Common use of Federal Income Taxes in General Clause in Contracts

Federal Income Taxes in General. (a) The income and other Tax items of the Company for all periods ending on or before the Closing Date shall be included in the consolidated federal income Tax Return of the affiliated group of which LGC is the common parent. Seller and LGC shall be responsible for any federal income Taxes of the Company for such periods and of any other member of such affiliated group not heretofore paid. Neither Buyer nor the Company shall be required to reimburse Seller or any other person for any such Taxes. Seller and LGC shall indemnify and hold Buyer and the Company harmless from all liabilities for any such Taxes. Seller shall be entitled to any refunds (except any resulting from carrybacks from taxable periods ending after the Closing Date) not heretofore received for taxable periods of the Company ending on or before the Closing Date; provided, however, that any amount payable by Buyer or the Company to Seller in respect of any such refund shall be reduced by the lesser of (i) the amount of any Taxes incurred or (ii) the present value (based on a discount rate of 8%) of any Taxes to be incurred, by Buyer or the Company as a result of the accrual or receipt of the refund. (b) Buyer and the Company shall be responsible for and shall indemnify and hold Seller harmless from all federal income Taxes (except Taxes resulting from any adjustments to or changes in Tax items relating to any taxable period ending on or before the Closing Date) of the Company for any taxable period beginning after the Closing Date and during which the Company is a member of Buyer's affiliated group. Buyer and the Company shall be entitled to all refunds of such Taxes.

Federal Income Taxes in General. (a1) The income and other Tax items of the Company and the Subsidiaries for all periods ending on or before the Closing Date shall be included in the consolidated federal income Tax Return of the affiliated group group, within the meaning of Section 1504(a) of the Code, of which LGC PFC is the common parenta member (“PFC Group”). Seller and LGC shall be responsible for any federal income Taxes of the Company for such periods and of any other member of such affiliated group not heretofore paid. Neither Buyer nor the Company shall be required to reimburse Seller or any other person for any such Taxes. Seller and LGC shall indemnify and hold Buyer and the Company harmless from all liabilities for any such Taxes. Seller shall be entitled to any refunds (except any resulting from carrybacks from taxable periods ending after the Closing Date) not heretofore received for taxable periods of the Company ending on or before the Closing Date; providedExcept as otherwise provided in this Section 7.7, however, that any amount payable by Buyer or the Company to Seller in respect of any such refund shall be reduced by the lesser of (i) the amount of any Taxes incurred or (ii) the present value (based on a discount rate of 8%) of any Taxes to be incurred, by Buyer or the Company as a result of the accrual or receipt of the refund. (b) Buyer and the Company PFC shall be responsible for and shall indemnify and hold Seller Buyer harmless from any federal income Taxes of the Company and the Subsidiaries (including any amount payable by reason of Treasury Regulation § 1.1502-6), to the extent not paid before Closing, and shall be entitled to any reductions in such Taxes or refunds (including interest), for taxable periods ending on or before or, with respect to the consolidated federal income Tax Return of PFC Group, including the Closing Date. If Buyer or the Subsidiaries receives any such refund, Buyer shall promptly pay (or cause such Subsidiary to pay) the entire amount of the refund (including interest) to PFC. (2) Buyer and the Subsidiaries shall be responsible for and shall indemnify and hold PFC and PFC Group harmless from all federal income Taxes (except Taxes resulting from any adjustments to or changes in Tax items relating to any taxable period ending on or before the Closing Date) of the Company and the Subsidiaries for any taxable period beginning after the Closing Date and during which and, with respect to prior taxable periods, for all federal income Taxes resulting from any of the Company is following actions taken without PFC’s written consent by Buyer or any of the Subsidiaries: actions taken outside the Ordinary Course of Business after the Closing but on the Closing Date; the amendment or attempt to amend any income Tax Return for a member period ending on or before the Closing Date; or (except as permitted by Section 10.4, subject to the last sentence of Buyer's affiliated groupSection 7.7(H)) any action with respect to any contest, audit, or other proceeding relating to federal income Tax for any such period. Buyer and the Company Subsidiaries shall be entitled to all refunds of such TaxesTaxes (including interest).

