Common use of Indemnification for Taxes Clause in Contracts

Indemnification for Taxes. (a) The Stockholders' and Option Holders' respective indemnification obligations pursuant to this Agreement shall 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 all Liabilities and Losses for Taxes imposed upon or assessed against Target or any of its Subsidiaries or the assets thereof (i) for all Tax periods ending on or before the Closing Date and the portion ending on the Closing Date of any Tax period that includes (but does not end on) the Closing Date, as determined pursuant to SECTION 10.4(C) hereof (the "PRE-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) 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 any and all Taxes of any member of an Affiliated Group of which Target or any of its Subsidiaries is or was a member on or prior to the Closing Date, including by reason of the application of Treasury Regulation Section 1.1502-6(a) 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 of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period taken or not taken after the Closing Date by Purchaser or any of its Affiliates or any transferee of the Purchaser or any of its Affiliates, except for any action or inaction which is consistent with the Tax Return reporting positions of Purchaser or Target or required by applicable law, the Merger Agreement or in connection with any audit or Tax proceeding in respect of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period (a "PURCHASER TAX ACT").

Indemnification for Taxes. (a) The Stockholders' and Option Holders' respective indemnification obligations pursuant to All payments made by the Borrower under this Agreement and any Notes shall applybe made free and clear of, except to the extent reserves and without deduction or accruals withholding for Taxes are taken into or on account in the determination of the Final Adjusted Net Book Value of Targetof, to any and all Liabilities and Losses for Taxes imposed upon 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 against Target by any Governmental Authority, excluding net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any of its Subsidiaries or the assets thereof (i) for all Tax periods ending on or before the Closing Date and the portion ending on the Closing Date of any Tax period that includes (but does not end on) the Closing Date, as determined pursuant to SECTION 10.4(C) hereof (the "PRE-CLOSING TAX PERIOD") (including, except as otherwise provided herein, any Tax liability arising Lender as a result of a present or former connection between the transactions contemplated by Administrative Agent or such Lender and the jurisdiction of the 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 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, but excluding provided, that the Borrower shall not be required to increase any liability such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this 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 arising 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 may become payable by the Administrative Agent or any Lender as a result of any breach by Purchaser such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the covenants set forth in SECTION 10.10 hereof), (ii) 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 any Loans and all Taxes of any member of an Affiliated Group of which Target or any of its Subsidiaries is or was a member on or prior to the Closing Date, including by reason of the application of Treasury Regulation Section 1.1502-6(a) 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 of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period taken or not taken after the Closing Date by Purchaser or any of its Affiliates or any transferee of the Purchaser or any of its Affiliates, except for any action or inaction which is consistent with the Tax Return reporting positions of Purchaser or Target or required by applicable law, the Merger Agreement or in connection with any audit or Tax proceeding in respect of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period (a "PURCHASER TAX ACT")other amounts payable hereunder.

