Common use of Allocation of Taxes and Indemnification Clause in Contracts

Allocation of Taxes and Indemnification. (a) Except as provided in Sections 8.8 and 8.11(b), from and after the Closing Date, Parent shall be responsible for, and shall indemnify and hold Purchaser and its Affiliates (which, for purposes of this Article VIII, shall include the Acquired Subsidiaries) harmless against (i) any liability for Taxes imposed on or with respect to any of the Acquired Subsidiaries or Joint Ventures for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date (a "Pre-Closing Tax Period"), (ii) with respect to the Applicable Argentina Subsidiaries, 50% of any Taxes relating to pesification and any related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period; (iii) 50% of the excess of Taxes imposed on the Acquired Subsidiaries and the applicable Seller by any United States state or local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Code but rather characterizes such Elections as qualifying under section 338(g) of the Code over the amount of Taxes that would have been imposed on such Seller had the Election been treated by such jurisdiction in the manner provided under section 338(h)(10); (iv) any Taxes imposed on any member of any affiliated group, within the meaning of section 1504(a) of the Code with which the Acquired Subsidiaries or the Joint Ventures file or have filed a Tax Return on a consolidated, unitary, affiliated or combined basis prior to the Closing Date, (v) with respect to any claim by Purchaser brought prior to the expiration of the survival period provided in Section 8.6(b), any Taxes and reasonable external advisory and technology service fees and other reasonable external expenses (but only to the extent Purchaser, in good faith, uses all internal resources before incurring such external fees and expenses) attributable to, arising from or related to the failure of any Annuity Contract, Life Insurance Contract or other tax favored product issued, assumed, exchanged, modified, sold or marketed by any of the Acquired Subsidiaries to comply with applicable Tax Law, including all such Taxes, fees and expenses incurred to correct any such problems related thereto, to amend, create substitute forms or that are incurred in connection with taking any other actions necessary to cause such products to comply with applicable Tax Law, provided, however, that this Section 8.1(a)(v) shall not cover products with respect to which the issue relating to noncompliance did not exist as of the Closing Date or that are noncompliant due to (A) changes in (1) Tax Law or (2) published Internal Revenue Service interpretations thereof, in either case, occurring after the Closing Date or (B) any actions taken by Purchaser or its Affiliates after the Closing Date; (vi) all Taxes for all taxable periods or portions thereof ending on or before the expiration of the survival period provided in Section 8.6 (and, solely with respect to the representations contained in Section 4.18(w), (x) and (y), any reduction in, or loss of, net Tax Benefits, calculated on a net present value basis using the principles of Section 8.11(a)) that result from, arise out of or are based upon an inaccuracy or breach of the representations and warranties provided under Section 4.18 (without regard to the knowledge qualifier in the representations contained in Section 4.18(w), (x) and (y) only) or the covenants and agreements relating to Taxes as provided in Sections 2.4, 3.3, 6.1 and Articles VIII and X; (vii) any Taxes (other than Conveyance Taxes) resulting from or attributable to: (A) any of the transactions contemplated by Section 6.14, (B) any transactions contemplated by this Agreement that are required to occur on or prior to the Closing Date and (C) any actions that are undertaken by or at the direction of or for the benefit of Parent or Sellers or any Affiliates thereof (clauses (i) - (vii) hereinafter referred to as the "Pre-Closing Taxes") and (viii) 50% of all Conveyance Taxes; provided, however, that Pre-Closing Taxes (x) shall be net of any specific accruals and reserves specifically established for any such Tax or expense covered in Section 8.1(a)(v) to the extent reflected on the Closing Date Balance Sheet (not including any amounts of Deferred Taxes reflected on such balance sheet) but only to the extent Purchaser or the Acquired Subsidiaries have not pursuant to Section 8.1(g)(ix) or 8.8 made a payment relating to such accrual or reserve, provided, further, that Parent shall not be liable under this Section 8.1(a) until the aggregate amount of Parent's indemnification obligation under this Section 8.1(a) is greater than $100,000 after taking into account subclause (x) above, at which point Parent shall be liable for the full amount of such indemnification obligation. Notwithstanding any provision to the contrary, this Section 8.1 shall not be interpreted in a manner that would require Parent to indemnify Purchaser and its Affiliates for any (1) reduction of the amount of the Tax Attributes of the Applicable Argentina Subsidiaries and (2) Third Party Claims other than claims for Taxes.