Federal Income Taxes in General. (a) The income and other Income Tax items of the Company Companies for all periods ending on or before the Closing Date shall be included in the consolidated federal income Income Tax Return of the affiliated group group, within the meaning of Section 1504(a) of the Code, of which LGC Seller is the common parenta member. Except as otherwise provided in this Section 8.5, Seller and LGC shall be responsible for any federal income Taxes of the Company for such periods and of any other member of such affiliated group not heretofore paid. Neither Buyer nor the Company shall be required to reimburse Seller or any other person for any such Taxes. Seller and LGC shall indemnify and hold Buyer and the Company harmless from all liabilities for any such Taxes. Seller shall be entitled to any refunds (except any resulting from carrybacks from taxable periods ending after the Closing Date) not heretofore received for taxable periods of the Company ending on or before the Closing Date; provided, however, that any amount payable by Buyer or the Company to Seller in respect of any such refund shall be reduced by the lesser of (i) the amount of any Taxes incurred or (ii) the present value (based on a discount rate of 8%) of any Taxes to be incurred, by Buyer or the Company as a result of the accrual or receipt of the refund. (b) Buyer and the Company shall be responsible for and shall indemnify hold Buyer and the Companies harmless from any federal Income Taxes of the Companies (including any amount payable by reason of Treasury Regulation 1.1502-6 or successor regulation of similar import) not heretofore paid, and shall be entitled to any reductions in such Taxes or refunds (including interest) not heretofore received, for taxable periods ending on or before or, with respect to the consolidated federal Income Tax Return of Seller’s affiliated group, including the Closing Date. If Buyer or either of the Companies receive any such refund, Buyer shall promptly pay (or cause the Company to pay) the entire amount of the refund (including interest) to Seller. Buyer and the Companies shall be responsible for and shall hold Seller harmless from all federal income Income Taxes (except Taxes resulting from any adjustments to or changes in Tax items relating to any taxable period ending on or before the Closing Date) of the Company Companies for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all federal Income Taxes resulting from any action taken without Seller’s written consent by Buyer or the Companies after the Closing (including, without limitation, actions taken outside the ordinary course of business and during which occurring on the Company is a member of Buyer's affiliated groupClosing Date). Buyer and the Company Companies shall be entitled to all refunds of such TaxesTaxes (including interest).

Federal Income Taxes in General. (ai) The income and other Tax items of the Company and its Subsidiaries for all periods ending on or before the Closing Date shall be included in the consolidated federal income Federal Income Tax Return of the affiliated group group, within the meaning of Section 1504(a) of the Code, of which LGC Seller is a member (the common parent“Seller Tax Group”). Except as otherwise provided in this Section 8.5, Seller and LGC shall be responsible for and shall hold Buyer harmless from any federal income Federal Income Taxes of the Company for such periods and its Subsidiaries (including any amount payable by reason of any other member Treasury Regulation § 1.1502-6 or successor regulation of such affiliated group similar import) to the extent not heretofore paid. Neither Buyer nor the Company shall be required to reimburse Seller or any other person for any such Taxes. Seller paid before Closing, and LGC shall indemnify and hold Buyer and the Company harmless from all liabilities for any such Taxes. Seller shall be entitled to any reductions in such Taxes or refunds (except any resulting from carrybacks from taxable periods ending after the Closing Date) not heretofore received including interest), for taxable periods of the Company ending on or before or, with respect to the consolidated Federal Income Tax Return of the Seller Tax Group, including the Closing Date; provided, however, that any amount payable by . If Buyer or the Company to Seller in respect or any of its Subsidiaries receives any such refund refund, Buyer shall be reduced by promptly pay (or cause the lesser of (iCompany and its Subsidiaries to pay) the entire amount of any Taxes incurred or the refund (iiincluding interest) the present value (based on a discount rate of 8%) of any Taxes to be incurred, by Buyer or the Company as a result of the accrual or receipt of the refundSeller. (bii) Buyer and the Company and its Subsidiaries shall be responsible for and shall indemnify and hold Seller and the Seller Tax Group harmless from all federal income Federal Income Taxes (except Taxes resulting from any adjustments to or changes in Tax items relating to any taxable period ending on or before the Closing Date) of the Company and its Subsidiaries for any taxable period beginning after the Closing Date and during which and, with respect to prior taxable periods, for all Federal Income Taxes resulting from any action taken without Seller’s written consent by Buyer or any of its Affiliates (including the Company is a member and its Subsidiaries) after the Closing (including, without limitation, actions taken outside the ordinary course of Buyer's affiliated groupbusiness and occurring on the Closing Date). Buyer and the Company and its Subsidiaries shall be entitled to all refunds of such TaxesTaxes (including interest).