Indemnification for Taxes. (ae) The Stockholders' and Option Holders' respective indemnification obligations pursuant to this Agreement shall 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 all Liabilities and Losses for Taxes imposed upon or assessed against Target or any of its Subsidiaries or the assets thereof (i) for all Tax periods ending on or before the Closing Date and the portion ending on the Closing Date of any Tax period that includes (but does not end on) the Closing Date, as determined pursuant to SECTION 10.4(C) hereof (the "PRE-CLOSING TAX PERIOD") (including, except Except as otherwise provided herein, Sellers shall be liable for and shall indemnify the Buyer Indemnified Parties for (x) any Tax liability arising as a result of the transactions contemplated by this Agreement, but excluding Losses attributable to (i) any liability for Taxes arising as a result of any breach by Purchaser of the covenants set forth in SECTION 10.10 hereof), (ii) 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 any and all Taxes of any member (other than the Company or its Subsidiary) of an Affiliated Group affiliated, consolidated, combined or unitary group of which Target the Company or any of its Subsidiaries Subsidiary is or was a member on or prior to the Closing Date, including by reason of the application of pursuant to Treasury Regulation Regulations Section 1.1502-6(a) 6 or any analogous or similar provision of state, local or foreign law law, (ii) any Taxes that are imposed on the Company or regulation; PROVIDED, HOWEVER, its Subsidiary for any taxable year or period 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 of a Tax liability for a Tax period ending ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (iii) any Taxes of any person (other than the Company or its Subsidiary) liability for which is imposed on the Company or its Subsidiary as a Pretransferee or successor, by contract or otherwise, pursuant to a transaction or contract or other indemnification obligation that occurs or arises before the Closing, and (iv) any Taxes that are imposed on the Company or its Subsidiary for any taxable year or period in connection with the spinoff of the CareerBliss Division pursuant to the Contribution and Distribution Agreement, dated as of February 28, 2013, by and among the Company, CyberCoders, Inc., a California corporation, and CareerBliss, Inc., a California corporation; and (y) any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of the inaccuracy of any representation or warranty relating to Taxes made by Sellers in Section 4.15 of this Agreement. Without limiting the generality of the foregoing or any other provision hereof, Sellers shall be liable for and shall indemnify the Buyer Indemnified Parties for any Losses (including Taxes) for which the Company or its Subsidiary, Buyer or any of Buyer’s Affiliates become liable as a result of (A) the inaccuracy of any representation or warranty made by Sellers in Section 4.15(j) of this Agreement, considered without giving effect to any exceptions to such representation set forth on the Disclosure Schedules, and (B) the non-payment, forgiveness or recharacterization of any advances or loans to service providers of the Company or its Subsidiary and, for purposes of these Sections 11.2(a)(A) and 11.2(a)(B), Losses shall include (without limitation) the cost of any tax gross-up or make-whole payments paid to or on behalf of any service provider(s) of the Company or its Subsidiary in connection with the remediation of any such breach (disregarding any disclosures on the Disclosure Schedules, non-payment, forgiveness or recharacterization, as applicable). Notwithstanding the foregoing, Sellers shall have no obligation pursuant to this Section 11.2(a) for any Taxes or Losses that are accrued or reserved as a liability on the Closing Date Working Capital. In determining whether any transaction occurs on the Closing Date, it is expressly understood and agreed that amounts included as Company Transaction Expenses and Change of Control Payments shall be treated as deductions in the Tax Period taken Returns for taxable periods ending on the Closing Date to the extent such amounts are deductible in such taxable periods under any provision of the Code and the Treasury Regulations thereunder. Buyer and its includible Affiliate or not taken Affiliates, will file a consolidated federal income tax return including the income of the Company for the period beginning on the day after the Closing Date by Purchaser or any of its Affiliates or any transferee of Date. Tax Returns for the Purchaser or any of its Affiliates, except for any action or inaction which is consistent with the Tax Return reporting positions of Purchaser or Target or required by applicable law, the Merger Agreement or in connection with any audit or Tax proceeding in respect of a Tax liability for a Tax period ending on or before the Closing Date or a Prewill be prepared by closing the books at the end of the Closing Date under the general provisions of Treasury Regulation 1.1502-Closing Tax Period 76(b)(1)(ii)(A) and (a "PURCHASER TAX ACT"b)(2)(i), and no election will be made under Treasury Regulation 1.1502-76(b)(2)(ii)(D).

Indemnification for Taxes. (a) The Stockholders' From and Option Holders' respective indemnification obligations pursuant to this Agreement shall 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 all Liabilities and Losses for Taxes imposed upon or assessed against Target or any of its Subsidiaries or the assets thereof (i) for all Tax periods ending on or before the Closing Date and the portion ending on the Closing Date of any Tax period that includes (but does not end on) after the Closing Date, as determined pursuant to SECTION 10.4(C) hereof the Members (and, by virtue of approval of the "PRE-CLOSING TAX PERIOD") (including, except as otherwise provided herein, any Tax liability arising Merger by the holders of Company Membership Units in accordance with the Georgia LLCA and as a result of the transactions contemplated by potential reduction in the Merger Consideration up to the amount of the Escrow Shares for claims made pursuant to this AgreementArticle X, each other holder of Company Membership Units immediately prior to the Effective Time) hereby agree, jointly and severally but excluding any liability for 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 Buyer and its direct and indirect subsidiaries (including the Surviving Company after the Effective Time) from any and 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 arising 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 breach by Purchaser of adjustments giving rise to the covenants set forth in SECTION 10.10 hereof)claim for an indemnification for Taxes hereunder (collectively, "Tax Losses") (iii) 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 any and all Taxes of any member of an Affiliated Group of which Target imposed on the Company or any of its Subsidiaries is subsidiaries in respect of its income, business, property or was a member operations or for which it may otherwise be liable for any taxable period or portion thereof ending on or prior to the Closing Date, including by reason or (ii) resulting from the inaccuracy or breach as of the application date hereof or as of Treasury Regulation Section 1.1502-6(a) 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 of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period taken or not taken after of the Closing Date by Purchaser Company's representations and warranties set forth in Section 5.11 or any of its Affiliates or any transferee breach of the Purchaser or Members' covenants set forth in Section 8.02. Notwithstanding anything contained in this Article X to the contrary, Sections 10.01, 10.04 and 10.05 shall not apply to any of its Affiliates, except for any action or inaction which is consistent with the Tax Return reporting positions of Purchaser or Target or required indemnification contemplated by applicable law, the Merger Agreement or in connection with any audit or Tax proceeding in respect of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period (a "PURCHASER TAX ACT")this Section 10.09.

