Common use of Indemnification for Taxes Clause in Contracts

Indemnification for Taxes. (a) Seller shall indemnify and hold harmless Purchaser from and against all Taxes imposed on the Company: (i) for any Pre-Closing Period; (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 (or a comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, (iii) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.

Indemnification for Taxes. (a) Seller shall From and after the Initial Closing Date, the Sellers will indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Losses arising out of or resulting from (i) income Taxes imposed on the Company: (i) Company for any a Pre-Initial Closing Tax Period; (ii) pursuant to U.S. Taxes of another Person imposed on the Company (A) under Treasury Regulations Section 1.1502-6 (or a comparable and any similar provision of state, local local, or foreign Law) solely by virtue as a result of the Company’s Company being or having been a member of a any consolidated, combinedunitary, combined or unitary Tax similar group on or at any time prior to the Initial Closing Date, or (iiiB) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee or successor, successor as a result of a transaction occurring prior to the Initial Closing or by contract entered into prior to the Initial Closing (other than as a result of any customary Tax indemnity, sharing or otherwise, allocation agreement pursuant to an agreement whose primary subject is not Taxes); (iii) any Taxes of the Sellers imposed on Purchaser as a result of any transactions occurring on the Initial Closing Date; (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transfereearising from, successor, by contract related to or otherwise relate attributable to transactions entered into by the Company on breach or nonperformance of the covenants provided in Section 7.1(j) prior to the Closing Date outside the ordinary course of businessInitial Closing; and (v) for Transfer Taxes allocable to Seller pursuant to imposed on the Company arising from any breach of any representation or warranty, as of the Initial Closing, made by the Company contained in Section 6.74.16; provided, and (vihowever, that the Sellers will not be liable under this Section 10.1(a) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as Losses relating to Taxes to the extent that such Taxes were reflected in the Transaction Expenses; (x) Losses arising out of or resulting from any Taxes arising in a result Post-Initial Closing Tax Period; (y) Losses relating to Taxes arising from an election made by Purchaser or any of a deemed or actual election its Affiliates under Section 338 of the Code with respect to the purchase transactions contemplated by this Agreement or any other transaction occurring after the Initial Closing at the direction of the Company pursuant to Purchaser and not expressly provided for and permitted by this Agreement; or (xz) that was reflected as a liability reducing Closing Working Capital, Taxes for which Purchaser is responsible under Section 10.1(c). Except with such Closing Working Capital amount reduced by any amounts paid respect to Seller pursuant the Losses relating to Taxes described in clause (iii) of this Section 10.1(a), which will be the second sentence sole responsibility of the Sellers, the Sellers’ indemnification obligations under this Section 6.8 and the last sentence of Section 6.8; (y10.1(a) that is commercially reasonable for the Company will be limited to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.Sellers Loss. Stock Purchase Agreement

Indemnification for Taxes. (i) Sellers shall jointly and severally indemnify the Buyer Parties and the Acquired Retail Group Members and hold them harmless from (a) Seller shall indemnify and hold harmless Purchaser from and against all Taxes imposed on of the Company: (i) Retail Group Members for any Pre-Closing Period; (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 (or a comparable provision of state, local or foreign Law) solely by virtue Tax Period and the portion of the Company’s being Overlap Period through the end of the Closing Date and (b) any Taxes of any combined, consolidated or having similar group of which any Retail Group Member has been a member of a consolidated, combined, or unitary Tax group on or at any time prior to the Closing DateDate or for which any Retail Group Member is otherwise liable as of the Closing; provided, (iii) with however, that, in respect to of Taxes that arise in and are attributable to a of the Acquired Retail Group Members for any Pre-Closing Tax Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but the Sellers shall be liable only to the extent such Taxes imposed on the Company as a transferee, successor, have not been paid or deposited by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date or provided for in a reserve on the Closing Statement or included in Seller Transaction Expenses; provided, further, that the Sellers shall not be liable for, and the Buyer Parties shall jointly and severally indemnify the Sellers for, any Taxes attributable to actions taken by the Acquired Retail Group Members after the Closing that are outside the ordinary course Ordinary Course of business; Business and (vnot contemplated by this Agreement. For the avoidance of doubt, the Taxes for which the Buyer Parties and the Retail Group Members are indemnified under this Section 6.06(b)(i) for Transfer include, without limitation, any Taxes allocable attributable to Seller the distribution or other transfer of Excluded Assets or any other assets by Retail Group Members on or before the Closing Date that are not owned by the Acquired Retail Group Members upon the completion of the Closing. If Income Taxes allocated to the Pre-Closing Tax Period pursuant to Section 6.7, and (vi6.06(b)(ii) for below are less than the sum of any Post-Closing Period as a result of the change in accounting method estimated Income Tax payments or deposits made by Paribas North Americathe Retail Group Members and any reserve for Taxes provided for on the Closing Statement, Inc. with respect the Buyer Parties shall remit the difference to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with Sellers by no later than two business days before the amount due date of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing DateIncome Taxes.

Indemnification for Taxes. (ai) Seller Sellers shall indemnify and hold harmless the Purchaser Indemnified Parties from and against (A) all Taxes imposed on the Company: (i) of any Acquired Company for any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period; , determined in accordance with Section 5.14(c), including, but not limited to, all income and capital gains Taxes of any Acquired Company for any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, determined in accordance with Section 5.14(c), attributable to the Restructuring Transactions and the transactions described in the first sentence of Section 5.8(a) and in Section 5.8(b) and Section 5.13, (iiB) all Taxes required to be paid by any Acquired Company by reason of such Acquired Company having been a member of an affiliated, consolidated, unitary, or similar group prior to the Closing, 48 including pursuant to U.S. Treasury Regulations Section Regulation section 1.1502-6 (or a any comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, (iiiC) with respect all Taxes of any Person required to Taxes that arise in and are attributable to a Pre-Closing Period, be paid by any Acquired Company as a transferee or successorsuccessor pursuant to applicable Law, by contract in either case where the liability of such Acquired Company for such Taxes is attributable to an event or otherwisetransaction occurring before the Closing, including a merger or reorganization involving such Acquired Company, (ivD) with respect except as otherwise provided by this Agreement or any other Contract, all Taxes of Sellers or Affiliates of Sellers (other than the Acquired Companies), (E) the breach of any representation or warranty contained in Section 3.9, (F) all income and capital gains Taxes imposed on any Acquired Company or Purchasers resulting from the sale of the Company Shares pursuant to Taxes that arise in and are this Agreement (including those attributable to any deemed or indirect transfer of an interest in any Acquired Company triggered by such sale of the Company Shares), (G)the Peruvian ITF tax (“Impuesto a Post-Closing Periodlas Transacciones Financieras”) that may be imposed on any amounts to be paid by Purchasers into Sellers’ Peruvian bank accounts (if any), as a transferee or successor(H) Taxes attributable to any breach by any Seller under this Section 5.14; and (I) any Damages related to the foregoing; provided, by contract or otherwisehowever, in each case, but only Sellers shall not have any obligation to indemnify the Purchaser Indemnified Parties pursuant to this Section 5.14(i) to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard are attributable to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for breach by any liability for Taxes (w) incurred as a result of a deemed or actual election Purchaser under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.