Allocation of Taxes and Indemnification. (a) Except as provided in Sections 8.8 and 8.11(b), from From and after the Closing Date, Parent Citigroup shall be responsible for, and shall indemnify and hold Purchaser Legg Mason and its Affiliates (which, for purposes of this Article VIII, shall include the Acquired SubsidiariesCAM Subsidiaries after the Closing Date) and each of their respective officers, directors, employees, agents and representatives (the “Legg Mason Tax Indemnitees”) harmless against (i) any liability for Taxes imposed on or with respect to any of the Acquired CAM Subsidiaries or Joint Ventures for which they are otherwise liable for as a transferee or successor or pursuant to any tax sharing agreement, tax indemnification agreement or similar agreement, including Taxes imposed on any CAM Subsidiary as a result of the CAM Restructuring, for any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on the Closing Date (a "Pre-Closing Tax Period")Date, (ii) with respect to the Applicable Argentina Subsidiaries, 50% of any Taxes relating to pesification resulting from any valid, timely and any related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period; (iii) 50% of the excess of Taxes imposed on the Acquired Subsidiaries and the applicable Seller by any United States state or local Tax jurisdiction that does not recognize Elections filed under section effective election described in Section 338(h)(10) of the Code but rather characterizes such Elections as qualifying with respect to the CAM Domestic Subsidiaries (a “CAM Election”) and any comparable elections under section 338(gthe provisions of state, local and foreign Requirements of Law with respect to Taxes, (iii) any Taxes imposed pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign Requirements of Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated or unitary group) for which any CAM Subsidiary may be liable because of membership in the affiliated group, within the meaning of Section 1504(a) of the Code over Code, of which Citigroup is the amount of Taxes that would have been imposed on such Seller had common parent (the Election been treated by such jurisdiction in “Citigroup Affiliated Group”) or any consolidated group, combined, affiliated or unitary group (other than the manner provided under section 338(h)(10); Citigroup Affiliated Group) at any time prior to Closing, and (iv) any Taxes imposed on any member of any affiliated group, within the meaning of section 1504(a) Legg Mason or its Affiliates under Section 951 of the Code with which respect to any CAM Foreign Subsidiary for the Acquired Subsidiaries or portion of the Joint Ventures file or have filed a Tax Return Straddle Period ending on a consolidated, unitary, affiliated or combined basis prior to the Closing Date, (v) with respect to any claim by Purchaser brought prior to such amount determined in the expiration of the survival period provided manner described in Section 8.6(b8.1(e)(i)(A), . Citigroup shall indemnify the Legg Mason Tax Indemnitees for any Taxes and all reasonable external advisory out-of-pocket costs and technology service expenses (including reasonable fees for attorneys and other reasonable external expenses (but only to the extent Purchaser, in good faith, uses all internal resources before incurring such external fees and expensesoutside consultants) attributable to, arising from or related to the failure of any Annuity Contract, Life Insurance Contract or other tax favored product issued, assumed, exchanged, modified, sold or marketed by any of the Acquired Subsidiaries to comply with applicable Tax Law, including all such Taxes, fees and expenses incurred to correct any such problems related thereto, to amend, create substitute forms or that are incurred in connection with taking any other actions necessary to cause such products to comply with applicable contest of any Tax Law, provided, however, that liability for which Citigroup is liable under this Section 8.1(a)(v) shall not cover products with Article VIII. With respect to which the issue relating to noncompliance did not exist as of the Closing Date or each time that are noncompliant due to (A) changes in (1) Tax Law or (2) published Internal Revenue Service interpretations thereof, in either case, occurring after the Closing Date or (B) any actions taken by Purchaser or its Affiliates after the Closing Date; (vi) all Taxes for all taxable periods or portions thereof ending on or before the expiration of the survival period provided in Section 8.6 (and, solely with respect to the representations contained in Section 4.18(w), (x) and (y), any reduction in, or loss of, net Tax Benefits, calculated on a net present value basis using the principles of Section 8.11(a)) that result from, arise out of or are based upon Legg Mason brings an inaccuracy or breach of the representations and warranties provided under Section 4.18 (without regard to the knowledge qualifier in the representations contained in Section 4.18(w), (x) and (y) only) or the covenants and agreements relating to Taxes as provided in Sections 2.4, 3.3, 6.1 and Articles VIII and X; (vii) any Taxes (other than Conveyance Taxes) resulting from or attributable to: (A) any of the transactions contemplated by Section 6.14, (B) any transactions contemplated by this Agreement that are required