Federal Income Taxes in General. (a) The income and other Income Tax items of the Company Companies for all periods ending on or before the Closing Date shall be included in the consolidated federal income Income Tax Return of the affiliated group group, within the meaning of Section 1504(a) of the Code, of which LGC Seller is the common parenta member. Except as otherwise provided in this Section 8.5, Seller and LGC shall be responsible for any federal income Taxes of the Company for such periods and of any other member of such affiliated group not heretofore paid. Neither Buyer nor the Company shall be required to reimburse Seller or any other person for any such Taxes. Seller and LGC shall indemnify and hold Buyer and the Company harmless from all liabilities for any such Taxes. Seller shall be entitled to any refunds (except any resulting from carrybacks from taxable periods ending after the Closing Date) not heretofore received for taxable periods of the Company ending on or before the Closing Date; provided, however, that any amount payable by Buyer or the Company to Seller in respect of any such refund shall be reduced by the lesser of (i) the amount of any Taxes incurred or (ii) the present value (based on a discount rate of 8%) of any Taxes to be incurred, by Buyer or the Company as a result of the accrual or receipt of the refund. (b) Buyer and the Company shall be responsible for and shall indemnify hold Buyer and the Companies harmless from any federal Income Taxes of the Companies (including any amount payable by reason of Treasury Regulation 1.1502-6 or successor regulation of similar import) not heretofore paid, and shall be entitled to any reductions in such Taxes or refunds (including interest) not heretofore received, for taxable periods ending on or before or, with respect to the consolidated federal Income Tax Return of Seller’s affiliated group, including the Closing Date. If Buyer or either of the Companies receive any such refund, Buyer shall promptly pay (or cause the Company to pay) the entire amount of the refund (including interest) to Seller. Buyer and the Companies shall be responsible for and shall hold Seller harmless from all federal income Income Taxes (except Taxes resulting from any adjustments to or changes in Tax items relating to any taxable period ending on or before the Closing Date) of the Company Companies for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all federal Income Taxes resulting from any action taken without Seller’s written consent by Buyer or the Companies after the Closing (including, without limitation, actions taken outside the ordinary course of business and during which occurring on the Company is a member of Buyer's affiliated groupClosing Date). Buyer and the Company Companies shall be entitled to all refunds of such TaxesTaxes (including interest). State Income Taxes in General. Seller shall be responsible for preparing and filing the state Income Tax Returns of the Companies for taxable periods ending on or before the Closing Date. Except as otherwise provided in this Section 8.5, Seller shall hold Buyer and the Companies harmless from any state Income Taxes of the Companies (including any amount payable by reason of any applicable provision of state Income Tax Law similar to Treasury Regulation 1.1502-6 or successor regulation of similar import) not heretofore paid and shall be entitled to any reductions in such Taxes or refunds (including interest) not heretofore received for such taxable periods and, with respect to state Income Taxes of Seller or any corporation affiliated with Seller with which the Companies file a combined or similar state Income Tax Return, the taxable period including the Closing Date. If Buyer or either of the Companies receive any such refund, Buyer shall promptly pay (or cause the Company to pay) the entire amount of such refund (including interest) to Seller. Buyer and the Companies shall be responsible for and shall hold Seller harmless from all state Income Taxes of the Companies for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all state Income Taxes resulting from any action taken without Seller’s written consent by Buyer or