Indemnification for Taxes. (a) Seller Subject to the limitations and other provisions set forth in Article IX to the extent that they are applicable to this Article X as provided in Section 10.10, from and after the Closing, Parent shall be responsible for and shall indemnify and hold harmless Purchaser Buyer Indemnitees from and against all Taxes imposed on the Company: (i) for the failure of any representation or warranty made by the Company or Parent in Section 3.17 to be true and correct as of the Closing Date (or as of the date made, where such representation or warranty relates to an earlier date); (ii) all Taxes of the Company and any of its Subsidiaries attributable to any Pre-Closing Taxable Period (including, for the sake of clarity and not by way of limitation, any Tax incurred in or with respect to any non-U.S. jurisdiction in a Pre-Closing Taxable Period); (iiiii) all Taxes of any other Person imposed on the Company or any of its Subsidiaries (A) pursuant to U.S. Treasury Regulations Regulation Section 1.1502-6 (or a comparable provision of state, local or foreign Lawlaw) solely by virtue of the Company’s Company or any of its Subsidiaries being or having been a member of a consolidated, combined, affiliated, unitary or unitary other Tax group on or prior to the Closing Date, Date (iiiwithout duplication of amounts described in clause (ii) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, of this Section 10.1(a)) or (B) as a transferee or successor, by contract or otherwise, ; and (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course any Losses of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period Buyer Indemnitee incurred as a result of the change any breach by Parent and its Affiliates of any covenant in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method)Article X; provided, however, that Seller Parent shall not be liableliable for, and shall not indemnify PurchaserBuyer Indemnitees with respect to, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by Buyer, Buyer Affiliates, the Company at or any of its Subsidiaries after the request Closing, except for transactions or actions undertaken in the ordinary course of Purchaser business on the Closing Date (any such liability for Taxes, other than Taxes with respect to transactions or prior to actions undertaken in the ordinary course of business on the Closing Date, a “Post-Closing Tax Liability”).

Indemnification for Taxes. (a) Seller shall indemnify Notwithstanding any provision to the contrary contained in this Agreement, and without duplicating any obligation under any other provision of this Article 9, until the expiration of the applicable statute of limitations and subject to the limitation set forth in Section 9.6, the Company Preferred Stockholders and COC Recipients agree to indemnify, defend and hold harmless Purchaser the Parent Indemnitees on an after-tax basis against (i) all Taxes, losses, claims and expenses resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based upon, attributable to, or resulting from the failure of any representation or warranty made pursuant to Section 3.12 (Taxes) of this Agreement to be true and against correct as of the Closing Date; (ii) all Taxes imposed on or asserted against the Company: (i) properties, income or operations of the Company or its Subsidiaries, or for which the Company or any of its Subsidiaries may otherwise be liable, for all Pre-Closing Period; (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 (or a comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, (iii) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only Periods to the extent such Taxes imposed on are not reflected in the Company as a transfereeClosing Date Working Capital, successorare not attributable to compensation payable by reason of the actions described in Section 5.11, are not attributable to any amendment to any Return filed, or other change made, by contract Parent or otherwise relate to transactions entered the Surviving Corporation following the Closing Date, or are not taken into by account in determining the Adjustment Amount; (iii) all Taxes of any member of an affiliated, consolidated, combined or unitary group (“Group”) of which Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date outside imposed on the ordinary course Company or any of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period its Subsidiaries as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing provisions of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Treasury Regulations Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser 1.1502-6 or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out analogous provisions of pocket costs incurred by the Company in connection with recovering such amounts); any state, local or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Dateforeign law.

Indemnification for Taxes. (a) From and after the Closing Date, the Seller shall be liable for and shall indemnify the Buyer Group Members and hold them harmless Purchaser from and against all Taxes imposed on the Companyany Losses attributable to: (i) all Taxes (or the nonpayment thereof) of each Company (not including RDA) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes, but does not end on, the Closing Date (each such taxable period shall be referred to as a “Pre-Closing Tax Period”); (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Company (not including RDA) is or a comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been was a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, local or foreign law; and (iii) with respect to any Taxes that arise in and are attributable to a Pre-Closing Period, of any Person (other than the Companies) Liability for which is imposed on the Companies (not including RDA) as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable pursuant to a Post-Closing Period, as a transferee transaction or successor, by contract or otherwiseother indemnification obligation that occurs or arises before the Closing; provided, however, that in each casethe case of clauses (i), but (ii) and (iii) above, (x) the Seller shall be liable only to the extent that such Taxes imposed exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Final Closing Date outside the ordinary course of businessStatement; and (vy) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect notwithstanding anything to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof)contrary in this Agreement, with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not liable for or indemnify Purchaser, for the Buyer Group Members against any liability for Losses attributable to Taxes (w) incurred as a result of a deemed or actual election under Section 338 that are the responsibility of the Code with respect to the purchase of the Company Buyer pursuant to this Agreement; (xSection 6.12(k) hereof and any Taxes that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Dateconstitute an Assumed Liability.