to occur on or prior to the Closing Date and (C) any actions that are undertaken by or at the direction of or for the benefit of Parent or Sellers or any Affiliates thereof (clauses (i) - (vii) hereinafter referred to as the "Pre-Closing Taxes") and (viii) 50% of all Conveyance Taxes; provided, however, that Pre-Closing Taxes (x) shall be net of any specific accruals and reserves specifically established for any such Tax or expense covered in Section 8.1(a)(v) to the extent reflected on the Closing Date Balance Sheet (not including any amounts of Deferred Taxes reflected on such balance sheet) but only to the extent Purchaser or the Acquired Subsidiaries have not indemnification claim pursuant to Section 8.1(g)(ix) or 8.8 made a payment relating to such accrual or reservethis Article VIII, provided, further, that Parent Citigroup shall not be liable liable, and Legg Mason shall not seek indemnification, under this Section 8.1(a) (A) until the aggregate amount of Parent's Citigroup’s indemnification obligation under this Section 8.1(a) is equal to or greater than $100,000 100,000, after taking into account subclause (xB) abovebelow, at after which point Parent time Citigroup shall be liable for the full entire amount of such the indemnification obligation. Notwithstanding obligation under this Section 8.1(a) and (B) for any provision current Taxes to the contraryextent reserved for, this Section 8.1 clearly set forth and verifiable on the CAM Final Closing Date Balance Sheet. For the avoidance of doubt, the parties acknowledge and agree that Citigroup shall not be interpreted in a manner that would require Parent to indemnify Purchaser and hold harmless Legg Mason and its Affiliates for against any (1and all losses of Tax Benefits resulting from Citigroup’s or its relevant Affiliate’s ineligibility or failure to make an election under Section 338(h)(10) reduction of the amount of the Tax Attributes of the Applicable Argentina Subsidiaries and (2) Third Party Claims other than claims for TaxesCode with respect to any CAM Domestic Subsidiary.

Allocation of Taxes and Indemnification. (a) Except as provided in Sections 8.8 and 8.11(b), from From and after the Closing Date, Parent IIF Subway shall, or shall be responsible forcause SWMAC Holdco to, and shall indemnify indemnify, defend, save and hold Purchaser harmless, CIUS, Corix, their respective Affiliates and its Affiliates each of their respective Representatives, successors and assigns (whichcollectively, for purposes of this Article VIII, shall include the Acquired Subsidiaries“CIUS-Corix Indemnified Parties”) harmless from and against any and all (i) any liability for Taxes imposed on or payable by IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates for any taxable period (including, for the avoidance of doubt, any Taxes required to be deducted or withheld and any Taxes, including all Transfer Taxes, with respect to the SWMAC Restructuring); (ii) Taxes that are attributable to, or otherwise imposed on or payable by, SWMAC, SWWC or any of the Acquired Subsidiaries or Joint Ventures for SWWC Subsidiary with respect to any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on (and including) the Closing Date (a "Pre-Closing Tax Period"as determined under Section 9.1(c), (ii) with respect to the Applicable Argentina Subsidiaries, 50% of any Taxes relating to pesification and any related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period); (iii) 50% of the excess of Losses and Taxes imposed on the Acquired Subsidiaries and the applicable Seller by based upon, attributable to or resulting from any United States state failure or local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Code but rather characterizes such Elections as qualifying under section 338(g) of the Code over the amount of Taxes that would have been imposed on such Seller had the Election been treated by such jurisdiction failures to be true of, or inaccuracy in, any representation or warranty made in the manner provided under section 338(h)(10)Section 6.8; (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by IIF Subway, SWMAC Holdco or any of their respective Affiliates (including, prior to the Closing, SWMAC and SWWC) in this Agreement; (v) Taxes imposed on CIUS or any of its Subsidiaries as a result of being a transferee or successor to IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates pursuant to applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (A) indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes, and (B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between or among any of SWMAC, SWWC and the SWWC Subsidiaries) to which SWMAC, SWWC or any SWWC Subsidiary is a party or is otherwise subject, in either case, on or prior to the Closing Date; (vii) any Taxes imposed on pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any member comparable provision under state, local or non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated, unitary or other group for Tax purposes) for which SWMAC, SWWC or any SWWC Subsidiary may be liable because of membership in any affiliated group, within the meaning of section Section 1504(a) of the Code with which the Acquired Subsidiaries Code, or the Joint Ventures file or have filed a Tax Return on a consolidatedany consolidated group, unitarycombined, affiliated or combined