the Companies after the Closing (including, without limitation, actions taken outside the ordinary course of business and occurring on the Closing Date). Buyer and the Companies shall be entitled to all refunds of such Taxes (including interest). Except as otherwise provided in this Section 8.5, Seller shall hold Buyer and the Companies harmless from any Other Taxes of the Companies not heretofore paid and shall be entitled to any reductions in or refunds of such Other Taxes (including interest) not heretofore received for taxable periods ending on or before the Closing Date. If Buyer or either Company receives any such refund, Buyer shall promptly pay (or cause the Company to pay) the entire amount of such refund (including interest) to Seller. Buyer and the Companies shall be responsible for and shall hold Seller harmless from all Other Taxes of the Companies for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all Other Taxes resulting from any action taken without Seller’s written consent by Buyer or the Companies after the Closing (including, without limitation, actions taken outside the ordinary course of business and occurring on the Closing Date). Buyer and the Companies shall be entitled to all refunds of such Taxes (including interest). The Companies shall be responsible for timely filing Other Tax Returns for all taxable periods ending on or before the Closing Date. Except as otherwise required by Law, such Other Tax Returns shall be prepared by using the Tax accounting methods, elections and practices used by the Companies for the immediately preceding taxable period. At least 14 Business Days prior to the filing due date of any such Other Tax Return, the Companies shall (and Buyer shall cause the Companies to) forward such Tax Return, and copies of all related workpapers, to Seller for its review and comment. If Seller disagrees with any item on such Other Tax Return, it shall promptly notify Buyer of such matter, and Buyer shall make (or cause to be made) any changes in such Other Tax Returns that are reasonably requested by Seller. Neither of the Companies shall file (nor shall the Buyer permit them to file) any amended Other Tax Return for any period ending on or before the Closing Date without Seller’s written consent. Straddle Periods. If either Company is required to file any Tax Return for a taxable period covering days before and after the Closing Date, Buyer shall cause such return to be filed and shall be responsible for the payment of any Tax for such period. However, Seller shall pay to Buyer, as an adjustment to the Final Purchase Price, the amount by which the Tax attributable to the period through the Closing Date exceeds the sum of the amount of such Tax paid (including payments of estimated Tax) on or before the Closing Date plus the amount of such Tax reflected on the Final Statement of Working Capital. The Tax attributable to the period through the Closing Date shall be determined (i) as if that period were a separate taxable period, and (ii) except as otherwise required by Law, by using the Tax accounting methods and Tax elections used by the Companies before the Closing Date. Seller shall compute the amount of the Companies’ Tax attributable to the period through the Closing Date and shall notify Buyer of such amount in writing no later than 90 days after the Closing Date. Within 45 days after the date of such notification, Seller shall pay to Buyer the excess of (i) the amount of Tax determined by Seller as attributable to the portion of the period through the Closing Date, over (ii) the sum of the amount of the Tax for the taxable period paid (including payments of estimated Tax) on or before the Closing Date plus the amount of such Tax reflected on the Final Statement of Working Capital, unless within 30 days after such date, Buyer notifies Seller in writing that Buyer disagrees with the computation of any such amount. In that case, Seller and Buyer shall proceed in good faith to determine the correct amount, and Seller’s payment to Buyer shall be due the later of (i) the time specified in the immediately preceding sentence, and (ii) 10 days after Seller and Buyer agree to the amount payable.