Indemnification for Taxes. (a) Seller All payments made by the Borrower under this Agreement and any Notes shall indemnify be made free and hold harmless Purchaser from clear of, and against all Taxes without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on the Company: (i) for Administrative Agent or any Pre-Closing Period; (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 (or a comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, (iii) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred Lender as a result of a deemed present or actual election under Section 338 former connection between the Administrative Agent or such Lender and the jurisdiction of the Code with respect Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to the purchase Administrative Agent or any Lender hereunder or under any Note, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the Company pursuant United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this Agreement; (x) subsection 4.10. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that was reflected may become payable by the Administrative Agent or any Lender as a liability reducing Closing Working Capital, with result of any such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the second sentence of Section 6.8 Loans and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person all other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Dateamounts payable hereunder.

Indemnification for Taxes. (a) Seller From and after the Closing Date, Piccadilly shall protect, defend, indemnify and hold harmless Purchaser the Buyer and Bayou from any and against all Taxes imposed (including any obligation to contribute to the payment of any Taxes determined on the Company: a consolidated, combined or unitary basis with respect to a Sellers' Group of corporations that includes or included Bayou) which are (i) imposed on Piccadilly or any member (other than Bayou) of the consolidated, unitary or combined Sellers' Group which includes or included Bayou or (ii) imposed on Bayou in respect of its income, business, property or operations or for which Bayou may otherwise be liable (A) for any taxable period ending on or before the Closing Date (except for those periods described in Section 9.3) and for any Pre-Closing Period; Period (iias defined and determined in Section 9.4), provided however that to the extent that a liability for such Taxes has been accrued and included in the Closing Date Working Capital Statement, then Piccadilly shall have no obligation to make such Tax payment, (B) resulting by reason of the several liability of Bayou pursuant to U.S. Treasury Regulations Section section 1.1502-6 (or a comparable provision of any analogous state, local or foreign Law) solely law or regulation or by virtue reason of the Company’s being or Bayou having been a member of a any consolidated, combined, combined or unitary Tax group Sellers' Group on or prior to the Closing Date, or (iiiC) with respect resulting from Bayou ceasing to be a member of the affiliated Sellers' Group (within the meaning Section 1504(a) of the Code) that includes Piccadilly. Any indemnification of Buyer for any Taxes that arise hereunder shall be reduced by any tax benefit resulting to Buyer or Bayou from the adjustment resulting in and are attributable the indemnification. Furthermore, if Piccadilly is required to pay additional Taxes for a Pre-Closing Period, as and such payment provides a transferee tax benefit to Buyer or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to Bayou for a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only than Buyer shall indemnify Piccadilly to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Datetax benefit.

Indemnification for Taxes. (a) Seller shall Each of the Shareholders covenants and agrees, jointly and severally, to be responsible for, defend, indemnify and hold harmless Purchaser the Purchaser, the Company, each of its Subsidiaries and their respective Affiliates from and against against, and to pay (i) all Taxes imposed on or with respect to the Company: (i) for Company or any Pre-Closing Period; (ii) pursuant of its Subsidiaries attributable to, arising from or relating to U.S. Treasury Regulations Section 1.1502-6 any taxable period (or a comparable provision of state, local or foreign Lawportion thereof) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group ending on or prior before the Year End Date to the Closing Date, (iii) extent that the total amount of such Taxes exceeds the total reserve with respect to Taxes reflected (excluding for this purpose any deferred tax liability reserves and any reserves for non-current taxes) on the Financial Statements as of June 30, 2000 (including without limitation, any such Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee or successor, any transactions contemplated by contract or otherwisethis Agreement), (ivii) with respect to all Taxes that arise (other than transfer taxes described in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on Section 5.12) asserted against the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course any of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period its Subsidiaries as a result of the change in accounting method made Company or any of its Subsidiaries, as the case may be, having acquired assets (including by Paribas North America, Inc. with respect merger) from another Person prior to the timing of deductibility of bonus payments Closing (whether as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated transferee or unitary groupotherwise), and (Biii) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable arising out of pocket costs incurred or by virtue of any inaccuracy in or breach of any representation or warranty made by the Company in Section 3.7, in each of the above cases together with any reasonable out-of-pocket fees and expenses (including reasonable attorneys’ and accountants’ fees) as incurred by the Purchaser, the Company or their Affiliates in connection with recovering the assessment or collection thereof (provided, in the case of Section 3.7(m), that the Purchaser does not file any Tax Return which contains any position inconsistent with the representations and warranties set forth therein). For purposes of clause (i) of Section 9.8, any liability attributable to a taxable period which begins before and ends after the Year End Date shall be apportioned between the portion of such amounts); period ending on the Year End Date and the portion beginning on the day after the Year End Date (x) in the case of real and personal property Taxes and any capital Taxes, by apportioning such Taxes on a per diem basis, (y) in the case of income Taxes, on the basis of the taxable income or loss of the Company or any of its Subsidiaries, as determined from the books and records of the Company or any of its Subsidiaries for such partial period, and (z) resulting in the case of Taxes other than Taxes described in clauses (x) and (y), on the basis of the actual activities of the Company or any of its Subsidiaries, as determined from transactions the books and records of the Company or actions taken by any of its Subsidiaries for such partial period. Neither the Company nor any of its Subsidiaries shall be deemed, for the purpose of the Shareholders’ obligation under this Section 9.8, to have the benefit of any net operating loss, net capital loss or other Tax credit or benefit that is attributable to, arises from or relates to any taxable period (or portion thereof) commencing after the Year End Date. If a Purchaser Indemnitee deducts for Tax purposes a Tax liability described in this Section 9.8 with respect to which the Shareholders have paid indemnification directly or indirectly to such Purchaser Indemnitee, the Surviving Corporation shall return or cause to be returned to the Shareholders’ Representative, promptly after such deduction is utilized (which for this purpose will include a reduction in the estimated tax payments by the Company at the request Surviving Corporation), a portion of Purchaser on or prior such indemnification equal to the Closing Dateamount by which such Purchaser Indemnitee’s Tax liability has been reduced by such deduction (determined after any increase in Taxes arising out of the receipt of the corresponding indemnification payment made by the Shareholders). For purposes of the immediately preceding sentence, any deduction of any Tax liability described in this Section 9.8 shall be deemed to be utilized only after any deduction or other Tax benefit otherwise available to the Purchaser Indemnitee has been actually utilized. If any amount is returned under this Section 9.8 to the Shareholders’ Representative and the deduction which gave rise to such returned amount is later disallowed or is otherwise determined to be superfluous after taking into account the ordering rule in the preceding sentence, the Shareholders’ Representative shall make an appropriate recovery payment to the Surviving Corporation or the Purchaser Indemnitee, as applicable. In the event that the Purchaser Indemnitee claims that a deduction has not been utilized, the Surviving Corporation shall make available to the Shareholders’ Representative and his representatives on a reasonable basis all books, records, returns, documents, files, other information necessary or useful in connection with such determination.