basis prior to the Closing Dateunitary group, (v) with respect to at any claim by Purchaser brought prior to the expiration of the survival period provided in Section 8.6(b), any Taxes and reasonable external advisory and technology service fees and other reasonable external expenses (but only to the extent Purchaser, in good faith, uses all internal resources before incurring such external fees and expenses) attributable to, arising from or related to the failure of any Annuity Contract, Life Insurance Contract or other tax favored product issued, assumed, exchanged, modified, sold or marketed by any of the Acquired Subsidiaries to comply with applicable Tax Law, including all such Taxes, fees and expenses incurred to correct any such problems related thereto, to amend, create substitute forms or that are incurred in connection with taking any other actions necessary to cause such products to comply with applicable Tax Law, provided, however, that this Section 8.1(a)(v) shall not cover products with respect to which the issue relating to noncompliance did not exist as of the Closing Date or that are noncompliant due to (A) changes in (1) Tax Law or (2) published Internal Revenue Service interpretations thereof, in either case, occurring after the Closing Date or (B) any actions taken by Purchaser or its Affiliates after the Closing Date; (vi) all Taxes for all taxable periods or portions thereof ending on or before the expiration of the survival period provided in Section 8.6 (and, solely with respect to the representations contained in Section 4.18(w), (x) and (y), any reduction in, or loss of, net Tax Benefits, calculated on a net present value basis using the principles of Section 8.11(a)) that result from, arise out of or are based upon an inaccuracy or breach of the representations and warranties provided under Section 4.18 (without regard to the knowledge qualifier in the representations contained in Section 4.18(w), (x) and (y) only) or the covenants and agreements relating to Taxes as provided in Sections 2.4, 3.3, 6.1 and Articles VIII and X; (vii) any Taxes (other than Conveyance Taxes) resulting from or attributable to: (A) any of the transactions contemplated by Section 6.14, (B) any transactions contemplated by this Agreement that are required to occur time on or prior to the Closing Date and (C) any actions that are undertaken by or at the direction of or for the benefit of Parent or Sellers or any Affiliates thereof (clauses (i) - (vii) hereinafter referred to as the "Pre-Closing Taxes") Date; and (viii) 50% any costs and expenses, including reasonable out-of-pocket investigatory, legal or accounting fees and expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (i) to (vii) (including, subject to Section 9.1(e), the contest of all Conveyance Taxesany Tax liability in connection therewith); provided, however, that PreIIF Subway and SWMAC Holdco shall not be liable, and the CIUS-Closing Corix Indemnified Parties shall not seek indemnification, for any Taxes or Losses to the extent recovery for such Taxes or Losses would be duplicative of amounts recovered as an adjustment to (or otherwise taken into account in determining) the Equity Balancing Payment pursuant to Article II. For the avoidance of doubt, (x) shall be net in the event of any specific accruals and reserves specifically established for any such Tax a Loss suffered directly or expense covered in Section 8.1(a)(v) to the extent reflected on indirectly by CIUS after the Closing Date Balance Sheet (not including any amounts resulting from or arising out of Deferred Taxes reflected on such balance sheet) but only to the extent Purchaser or the Acquired Subsidiaries have not pursuant to Section 8.1(g)(ix) or 8.8 made a payment relating to such accrual or reserve, provided, further, that Parent shall not be liable an indemnifiable matter under this Section 8.1(a9.1(a), IIF Subway shall, or shall cause SWMAC Holdco to, be obligated to contribute (or cause to be contributed) until to CIUS an amount equal to the aggregate amount of Parent's indemnification obligation such Loss, and no Equity Interests, or other rights or value with respect to such contribution, shall be issued to SWMAC Holdco or any other Person in exchange for such contribution, and (y) in the event of a Loss suffered by any of the other CIUS-Corix Indemnified Parties not addressed by clause (x) immediately above resulting from or arising out of an indemnifiable matter under this Section 8.1(a) is greater than $100,000 after taking into account subclause (x) above9.1(a), at which point Parent IIF Subway shall, or shall cause SWMAC Holdco to, be liable for obligated to make a direct payment to the full applicable CIUS-Corix Indemnified Party in an amount equal to the amount of such indemnification obligation. Notwithstanding any provision to Loss (and the contrary, calculation of such Loss shall take into account the equity ownership in CIUS by the applicable CIUS-Corix Indemnified Party and the Equity Balancing Payment and SHL Balancing Payment paid under this Section 8.1 shall not be interpreted in a manner that would require Parent to indemnify Purchaser and its Affiliates for any (1) reduction of the amount of the Tax Attributes of the Applicable Argentina Subsidiaries and (2) Third Party Claims other than claims for TaxesAgreement).

