attributable to the Company or the Company Subsidiaries (as determined in a manner consistent with past custom and practices and the language of any applicable Tax sharing agreement in force prior to the Effective Time) with respect to which the Company or the Company Subsidiaries join in any Tax Return filed by Seller for on a consolidated, combined or unitary basis. Any such payment in respect of Taxes or any refund of Taxes shall be paid within 30 days of any time that TI is obligated to pay taxes to, or receives a refund of, Taxes from, the appropriate taxing authority. If a taxing authority audits or examines a Tax Return and there is a Final Determination (as defined herein) with respect to such Tax Return that results in an adjustment to any item of income, loss, deduction or credit (other than an adjustment that is a Timing Difference (as defined herein) which shall be governed by the preceding paragraph or a Reserve Study Timing Difference (as defined herein), which shall be governed by the paragraphs below, of the Company or any Company Subsidiary for any period that begins ending on or before and ends after the Closing Date within a reasonable time (which shall not be less than 30 days) prior to the due date for filingEffective Time, provided such Tax Return includes any income of Parent or the Company for any Post-Closing Period and such review shall be limited solely to liable for, and shall pay TI, the portion thereof which relates to amount of any Tax liability resulting from each such adjustment until the Company. Purchaser shall file or cause to be filed, on a timely basis, aggregate amount of all such Tax Returns (other than Consolidated Returns adjustments equals $8,000,000. To the extent that amounts governed by this paragraph exceed $8,000,000, TI shall be liable, and Tax Returns for which a Closing Date Election has been made) for which Purchaser is responsible under this Section 10.5 and shall provide written certification to Seller have no right of each such filing. Purchaser shall cause the Company to timely file separate, combined indemnification from Parent or consolidated income Tax Returns, or shall include the Company, in its combined for such amounts. Any amounts for which Parent or consolidated income Tax Returns for all Taxable periods ending after the Closing Date and shall pay or cause to be paid all Taxes required to be paid in respect of such Tax Returns. e. Except as otherwise provided above, Purchaser shall prepare and file, or cause to be prepared and filed, in each case in a timely manner, all Tax Returns required to be filed by the Company after the Closing Date and all Taxes indicated as due and payable on such Tax Returns is liable under this paragraph shall be paid no later than 30 days after TI sends to Parent a written notice of any Final Determination together with a statement indicating the amounts owed by PurchaserParent or the Company pursuant to this paragraph.

Allocation of Tax Liability. a. Seller willViad shall be responsible for, and shall indemnify and hold Buyer Parties harmless from and against, all Taxes for periods ending on or prior to Closing Date (or portions thereof) including (i) all Taxes payable pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision) by reason of any of the Xxxxx Entities being a member of a group at any time prior to the Closing, (ii) all Taxes payable as a transferee or successor, (iii) all Taxes payable by Contract or (iv) Taxes resulting from the transactions contemplated by this Agreement or the Ancillary Agreements (including any Taxes pursuant to Treasury Regulation Sections 1.1502-13, 1.1502-14 or 1.1502-19), excluding Taxes for which Sellers are indemnified by Buyer pursuant to the terms of this Agreement or any Ancillary Agreement and for which Buyer is responsible pursuant to Section 13.11 and any other provision of this Agreement or any Ancillary Agreement. Buyer shall be responsible for and shall indemnify and hold Sellers harmless against all Taxes relating to the ownership and operations of the Xxxxx Entities for all taxable periods (or portions thereof) beginning after the Closing Date. In order to apportion appropriately any income Taxes relating to any taxable year or period that begins before or on and ends after the Closing Date, the parties hereto shall, to the extent permitted or not prohibited by applicable lawLaw, elect with the appropriate Governmental and Regulatory Authority relevant taxing authority if required or necessary, to close terminate the taxable period year as of the Company with respect to income Taxes as of and including the Closing Date (a "Closing Date Election")Date. In any case where applicable law Law does not permit the Xxxxx Entities to treat such date as the end of a Closing Date Election taxable year, then whenever it is necessary to determine the liability for income Taxes of the Xxxxx Entities for a portion of a taxable year, such determination shall (unless otherwise agreed to in writing by Sellers and Buyer) be made with respect determined by a closing of books of the Xxxxx Entities, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. In order to the Companyapportion appropriately any Taxes, other than income Taxes, relating to any Tax pertaining to a taxable year or period that begins before or on or before the Closing Date and ends after the Closing Date Date, (i) ad valorem Taxes (including real and personal property Taxes) shall be allocated accrued on a daily basis over the period for which the Taxes are levied, or if it cannot be determined over what period the Taxes are being levied, over the fiscal period of the relevant taxing authority, in accordance with this Section 10.5.aeach case irrespective of the lien or assessment date of such Taxes, and (ii) franchise and other privilege Taxes not measured by income shall be accrued on a daily basis over the period to which the privilege relates. In Notwithstanding the case foregoing, the parties hereby agree as follows: (i) Tax liabilities of Xxxxx Entities in the nature of sales and use tax liabilities, payroll tax liabilities, VAT, withholding tax liabilities, real and personal property Taxes with respect to or payable by the Company with respect to and other Tax liabilities that will be satisfied within 30 days of Closing shall be reflected as a Tax period that includes but does not end liability on the Closing Date, Balance Sheet. Buyer hereby acknowledges its obligation to remit Tax payments