Indemnification for Taxes. From and after the Closing Date and to the extent the amount of such Taxes or Damages has not been taken into account in determining the Working Capital Amount pursuant to Section 2.4 of this Agreement (a) provided that, for this purpose, any amount of Taxes or Damages shall be treated as having not been taken into account in determining the Working Capital Amount if such amount has been paid or settled pursuant to Section 6.13), Seller Parent and Seller shall be responsible for, and shall jointly and severally indemnify and hold harmless Purchaser, Purchaser Parent and each of the Subject Companies and each of their Affiliates (and any successor thereto) from and against all Taxes imposed on the Company: (A) any Damages suffered, paid or incurred by any Indemnified Purchaser Entity resulting from or caused by any breach of (i) any of the representations and warranties made by Seller and Seller Parent in Sections 4.12 and 4.19(f) of this Agreement or (ii) any covenant set forth in Section 6.1(n) of this Agreement and (B) any and all Taxes (i) imposed on any member of the Seller Parent’s Group (other than the Subject Companies) for any taxable year, (ii) imposed on any of the Subject Companies or for which any of the Subject Companies may otherwise be liable for any taxable year that ends on or before the Closing Date and, with respect to any taxable year beginning before and ending after the Closing Date, the portion of such taxable year ending on (and including) the Closing Date (such portion being referred to hereinafter as the “Interim Period”) (the Interim Period and any taxable year that ends on or before the Closing Date being referred to collectively hereinafter as the “Pre-Closing Period; ”), (iiiii) imposed on another Person for which any Subject Company is liable pursuant to U.S. Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or a comparable any similar provision of state, local or foreign Law) solely Tax law), or pursuant to rules imposing transferee liability, or by virtue of the such Subject Company’s being or having been a member of a consolidated, combinedaffiliated with, or unitary Tax group on or being a transferee of, such other Person prior to the Closing Date, (iii) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise arising from any of the Elections described in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwiseSection 10.6 below, in each case, but only together with interest, penalties, reasonable attorney’s fees and other reasonable expenses relating thereto; provided that the foregoing shall not include any Taxes described in clause (ii) of the following sentence. From and after the Closing Date, except with respect to Taxes for which Seller Parent and Seller are responsible pursuant to the extent such immediately preceding sentence, Purchaser, Purchaser Parent and each of the Subject Companies shall be responsible for, and shall jointly and severally indemnify and hold harmless Seller Parent and Seller Parent’s Group (or any successor thereto) from, any and all Taxes imposed on the Company as a transfereeSubject Companies, successorPurchaser, by contract Purchaser Parent or otherwise relate to transactions entered into by the Company on Purchaser’s Affiliated Group (or prior to any successor thereto) for (i) any taxable year that begins after the Closing Date outside and, with respect to any taxable year beginning before and ending after the Closing Date, the portion of such taxable year commencing on the day after the Closing Date, and (ii) any transfer of assets by the Subject Companies (other than any transfer in the ordinary course of business; business and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result transfer or deemed transfer arising from any of the change in accounting method made by Paribas North America, Inc. with respect to Elections) after the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company Closing on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.

Indemnification for Taxes. (ag) Seller Except as otherwise provided herein, Sellers (severally and not jointly) shall be liable for and shall indemnify and hold harmless Purchaser from and against all Taxes imposed on the CompanyBuyer Indemnified Parties for: (i) for any Pre-Closing Period; Losses attributable to (iiA) pursuant to U.S. Treasury Regulations Section 1.1502-6 any Taxes of any member (or a comparable provision of state, local or foreign Law) solely by virtue of other than the Company’s being ) of an affiliated, consolidated, combined or having been unitary group of which the Company is or was a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, local or foreign law, (iiiB) any Taxes that are imposed on the Company for any taxable year or period that ends on or before the Closing Date and, with respect to Taxes that arise in and are attributable to a Pre-Closing any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, and (C) any Taxes of any Person (other than the Company) liability for which is imposed on the Company as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable pursuant to a Post-Closing Period, as a transferee transaction or successor, by contract or otherwise, in each case, but only to other indemnification obligation that occurs or arises before the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of businessClosing; and (vii) any Losses (including Taxes) for Transfer Taxes allocable to Seller pursuant to Section 6.7which the Company, and (vi) for Buyer or any Post-Closing Period of Buyer’s Affiliates become liable as a result of the change in accounting method inaccuracy of any representation or warranty relating to Taxes made by Paribas North AmericaSellers in Section 4.15 of this Agreement. Notwithstanding the foregoing, Inc. with respect Sellers shall have no obligation pursuant to this Section 11.2(a) for any Taxes or Losses to the timing extent taken into account as a liability in the calculation of deductibility the Closing Date Working Capital or which were taken into account in the calculation of bonus payments the Final Purchase Price as Indebtedness, as finally determined pursuant to Section 2.5(c). In determining whether any transaction occurs on the Closing Date, it is expressly understood and agreed that amounts included as Company Transaction Expenses (including the Change of Control Payments) shall be treated as reflected as item 5 deductions in the Tax Returns for taxable periods ending on the Closing Date, to the extent such amounts are deductible in such taxable periods under any provision of Schedule 3.9 hereof), with the amount Code and the Treasury Regulations thereunder. Buyer and its includible Affiliate or Affiliates will file a consolidated federal income tax return including the income of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company for the period beginning on a stand alone basis the day after the Closing Date. Tax Returns for the period ending on the Closing Date will be prepared by closing the books at the end of the Closing Date under the general provisions of Treasury Regulation 1.1502-76(b)(1)(ii)(A) and (and not as a member of a combined, consolidated or unitary groupb)(2)(i), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting methodno election will be made under Treasury Regulation 1.1502-76(b)(2)(ii)(D); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.