Indemnification for Taxes. (a) The Stockholders' and Option Holders' respective indemnification obligations pursuant to All payments made by the Borrower under this Agreement and any Notes shall applybe made free and clear of, except to the extent reserves and without deduction or accruals withholding for Taxes are taken into or on account in the determination of the Final Adjusted Net Book Value of Targetof, to any and all Liabilities and Losses for Taxes imposed upon 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 against Target by any Governmental Authority, excluding net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any of its Subsidiaries or the assets thereof (i) for all Tax periods ending on or before the Closing Date and the portion ending on the Closing Date of any Tax period that includes (but does not end on) the Closing Date, as determined pursuant to SECTION 10.4(C) hereof (the "PRE-CLOSING TAX PERIOD") (including, except as otherwise provided herein, any Tax liability arising Lender as a result of a present or former connection between the transactions contemplated by Administrative Agent or such Lender and the jurisdiction of the 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 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, 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) 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 any and all Taxes of any member of an Affiliated Group of which Target or any of its Subsidiaries is or was a member on or prior to the Closing Date, including by reason of the application of Treasury Regulation Section 1.1502-6(a) or any analogous or similar state, local or foreign law or regulation; PROVIDED, HOWEVERprovided, 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 of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period taken or not taken after the Closing Date by Purchaser or any of its Affiliates or any transferee of the Purchaser or any of its Affiliates, except for any action or inaction which is consistent with the Tax Return reporting positions of Purchaser or Target or required by applicable law, the Merger Agreement or in connection with any audit or Tax proceeding in respect of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period (a "PURCHASER TAX ACT").-50- 165

Indemnification for Taxes. (a) The Stockholders' Each Seller shall jointly and Option Holders' respective indemnification obligations pursuant to this Agreement shall applyseverally indemnify the Purchaser, except to the extent reserves or accruals for Taxes are taken into account in the determination MANO, MANO I, Manischewitz, each of the Final Adjusted Net Book Value of Targettheir Subsidiaries and their Affiliates and each Purchaser Indemnified Party (as such term is hereinafter defined) and hold them harmless, to from and against (i) any and all Liabilities and Losses Income Taxes for Taxes imposed upon or assessed against Target 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 Subsidiaries direct or of indirect ownership of any of the foregoing companies) in respect of a Pre-Closing Period or the assets thereof (i) for all Tax periods ending on or before the Pre-Closing Date and the portion ending on the Closing Date Portion of any Straddle Period, (ii) any increase in any Income Tax period that includes for which the Purchaser, MANO, MANO I, Manischewitz or any Subsidiary (but does not end onor any predecessor company) is or may be liable resulting from the Closing Dateinability to deduct any amount in connection with any management bonuses contemplated hereby or any of the other transactions contemplated by this Agreement as a result of Section 280G of the Code, as determined pursuant to SECTION 10.4(C(iii) hereof any increase in employment or withholding Tax for which the Purchaser, MANO, MANO I, Manischewitz or any Subsidiary (the "PRE-CLOSING TAX PERIOD"or any predecessor company) (including, except as otherwise provided herein, any Tax liability arising is or may be liable as a result of the cancellation of the Options by MANO I, the payment of the management bonuses contemplated hereby or any of the other transactions contemplated by this Agreement; provided, but excluding however, that there shall not be any liability double counting based upon the reduction of the Purchase Price already taken in account under clause (v) of Section 2.2 for Taxes arising the estimated increase in employment and withholding Tax as a result of any breach by Purchaser the cancellation of Options and the payment of the covenants set forth in SECTION 10.10 hereof)management bonuses or amounts payable, (ii) arising out ofif any, based upon or resulting from any breach or inaccuracy of any representations or warranties contained in SECTION 4.18(a)at Closing under the Kroll Letter Agreement, (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 in each case, any Loss in connection therewith, including, without limitation, all fees and all Taxes of any member of an Affiliated Group of which Target or expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Purchaser, MANO, MANO I, Manischewitz, any of its their Subsidiaries is or was a member on their Affiliates in connection therewith or prior to the Closing Date, including by reason of the application of Treasury Regulation Section 1.1502-6(a) 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 in enforcing any of its Subsidiaries or the assets thereof arising by reason of any action in respect of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period taken or not taken after the Closing Date by Purchaser or any of its Affiliates or any transferee of the Purchaser or any of its Affiliates, except for any action or inaction which is consistent with the Tax Return reporting positions of Purchaser or Target or required by applicable law, the Merger Agreement or in connection with any audit or Tax proceeding in respect of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period (a "PURCHASER TAX ACT")their rights hereunder.