to satisfy such Tax liabilities to the allocation proper Tax authorities by the earlier of the due date of such Taxes between remittance or before the Pre-30th day after Closing; provided, however, that Buyer will only be obligated to remit such amounts that are reflected on the Closing Period and the Post-Closing Period Balance Sheet. All other tax liabilities shall be made the sole responsibility of Seller. (iii) Tax liabilities in the case nature of any Tax based on or related to income, gross receipts, sales or use, franchise taxes and other franchise taxes based on the basis of an interim closing of the books of the Company as of the close of business income shall not be reflected on the Closing Date, Balance Sheet and (ii) in the case of any Tax other than a Tax based on or related to income, gross receipts, sales, or use, on the basis of the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date, and the denominator of which is the number of days in the entire Tax period. b. Notwithstanding the Cap set forth in Section 10.2.b hereof, Seller shall be responsible for and pay and shall indemnify and hold harmless Purchaser and the Company with respect to any and all Taxes imposed on the Company, or for which the Company is or shall become liable, including, without limitation, any such Taxes for which the Company is or shall become liable under Treasury Regulation Section 1.502-6 or 1.1502-78(b)(2) (or any similar provisions under any applicable foreign, state or local law), with respect to (i) any Tax periods (or portions thereof) ending on or before the Closing Date, and (ii) any Tax allocated to a Pre-Closing Period pursuant to Section 10.5.a; provided, that in the case sole responsibility of any adjustment to any item of loss or expense for any such years, which gives rise to corresponding and offsetting items of loss or expense in subsequent years the benefit of which is or will be actually realized by the Company (other than upon liquidation of the Company) including by reason of any increase in a net operating loss, the Seller's obligations shall be limited to (i) the amount of interest (computed at the appropriate statutory rates) and penalties actually paid to the appropriate taxing authorities by the Company as a result of such timing differences in the case of audit adjustments, or (ii) interest at the rate of eight percent (8%) per annum in the case of other adjustments. Notwithstanding the foregoing, Purchaser agrees to pay and indemnify Seller for any Tax owed by Seller (by reason of the Company having been part of an affiliated, combined, consolidated, unitary or similar group, for federal, state, local or foreign tax purposes, which includes Seller) resulting from any transaction engaged in by the Company not in the ordinary course of business occurring on the Closing Date after Purchaser's acquisition of the Company's stock. c. Other than reports and returns referred to in paragraph (d) below, from and after the Closing Date, Purchaser shall prepare, or cause to be prepared, and shall timely file, or cause to be timely filed, all Tax Returns of the Company required to be filed with respect to any Tax period that includes (but does not end on) the Closing Date. Except as provided in paragraph (b) above, Purchaser shall cause the Company to pay the appropriate taxing authorities the Taxes shown to be due and payable on all such Tax Returns of the Company filed after the Closing Date, concurrent with the filing of such Tax Returns. Such Tax Returns of the Company shall be prepared on a basis consistent with the Tax Returns filed by or with respect to the Company for previous taxable periods, subject to the requirements of applicable law. Purchaser shall permit Seller to review and comment on each such Tax Return at least 30 days prior to the due date for filing and shall make such revisions to such Tax Returns to the extent they relate to periods ending with and/or transactions occurring on or prior to the Closing Date as Seller reasonably requests. d. Seller shall include the income of the Company for all periods through the Closing Date on its consolidated federal and, where permitted and consistent with past practice, consolidated, combined or unitary state and local income Tax Returns and pay any federal and state income Taxes owing on such income. All such Tax Returns ("Consolidated Returns"), together with all other Tax Returns with respect to Taxes of the Company for any Tax period ending on or prior to the Closing Date, shall be prepared by Seller in a manner consistent with prior practice, subject to the requirements of applicable law. Purchaser shall cause the Company to furnish information to Seller as reasonably requested by Seller to allow Seller to satisfy its obligations under this paragraph. Seller shall permit Purchaser to review and comment on each such Tax Return (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) within a reasonable time (which shall not be less than 30 days) prior to the due date for filing. Notwithstanding the foregoing, Seller shall permit Purchaser to review and comment on any consolidated, combined or unitary income Tax Return filed by Seller for a Tax period that begins on or before and ends after the Closing Date within a reasonable time (which shall not be less than 30 days) prior to the due date for filing, provided such Tax Return includes any income of the Company for any Post-Closing Period and such review shall be limited solely to the portion thereof which relates to the Company. Purchaser shall file or cause to be filed, on a timely basis, all such Tax Returns (other than Consolidated Returns and Tax Returns for which a Closing Date Election has been made) for which Purchaser is responsible under this Section 10.5 and shall provide written certification to Seller of each such filing. Purchaser shall cause the Company to timely file separate, combined or consolidated income Tax Returns, or shall include the Company, in its combined or consolidated income Tax Returns for all Taxable periods ending after the Closing Date and shall pay or cause to be paid all Taxes required to be paid in respect of such Tax Returns. e. Except as otherwise provided above, Purchaser shall prepare and file, or cause to be prepared and filed, in each case in a timely manner, all Tax Returns required to be filed by the Company after the Closing Date and all Taxes indicated as due and payable on such Tax Returns shall be paid by Purchaser.