Indemnification for Taxes. Sellers (ajointly and severally) Seller shall indemnify defend and hold Purchaser and its Affiliates (including the Companies and their Subsidiaries) and their respective members, stockholders, Representatives, partners, managers, officers and directors harmless on an after-tax basis from and against: (i) all Taxes and Losses suffered, incurred or paid, directly or indirectly, by Purchaser and its Affiliates (including the Company and its Subsidiaries) as a result of, arising out of, or related to any failure of any representation or warranty made pursuant to Section 4.14 to be true and correct in all respects (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect”, “material adverse change” or similar qualification contained therein) on and as of the date of this Agreement and on and as of the Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); (ii) all Taxes imposed on, asserted against or attributable to the properties, income or operations of the Companies and their Subsidiaries or any Taxes for which the Companies and their Subsidiaries are otherwise liable, for all Pre-Closing Periods and (iii) all Taxes imposed on the Companies and their Subsidiaries as a result of the provisions of Treasury Regulation Section 1.1502-6 or the analogous provisions of any state, local or foreign law. In no event shall Sellers be liable for Taxes to the extent the amount of Taxes are included in the computation of Closing Working Capital and Purchaser shall indemnify, defend and hold Sellers and their Affiliates and their representative members, stockholders, partners, managers, officers, directors and agents harmless on an after-tax basis from and against all Taxes imposed on the Company: (i) for any Pre-Closing Period; (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 (or a comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, (iii) with respect to Taxes that arise in Companies and are attributable to a Pre-Closing Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a their Subsidiaries for all Post-Closing PeriodPeriods and Taxes of the Companies and their Subsidiaries resulting solely from actions, as a transferee or successor, by contract or otherwise, that are not in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable , taken or caused to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing DateDate after the Closing.

Indemnification for Taxes. (a) Seller shall indemnify From and after the Closing Date, the Members (and, by virtue of approval of the Merger by the holders of Company Membership Units in accordance with the Georgia LLCA and as a result of the potential reduction in the Merger Consideration up to the amount of the Escrow Shares for claims made pursuant to this Article X, each other holder of Company Membership Units immediately prior to the Effective Time) hereby agree, jointly and severally but any liability arising hereunder being limited strictly to be in proportion (and not exceed) their respective ownership interests in the Escrow Fund, to indemnify, defend and hold harmless Purchaser Buyer and its direct and indirect subsidiaries (including the Surviving Company after the Effective Time) from any and against all Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and attorneys' and accountants' fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes reduced by any refunds or recoveries of Taxes, including interest thereon, from offsetting adjustments to any other taxable period of the Company that arise as a direct result of any adjustments giving rise to the claim for an indemnification for Taxes hereunder (collectively, "Tax Losses") (i) imposed on the Company: (i) Company or any of its subsidiaries in respect of its income, business, property or operations or for which it may otherwise be liable for any Pre-Closing Period; (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 (taxable period or a comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group portion thereof ending on or prior to the Closing Date, or (iiiii) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, resulting from the inaccuracy or breach as a transferee of the date hereof or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to of the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change Company's representations and warranties set forth in accounting method made by Paribas North America, Inc. with respect Section 5.11 or any breach of the Members' covenants set forth in Section 8.02. Notwithstanding anything contained in this Article X to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof)contrary, with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (Sections 10.01, 10.04 and 10.05 shall not as a member of a combined, consolidated or unitary group), and (B) without regard apply to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under indemnification contemplated by this Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date10.09.

Indemnification for Taxes. (a) From and after the Closing, the Seller shall indemnify the Entities (each herein sometimes referred to as an “Indemnified Taxpayer”) against, and protect, save, and hold harmless Purchaser from each Indemnified Taxpayer from, any and against all Taxes imposed on the Companydamages, Taxes, deficiencies, losses, and reasonable expenses, including, without limitation, reasonable attorneys’, accountants’ and experts’ fees and disbursements (all herein referred to as “Losses”) resulting from: (i) for except to the extent reflected in the final calculation of Closing Date Working Capital or the final computation of Funded Indebtedness, (A) any Taxes of or with respect to any Entity allocable to any Tax period ending on or prior to the Closing Date (a “Pre-Closing Tax Period; ”) or, as provided in Section 8.3(d) hereof, allocable to the pre-Closing portion of any Tax period that includes but does not end on the Closing Date (iia “Straddle Period”), (B) pursuant any liability of or imposed on any Entity for Taxes of any other Person as a transferee or successor, by contract, assumption or otherwise, in each case, resulting from actions taken or agreements entered into prior to U.S. the Closing, except for customary commercial agreements entered into in the ordinary course of business, the principal purpose of which is not with respect to Taxes, (C) any liability of or imposed on any Entity for Taxes of any other Person by operation of law (including Treasury Regulations Section 1.1502-6 (or a any similar or comparable provision of state, local or foreign Lawlaw) solely by virtue as a result of any action taken on or prior to the CompanyClosing or (D) any liability arising from the Seller’s being or having been a member any of a consolidatedits Affiliates’ breach of any covenant in this Agreement with respect to Taxes; or (ii) any breach of any representation, combinedwarranty, or unitary obligation set forth in this Article VIII, disregarding any materiality qualifier provided therein; provided, however, that any indemnification for any breach of any representation, warranty, or obligation set forth in this Article VIII shall be limited to Losses with respect to any Tax group period or portion thereof ending on or prior to the Closing Date. (b) Subject to the resolution of any Tax contest pursuant to Section 8.2(c), upon notice from the Buyer to the Seller that an Indemnified Taxpayer is entitled to an indemnification payment for a Loss pursuant to Section 8.2(a), the Seller shall thereupon pay to the Indemnified Taxpayer in immediately available funds an aggregate amount equal to such Loss no later than five (iii5) business days after receiving such notice. (c) (i) If any audit, claim, litigation or other similar proceeding with respect to Taxes shall be made by any taxing authority that, if successful, would reasonably be expected to result in the indemnification of an Indemnified Taxpayer by the Seller, after taking into account the applicable limitations in Article IX (any such claim, a “Tax Claim”), then the Indemnified Taxpayer shall promptly notify the Seller in writing of such fact; provided, however, that arise in any failure to give such notice will not waive any rights of the Indemnified Taxpayer except to the extent the rights of the indemnifying parties are actually materially prejudiced. (ii) If the Seller notifies the Buyer of its intent to control any Tax Claim to the extent solely related to any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Claim”) within ten (10) days of receiving notice thereof (whether pursuant to Section 8.2(c)(i) or directly from a taxing authority), then the Seller shall diligently control and are attributable defend the Indemnified Taxpayer, at its sole expense, against any such Pre-Closing Tax Claim with counsel of its choice reasonably satisfactory to the Indemnified Taxpayer. The Buyer shall diligently control any Tax Claim that is not a Pre-Closing Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing DateClaim.