Allocation of Taxes and Indemnification. (a) Except as provided in Sections 8.8 and 8.11(b), from From and after the Closing Date, Parent IIF Subway shall, or shall be responsible forcause SWMAC Holdco to, and shall indemnify indemnify, defend, save and hold Purchaser harmless, CIUS, Corix, their respective Affiliates and its Affiliates each of their respective Representatives, successors and assigns (whichcollectively, for purposes of this Article VIII, shall include the Acquired SubsidiariesCIUS-Corix Indemnified Parties ) harmless from and against any and all (i) any liability for Taxes imposed on or payable by IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates for any taxable period (including, for the avoidance of doubt, any Taxes required to be deducted or withheld and any Taxes, including all Transfer Taxes, with respect to the SWMAC Restructuring); (ii) Taxes that are attributable to, or otherwise imposed on or payable by, SWMAC, SWWC or any of the Acquired Subsidiaries or Joint Ventures for SWWC Subsidiary with respect to any taxable period ending on or before the Closing Date, and for the portion of any Straddle Period ending on (and including) the Closing Date (a "Pre-Closing Tax Period"as determined under Section 9.1(c), (ii) with respect to the Applicable Argentina Subsidiaries, 50% of any Taxes relating to pesification and any related inflation adjustments (coeficiente de estabilizacion de referencia) for a Pre-Closing Tax Period); (iii) 50% of the excess of Losses and Taxes imposed on the Acquired Subsidiaries and the applicable Seller by based upon, attributable to or resulting from any United States state failure or local Tax jurisdiction that does not recognize Elections filed under section 338(h)(10) of the Code but rather characterizes such Elections as qualifying under section 338(g) of the Code over the amount of Taxes that would have been imposed on such Seller had the Election been treated by such jurisdiction failures to be true of, or inaccuracy in, any representation or warranty made in the manner provided under section 338(h)(10)Section 6.8; (iv) Taxes arising from or attributable to any breach or non-fulfillment of any covenant or agreement made by IIF Subway, SWMAC Holdco or any of their respective Affiliates (including, prior to the Closing, SWMAC and SWWC) in this Agreement; (v) Taxes imposed on CIUS or any of its Subsidiaries as a result of being a transferee or successor to IIF Subway, Bazos, SWMAC Holdco or any of their respective Affiliates pursuant to applicable Law; (vi) amounts required to be paid by or imposed on CIUS or any of its Subsidiaries pursuant to any Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangement (other than (A) indemnification or reimbursement provisions in any such agreement or arrangement entered into in the ordinary course of business, the principal subject of which does not relate to Taxes, and (B) Tax allocation, Tax sharing, Tax indemnification or similar agreement or arrangements solely between or among any of SWMAC, SWWC and the SWWC Subsidiaries) to which SWMAC, SWWC or any SWWC Subsidiary is a party or is otherwise subject, in either case, on or prior to the Closing Date; (vii) any Taxes imposed on pursuant to U.S. Treasury Regulation Section 1.1502-6 (or any member comparable provision under state, local or non-U.S. Law or regulation imposing joint or several liability upon members of a consolidated, combined, affiliated, unitary or other group for Tax purposes) for which SWMAC, SWWC or any SWWC Subsidiary may be liable because of membership in any affiliated group, within the meaning of section Section 1504(a) of the Code with which the Acquired Subsidiaries Code, or the Joint Ventures file or have filed a Tax Return on a consolidatedany consolidated group, unitarycombined, affiliated or combined basis prior to the Closing Dateunitary group, (v) with respect to at any claim by Purchaser brought prior to the expiration of the survival period provided in Section 8.6(b), any Taxes and reasonable external advisory and technology service fees and other reasonable external expenses (but only to the extent Purchaser, in good faith, uses all internal resources before incurring such external fees and expenses) attributable to, arising from or related to the failure of any Annuity Contract, Life Insurance Contract or other tax favored product issued, assumed, exchanged, modified, sold or marketed by any of the Acquired Subsidiaries to comply with applicable Tax Law, including all such Taxes, fees and expenses incurred to correct any such problems related thereto, to amend, create substitute forms or that are