Indemnification for Taxes. (a) The Stockholders' Purchaser Indemnified Parties shall be indemnified, defended and Option Holders' respective indemnification obligations pursuant to this Agreement shall apply, except to held harmless by the extent reserves or accruals for Taxes are taken into account in the determination of the Final Adjusted Net Book Value of Target, to PPB Sub from and against any and all Liabilities and Losses for Taxes imposed upon or assessed against Target or any of its Subsidiaries or the assets thereof (i) for all Tax periods ending on or before the Closing Date and the portion ending on the Closing Date of any Tax period that includes (but does not end on) the Closing Date, as determined pursuant to SECTION 10.4(C) hereof (the "PRE-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) arising out of, based upon or resulting from or related to (i) any breach of or inaccuracy in any representation and warranty contained in Section 3.12 of the Merger Agreement; (ii) Taxes of any representations or warranties contained in SECTION 4.18(a), (b), (d), (f), (h), (j), (k) of the Company and (m) hereofits Subsidiaries for any Pre-Acceptance Date Tax Period; (iii) by reason of being a successor-in-interest or transferee of another entity; and (iv) with respect to any and all Taxes of any member of an Affiliated Group of which Target or other Person imposed on any of the Company or its Subsidiaries is or was for any Pre-Acceptance Date Tax Period, whether imposed as a member on or prior to the Closing Date, including by reason of the application result of Treasury Regulation Section 1.1502-6(a) 6 or any analogous provision of any foreign, state or local Tax law having similar stateeffect, local by contract or foreign law or regulationotherwise; PROVIDEDand (iv) the failure of the Company and its Subsidiaries to comply with their obligations under this Section 2; provided, HOWEVERhowever, that none of the Stockholders or Option Holders no indemnity shall be required provided under this Section 2(a) for any Losses to indemnify, defend or hold harmless the extent of any current liability for Taxes that is set forth on the ADS Business Balance Sheet (as such term is defined in the Working Capital Reconciliation Agreement) and taken into account in determining the Acceptance Date Net Working Capital (as such term is defined in the Working Capital Reconciliation Agreement). The amount of all indemnification obligations under this Agreement shall be (a) increased to take account of any net Tax cost actually incurred by the Purchaser Indemnified Party from and against any Liabilities or Losses for Taxes imposed upon or assessed against Target or any arising out of its Subsidiaries or the assets thereof arising by reason of any action in respect of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period taken or not taken after the Closing Date by Purchaser or any of its Affiliates or any transferee of the Purchaser or any of its Affiliates, except for any action or inaction which is consistent with the Tax Return reporting positions of Purchaser or Target or required by applicable law, the Merger Agreement or in connection with any audit indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit actually realized by the Purchaser Indemnified Party arising from the incurrence or payment of any such indemnified amount. In computing the amount of any such Tax cost or Tax proceeding in respect benefit, the Purchaser Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified amount. For the purposes of this Section 2(a), reference to any “Loss” of any description shall be deemed to include amounts that would have constituted a “Loss” but for the set-off or other utilization of any loss, deduction or credit realized in, or attributable to, a Post-Acceptance Date Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period (a "PURCHASER TAX ACT")Period.

Indemnification for Taxes. (a) The Stockholders' and Option Holders' respective indemnification obligations pursuant to All payments made by the Borrower under this Agreement and any Notes shall applybe made free and clear of, except to the extent reserves and without deduction or accruals withholding for Taxes are taken into or on account in the determination of the Final Adjusted Net Book Value of Targetof, to any and all Liabilities and Losses for Taxes imposed upon 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 against Target by any Governmental Authority, excluding net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any of its Subsidiaries or the assets thereof (i) for all Tax periods ending on or before the Closing Date and the portion ending on the Closing Date of any Tax period that includes (but does not end on) the Closing Date, as determined pursuant to SECTION 10.4(C) hereof (the "PRE-CLOSING TAX PERIOD") (including, except as otherwise provided herein, any Tax liability arising Lender as a result of a present or former connection between the transactions contemplated by Administrative Agent or such Lender and the jurisdiction of the 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 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, but excluding provided, however, that the Borrower shall not be required to increase any liability such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this 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 arising 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 may become payable by the Administrative Agent or any Lender as a result of any breach by Purchaser such failure. The agreements in this subsection shall survive the termination of this Agreement and the payment of the covenants set forth in SECTION 10.10 hereof), (ii) 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 any Loans and all Taxes of any member of an Affiliated Group of which Target or any of its Subsidiaries is or was a member on or prior to the Closing Date, including by reason of the application of Treasury Regulation Section 1.1502-6(a) 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 of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period taken or not taken after the Closing Date by Purchaser or any of its Affiliates or any transferee of the Purchaser or any of its Affiliates, except for any action or inaction which is consistent with the Tax Return reporting positions of Purchaser or Target or required by applicable law, the Merger Agreement or in connection with any audit or Tax proceeding in respect of a Tax liability for a Tax period ending on or before the Closing Date or a Pre-Closing Tax Period (a "PURCHASER TAX ACT")other amounts payable hereunder.