Indemnification for Taxes. (a) Each Seller shall jointly and severally indemnify the Purchaser, MANO, MANO I, Manischewitz, each of their Subsidiaries and their Affiliates and each Purchaser Indemnified Party (as such term is hereinafter defined) and hold harmless Purchaser them harmless, from and against all Taxes imposed on the Company: (i) any and all Income Taxes for which MANO, MANO I, Manischewitz or any of their Subsidiaries (or any predecessor company to any of the foregoing) is or may be liable (or for which the Purchaser is or may be liable as a result of its direct or of indirect ownership of any of the foregoing companies) in respect of a Pre-Closing Period or the Pre-Closing Portion of any Straddle Period; , (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 any increase in any Income Tax for which the Purchaser, MANO, MANO I, Manischewitz or any Subsidiary (or a comparable provision of state, local any predecessor company) is or foreign Law) solely by virtue may be liable resulting from the inability to deduct any amount in connection with any management bonuses contemplated hereby or any of the Company’s being or having been other transactions contemplated by this Agreement as a member result of a consolidated, combined, or unitary Tax group on or prior to Section 280G of the Closing DateCode, (iii) with respect to Taxes that arise any increase in and are attributable to a Pre-Closing Periodemployment or withholding Tax for which the Purchaser, as a transferee MANO, MANO I, Manischewitz or successor, by contract any Subsidiary (or otherwise, (ivany predecessor company) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee is or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period may be liable as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax cancellation of the Company with respect to such Tax for such year to Options by MANO I, the income resulting from such change in accounting method)payment of the management bonuses contemplated hereby or any of the other transactions contemplated by this Agreement; provided, however, that Seller there shall not be liable, any double counting based upon the reduction of the Purchase Price already taken in account under clause (v) of Section 2.2 for the estimated increase in employment and shall not indemnify Purchaser, for any liability for Taxes (w) incurred withholding Tax as a result of a deemed or actual election under Section 338 the cancellation of Options and the payment of the Code with respect to management bonuses or amounts payable, if any, at Closing under the purchase of the Company pursuant to this Kroll Letter Agreement; , and (xiv) that was reflected as a liability reducing Closing Working Capitalin each case, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause Loss in connection therewith, including, without limitation, all fees and expenses (iiiincluding, without limitation, reasonable attorneys' fees and expenses) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company Purchaser, MANO, MANO I, Manischewitz, any of their Subsidiaries or their Affiliates in connection with recovering such amounts); therewith or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request in enforcing any of Purchaser on or prior to the Closing Datetheir rights hereunder.

Indemnification for Taxes. (ai) From and after the Closing Date, the Seller shall be liable for and shall indemnify the Buyer Group Members and hold them harmless Purchaser from and against all Taxes imposed on the Companyany Losses attributable to: (i) all Taxes (or the nonpayment thereof) of each Company (not including PWPG and RDA) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes, but does not end on, the Closing Date (each such taxable period shall be referred to as a “Pre-Closing Tax Period”); (ii) pursuant to U.S. Treasury Regulations Section 1.1502-6 all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any Company (not including PWPG and RDA) is or a comparable provision of state, local or foreign Law) solely by virtue of the Company’s being or having been was a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any similar provision of state, local or foreign law; and (iii) with respect to any Taxes that arise in of any Person (other than the Companies) Liability for which is imposed on the Companies (not including PWPG and are attributable to a Pre-Closing Period, RDA) as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable pursuant to a Post-Closing Period, as a transferee transaction or successor, by contract or otherwiseother indemnification obligation that occurs or arises before the Closing; provided, however, that in each casethe case of clauses (i), but (ii) and (iii) above, (x) the Seller shall be liable only to the extent that such Taxes imposed exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to the Final Closing Date outside the ordinary course of businessStatement; and (vy) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect notwithstanding anything to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof)contrary in this Agreement, with the amount of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not liable for or indemnify Purchaser, for the Buyer Group Members against any liability for Losses attributable to Taxes (w) incurred as a result of a deemed or actual election under Section 338 that are the responsibility of the Code with respect to the purchase of the Company Buyer pursuant to this Agreement; (xSection 6.12(k) hereof and any Taxes that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.constitute an Assumed Liability. 76