incurred in connection with taking any other actions necessary to cause such products to comply with applicable Tax Law, provided, however, that this Section 8.1(a)(v) shall not cover products with respect to which the issue relating to noncompliance did not exist as of the Closing Date or that are noncompliant due to (A) changes in (1) Tax Law or (2) published Internal Revenue Service interpretations thereof, in either case, occurring after the Closing Date or (B) any actions taken by Purchaser or its Affiliates after the Closing Date; (vi) all Taxes for all taxable periods or portions thereof ending on or before the expiration of the survival period provided in Section 8.6 (and, solely with respect to the representations contained in Section 4.18(w), (x) and (y), any reduction in, or loss of, net Tax Benefits, calculated on a net present value basis using the principles of Section 8.11(a)) that result from, arise out of or are based upon an inaccuracy or breach of the representations and warranties provided under Section 4.18 (without regard to the knowledge qualifier in the representations contained in Section 4.18(w), (x) and (y) only) or the covenants and agreements relating to Taxes as provided in Sections 2.4, 3.3, 6.1 and Articles VIII and X; (vii) any Taxes (other than Conveyance Taxes) resulting from or attributable to: (A) any of the transactions contemplated by Section 6.14, (B) any transactions contemplated by this Agreement that are required to occur time on or prior to the Closing Date and (C) any actions that are undertaken by or at the direction of or for the benefit of Parent or Sellers or any Affiliates thereof (clauses (i) - (vii) hereinafter referred to as the "Pre-Closing Taxes") Date; and (viii) 50% any costs and expenses, including reasonable out-of-pocket investigatory, legal or accounting fees and expenses, losses, damages, assessments, settlements or judgments arising out of, incident to the imposition, assessment or assertion of, or attributable to any item described in (i) to (vii) (including, subject to Section 9.1(e), the contest of all Conveyance Taxesany Tax liability in connection therewith); provided, however, that PreIIF Subway and SWMAC Holdco shall not be liable, and the CIUS-Closing Corix Indemnified Parties shall not seek indemnification, for any Taxes or Losses to the extent recovery for such Taxes or Losses would be duplicative of amounts recovered as an adjustment to (or otherwise taken into account in determining) the Equity Balancing Payment pursuant to Article II. For the avoidance of doubt, (x) shall be net in the event of any specific accruals and reserves specifically established for any such Tax a Loss suffered directly or expense covered in Section 8.1(a)(v) to the extent reflected on indirectly by CIUS after the Closing Date Balance Sheet (not including any amounts resulting from or arising out of Deferred Taxes reflected on such balance sheet) but only to the extent Purchaser or the Acquired Subsidiaries have not pursuant to Section 8.1(g)(ix) or 8.8 made a payment relating to such accrual or reserve, provided, further, that Parent shall not be liable an indemnifiable matter under this Section 8.1(a9.1(a), IIF Subway shall, or shall cause SWMAC Holdco to, be obligated to contribute (or cause to be contributed) until to CIUS an amount equal to the aggregate amount of Parent's indemnification obligation such Loss, and no Equity Interests, or other rights or value with respect to such contribution, shall be issued to SWMAC Holdco or any other Person in exchange for such contribution, and (y) in the event of a Loss suffered by any of the other CIUS-Corix Indemnified Parties not addressed by clause (x) immediately above resulting from or arising out of an indemnifiable matter under this Section 8.1(a) is greater than $100,000 after taking into account subclause (x) above9.1(a), at which point Parent IIF Subway shall, or shall cause SWMAC Holdco to, be liable for obligated to make a direct payment to the full applicable CIUS-Corix Indemnified Party in an amount equal to the amount of such indemnification obligation. Notwithstanding any provision to Loss (and the contrary, calculation of such Loss shall take into account the equity ownership in CIUS by the applicable CIUS-Corix Indemnified Party and the Equity Balancing Payment and SHL Balancing Payment paid under this Section 8.1 shall not be interpreted in a manner that would require Parent to indemnify Purchaser and its Affiliates for any (1) reduction of the amount of the Tax Attributes of the Applicable Argentina Subsidiaries and (2) Third Party Claims other than claims for TaxesAgreement).