Indemnification for Taxes. (a) Seller The Stockholders' and Option Holders' respective indemnification obligations pursuant to this Agreement shall indemnify apply, except to the extent reserves or accruals for Taxes are taken into account in the determination of the Final Adjusted Net Book Value of Target, to any and hold harmless Purchaser from all Liabilities and against all Losses for Taxes imposed on upon or assessed against Target or any of its Subsidiaries or the Company: assets thereof (i) for all Tax periods ending on or before the Closing Date and the portion ending on the Closing Date of any PreTax period that includes (but does not end on) the Closing Date, as determined pursuant to SECTION 10.4(C) hereof (the "PRE-Closing Period; CLOSING TAX PERIOD") (including, except as otherwise provided herein, any Tax liability arising as a result of the transactions contemplated by this Agreement, but excluding any liability for Taxes arising as a result of any breach by Purchaser of the covenants set forth in SECTION 10.10 hereof), (ii) pursuant arising out of, based upon or resulting from any breach or inaccuracy of any representations or warranties contained in SECTION 4.18(a), (b), (d), (f), (h), (j), (k) and (m) hereof; (iii) by reason of being a successor-in-interest or transferee of another entity; and (iv) with respect to U.S. Treasury Regulations Section 1.1502-6 (any and all Taxes of any member of an Affiliated Group of which Target or a comparable provision any of state, local its Subsidiaries is or foreign Law) solely by virtue of the Company’s being or having been was a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, (iiiincluding by reason of the application of Treasury Regulation Section 1.1502-6(a) with or any analogous or similar state, local or foreign law or regulation; PROVIDED, HOWEVER, that none of the Stockholders or Option Holders shall be required to indemnify, defend or hold harmless any Purchaser Indemnified Party from and against any Liabilities or Losses for Taxes imposed upon or assessed against Target or any of its Subsidiaries or the assets thereof arising by reason of any action in respect to Taxes that arise in and are attributable to of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Period, as a transferee Tax Period taken or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into by the Company on or prior to not taken after the Closing Date outside by Purchaser or any of its Affiliates or any transferee of the ordinary course Purchaser or any of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7its Affiliates, and (vi) except for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), action or inaction which is consistent with the amount Tax Return reporting positions of such Taxes calculated for purposes of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or Target or required by applicable law, the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company Merger Agreement or in connection with recovering such amounts); any audit or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request Tax proceeding in respect of Purchaser a Tax liability for a Tax period ending on or prior to before the Closing DateDate or a Pre-Closing Tax Period (a "PURCHASER TAX ACT").

Indemnification for Taxes. The Indemnifying Holders hereby agree, or have otherwise agreed in writing, to severally (aand not jointly) Seller shall indemnify indemnify, defend and hold harmless Purchaser the Parent Indemnitees on an after tax basis from and against: (A) all Taxes, losses, claims and expenses resulting from, arising out of, or incurred with respect to, any claims that may be asserted by any party based on, attributable to, or resulting from the failure of any representation or warranty made pursuant to Section 3.12 (without giving effect to any “material,” “materially,” “materiality,” “Material Adverse Effect,” “material adverse effect,” “material adverse change,” Knowledge or similar qualifier contained in any such representation or warranty) to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (B) all Taxes imposed on, asserted against or attributable to the properties, income or operations of the Company and its Subsidiaries or any Taxes for which the Company and its Subsidiaries are otherwise liable, for all Pre-Closing Periods; (C) all Taxes imposed on the Company: (i) for any Pre-Closing Period; (ii) pursuant to U.S. Company and the its Subsidiaries as a result of the provisions of Treasury Regulations Section 1.1502-6 (or a comparable provision the analogous provisions of any state, local or foreign Lawlaw; (D) solely by virtue of the Company’s being or having been a member of a consolidated, combined, or unitary Tax group on or prior to the Closing Date, (iii) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such all Taxes imposed on the Company and its Subsidiaries, or for which the Company and its Subsidiaries may be liable, as a transfereeresult of any transaction contemplated by this Agreement; and (E) all Taxes imposed on any payments made pursuant to this Agreement or made pursuant to the Escrow Agreement; provided that, successorsolely for this clause E, by contract or otherwise relate each Indemnifying Holder is responsible solely for the amount of Taxes imposed on payments with respect to transactions entered into by such Holder; provided that the Indemnifying Holders shall have no obligation to indemnify for any Taxes of the Company on or prior its Subsidiaries attributable to any (i) Section 338(g) election (or similar election) made by Parent with respect to the Closing Date Merger, (ii) transfer of assets or other action not contemplated by this Agreement taken or caused to be taken by Parent outside of the ordinary course of business; and business on the Closing Date but after the Effective Time or (viii) for Transfer withholding Taxes allocable due with respect to Seller amounts payable pursuant to Section 6.7, and (vi2.5(b) for any Post-Closing Period as a result of the change in accounting method made by Paribas North America, Inc. with respect to Company Options held by current employees, directors or consultants of the timing Company. For the avoidance of deductibility of bonus payments (doubt, each Indemnifying Holder's obligation to indemnify for Taxes under this Section 7.3 shall be subject to the same maximum liability as reflected as item 5 of Schedule 3.9 hereof), with the amount of such Taxes calculated for purposes applies to Specified Claims pursuant to Section 9.4 of this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred as a result of a deemed or actual election under Section 338 of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.

Indemnification for Taxes. (a) Seller shall indemnify and hold harmless Purchaser the Buyer Indemnitees from and against all Taxes imposed on the Companyagainst: (i) Taxes of the Transferred Entities for any all Pre-Closing Period; Tax Periods, (ii) Excluded Tax Liabilities, (iii) Taxes arising out of any breach of any covenant made by any Selling Corporation in this Agreement, (iv) Seller VAT, (v) Transfer Taxes that are the responsibility of Seller under Section 9.4, (vi) Taxes imposed on income required to be included under Section 951 of the Code with respect to a Transferred Entity for a Pre-Closing Tax Period (including by reason of Section 956 of the Code) (determined as if the taxable year of the Transferred Entity closed on the Closing Date), (vii) Taxes or any other out-of-pocket costs and expenses incurred as a consequence of any attempted or consummated Like-Kind Exchange or other action undertaken pursuant to U.S. Treasury Regulations Section 9.11, (viii) Taxes arising from or attributable to any Restructuring Transaction or any other transactions or activities contemplated by Section 7.14, (ix) Taxes arising under Section 1.1502-6 (of the Treasury Regulations or a comparable any similar provision of state, local or foreign Law) solely Law by virtue of the Company’s being or any Transferred Entity having been a member of a consolidated, combined, affiliated, unitary or unitary other similar tax group prior to the Closing, (x) payments in respect of Taxes made by any Transferred Entity under any Tax group on indemnity, Tax sharing or other similar agreement entered into prior to the Closing Datebut following the xxxx Xxxxxx or any of its Affiliates acquired control of such Transferred Entity, and (iiixi) with respect to Taxes that arise in and are attributable to a Pre-Closing Period, as a transferee Legacy Liabilities or successor, by contract or otherwise, (iv) with respect to Taxes that arise in and are attributable to a Post-Closing Period, as a transferee or successor, by contract or otherwiseSeller Business Liabilities, in each case, but only case to the extent such (A) of Taxes imposed on a disposed of or discontinued business, or line of business, or on the Company as a transfereedisposition or discontinuance thereof, successor, by contract or otherwise relate (B) relating to transactions indemnity obligations entered into by the Company on or prior to the Closing Date and payable to third parties in respect of Taxes described in clause (xi)(A); in each case other than Taxes arising out of (I) any breach of any Tax Covenant made by Buyer or any Buyer Corporation or (II) any action taken outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) for business by Buyer or any Post-of its Affiliates after the Closing Period as a result of but on the change in accounting method made by Paribas North America, Inc. with respect Closing Date except to the timing of deductibility of bonus payments (as reflected as item 5 of Schedule 3.9 hereof), with the amount of extent such Taxes calculated for purposes of action was expressly contemplated by this clause (vi) determined (A) by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method)Agreement; provided, provided that Seller shall not be liable, and shall not indemnify Purchaser, responsible for any liability indemnifying Buyer under clause (i) or (ii) of this Section 9.1(a) for Taxes (w) incurred as a result that are specifically the responsibility of a deemed or actual election Buyer under Section 338 this Agreement. For the avoidance of doubt, to the Code extent Seller is required to indemnify Buyer with respect to any Taxes in respect of which Brazil Judicial Deposits are outstanding, Seller’s indemnification obligation under this Section 9.1(a) with respect to such Taxes shall not be reduced by the purchase amount of any such Brazil Judicial Deposits applied in satisfaction of such Taxes. Notwithstanding that a claim for Taxes or Losses may fall into multiple categories of this Section 9.1(a), a Buyer Indemnitee may recover such Taxes and Losses one time only. The amount of Taxes described in clauses (i) and (ii) of this Section 9.1(a) shall be computed without regard to any Tax Attribute to the Company pursuant extent that it is attributable to, arises from or relates to any Post-Closing Tax Period. Notwithstanding any other provision of this Agreement and for the avoidance of doubt, the limitations in Section 10.4 shall not apply to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts9.1(a); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.

Indemnification for Taxes. (a) From and after the Closing Date, Seller Parent and the Seller Parent's Group (or any successor thereto) shall be responsible for and shall indemnify and hold harmless Purchaser and its affiliates (including each of the Subject Companies) from any and against all (i) Taxes imposed on any member of the Company: (i) Seller Parent's Group for any Pre-Closing Period; (ii) pursuant to U.S. taxable year including, but not limited to, Taxes arising solely as a result of Treasury Regulations Regulation Section 1.1502-6 (6(a) or a comparable any similar provision of state, local or foreign Law) solely by virtue law for Taxes of the Company’s being Seller Parent's Group or having been a member for which any Subject Company may be liable because of a membership in any other affiliated, consolidated, combined, combined or unitary Tax group at any time prior to the Closing, (ii) Taxes imposed on the Subject Companies or for which the Subject Companies may otherwise be liable for any taxable year that ends on or prior before the Closing Date and, with respect to any taxable year beginning before and ending after the Closing Date, the portion of such taxable year ending on (iiiand including) with respect the Closing Date (such portion being referred to Taxes hereinafter as the "Interim Period") (the Interim Period and any taxable year that arise in and are attributable ends on or before the Closing Date being referred to a collectively hereinafter as the "Pre-Closing Period, "); (iii) Taxes imposed on or payable by any Subject Company as a transferee result of the Reorganization under Section 6.7 or successor, by contract or otherwise, the Election(s) under Section 10.7; (iv) Taxes imposed on or payable by any Subject Company as a result of a breach by Seller Parent, Seller or any of their affiliates of any covenant contained in this Article X (including with respect to Taxes that arise in the obligations of Seller Parent and are attributable Seller to a Post-Closing Period, as a transferee or successor, by contract or otherwise, in each case, but only to the extent such make any Election(s)); (v) Taxes imposed on the Company as a transferee, successor, by contract or otherwise relate to transactions entered into payable by the Company on or prior to the Closing Date outside the ordinary course of business; and (v) for Transfer Taxes allocable to Seller pursuant to Section 6.7, and (vi) Subject Companies for any PostPre-Closing Period as a result of the change a breach of a representation or warranty contained in accounting method made by Paribas North America, Inc. with respect to the timing of deductibility of bonus payments Section 4.12 (as reflected as item 5 of Schedule 3.9 hereofother than section 4.12(b), with the amount of such Taxes calculated for purposes of this clause ); and (vi) determined (A) Taxes imposed on or payable by treating the Company on a stand alone basis (and not as a member of a combined, consolidated or unitary group), and (B) without regard to any available net operating loss carryovers from prior taxable years, and without regard to other items of income, gain, loss, or deduction with respect to the then current taxable year (but applying the net aggregate effective rate of Tax of the Company with respect to such Tax for such year to the income resulting from such change in accounting method); provided, that Seller shall not be liable, and shall not indemnify Purchaser, for any liability for Taxes (w) incurred Subject Companies as a result of a deemed or actual election under Section 338 breach of the Code with respect to the purchase of the Company pursuant to this Agreement; (x) that was reflected as a liability reducing Closing Working Capital, with such Closing Working Capital amount reduced by any amounts paid to Seller pursuant to clause (iii) of the second sentence of representation contained in Section 6.8 and the last sentence of Section 6.8; (y) that is commercially reasonable for the Company to recover from a Person other than Purchaser or the Company (provided that the Seller shall agree to reimburse the Company for reasonable out of pocket costs incurred by the Company in connection with recovering such amounts4.12(b); or (z) resulting from transactions or actions taken by Purchaser or by the Company at the request of Purchaser on or prior to the Closing Date.