Common use of Indemnification Obligations With Respect to Taxes Clause in Contracts

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman shall be responsible for, and shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against (i) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are due with respect to periods ending on or prior to the Closing Date ("PRE-CLOSING PERIODS"), but excluding any Income Taxes resulting from any extraordinary transaction undertaken on the Closing Date after the Closing; (ii) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes with respect to any Straddle Period to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Date; (iii) all Tax Losses of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) or any of its Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treas. Reg. ss. 1. 1502-6 or any analogous or similar state, local, or foreign law or regulation; (iv) any and all Tax Losses of any other Person imposed on the Company or any of its Subsidiaries, pursuant to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XI; and (vii) any and all Tax Losses relating to the transactions contemplated by this Agreement. For purposes of this Agreement, "TAX LOSSES" shall mean Losses based upon, attributable to or resulting from Taxes calculated without regard to any carryback from Post-Closing Periods and calculated net of any offsetting Tax benefits as provided for in Section 11.12 of this Agreement.

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman shall be responsible for, and shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against (i) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are due with respect to periods ending on or prior to the Closing Date ("PRE“Pre-CLOSING PERIODS"Closing Periods”), but excluding any Income Taxes resulting from any extraordinary transaction undertaken on the Closing Date after the Closing; (ii) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes with respect to any Straddle Period to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Date; (iii) all Tax Losses of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) or any of its Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treas. Reg. ss. 1. 1502§ 1.1502-6 or any analogous or similar state, local, or foreign law or regulation; (iv) any and all Tax Losses of any other Person imposed on the Company or any of its Subsidiaries, pursuant to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XI; and (vii) any and all Tax Losses relating to the transactions contemplated by this Agreement. For purposes of this Agreement, "TAX LOSSES" “Tax Losses” shall mean Losses based upon, attributable to or resulting from Taxes calculated without regard to any carryback from Post-Closing Periods and calculated net of any offsetting Tax benefits as provided for in Section 11.12 of this Agreement.

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b)The Stockholders shall, Northrop Grumman shall jointly and severally, be responsible for, and shall indemnify, defend and hold harmless the Purchaser Indemnified Parties Eclipsys and EPSI from and against against: (i) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are EPSI due with respect to periods ending on or prior to the Closing Date ("PRE-CLOSING PERIODS"notwithstanding any disclosure set forth on the Stockholders’ Disclosure Schedule), except to the extent specific reserves for such Taxes were reflected on the balance sheet of EPSI as of the Closing Date; (ii) all Taxes of EPSI that are due with respect to a Tax period that includes but excluding any Income Taxes resulting from any extraordinary transaction undertaken does not end on the Closing Date after the Closing; (iia “Straddle Period”) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes with respect to any Straddle Period to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Date; ; (iii) all losses resulting from any inaccuracy in or breach of the representations and warranties with respect to Tax Losses of matters that are contained in Section 4.9 or in this Article VIII and any member of an affiliatedcovenants contained in this Agreement with respect to Tax matters (without giving effect to any supplement to the Stockholders’ Disclosure Schedule delivered after the date hereof), consolidated, combined or unitary group of which the Company contained in any certificate or other Transaction Document delivered pursuant hereto; and (or any predecessoriv) or any of its Subsidiaries is or was a member all losses imposed on or prior sustained by Eclipsys or its Affiliates (including EPSI after the Closing Date), directly or indirectly, by reason of or in connection with the foregoing amounts. (b) Eclipsys shall be responsible for, and shall indemnify, defend and hold harmless the Stockholders from and against: (i) all Taxes of EPSI that are due with respect to periods commencing after the Closing Date; and (ii) all Taxes of EPSI that are due with respect to Straddle Periods to the extent attributable to the portion of the Straddle Period commencing after the Closing Date. (c) For purposes of this Article VIII, whenever it is necessary to determine the liability for Taxes of EPSI for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, including pursuant to Treas. Reg. ss. 1. 1502-6 and items of income, gain, deduction, loss or any analogous credit, and state and local apportionment factors of EPSI for the Straddle Period shall be allocated between such two taxable years or similar state, local, or foreign law or regulation; (iv) any and all Tax Losses periods on a “closing of any other Person imposed the books basis” by assuming that the books of EPSI were closed at the close of business on the Company Closing Date; provided however, (i) exemptions, allowances or any of its Subsidiariesdeductions that are calculated on an annual basis, pursuant to any Tax sharing agreement or similar arrangement, such as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XIthe deduction for depreciation; and (viiii) any periodic taxes, such as real and all Tax Losses relating personal property taxes, shall be apportioned ratably between such periods on a daily basis. (d) Notwithstanding anything to the transactions contemplated by contrary in this Agreement. For purposes Agreement (including provisions set forth in Article VII of this Agreement), "TAX LOSSES" the obligations of the Stockholders and Eclipsys under this Article VIII shall mean Losses based uponbe unconditional and absolute, attributable shall not be limited, shall not be subject to a deductible, threshold, cap, or resulting from Taxes calculated without regard similar concept, and shall remain in effect until 30 days after the expiration of all applicable statutes of limitation as to any carryback from Post-Closing Periods and calculated net of any offsetting Tax benefits as provided for in Section 11.12 of this Agreementtime.

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman The Seller shall be responsible for, and shall indemnify, defend and hold harmless the Purchaser Indemnified Parties Buyer, the Company and their Affiliates from and against against: (i) all Tax Losses of Taxes imposed on or relating to the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are due with respect to periods ending on or prior to the Closing Date Date, including all Taxes of the Company that are due with respect to periods ("PRE-CLOSING PERIODS"), the “Straddle Periods“) that include but excluding any Income Taxes resulting from any extraordinary transaction undertaken do not end on the Closing Date after the Closing; (ii) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes with respect to any Straddle Period to the extent attributable to the portion of the Straddle Period ending on the Closing Date; (ii) all Losses resulting from any inaccuracy in or breach of the representations and warranties with respect to Taxes that are contained in Article IV or in this Article VIII and any covenants contained in this Agreement with respect to Taxes; (iii) all Taxes of any Person imposed on the Company under Treas. Reg. § 1.1502-6 by reason of any affiliation existing on or before the Closing Date; (iv) all Taxes, except for the Taxes described in Sections 8.3(a)(i) and (ii), resulting from an election under Section 338(h)(10) of the Code (and any corresponding elections under state, local or foreign tax law) with respect to the purchase and sale of the Shares hereunder, and (v) all losses imposed on or sustained by the Buyer or its Affiliates (including the Company after the Closing Date), directly or indirectly, by reason of or in connection with the foregoing amounts. Notwithstanding the foregoing, the Seller shall only be liable for losses resulting from Michigan Use Taxes (and any penalties, interest or additions to tax) resulting from the purchase by the Company of infusion pumps from and after February 1, 1998, through the Closing Date to the extent such losses are in excess of the amounts, if any, reserved for such amounts (excluding any reserves for deferred Taxes established to reflect timing differences between book and Tax income) on the Balance Sheet as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Company (the “Michigan Use Tax Reserve”). The Buyer hereby acknowledges that the Seller shall be entitled to offset and credit against any liability for indemnification the Seller may have to the Buyer, the Company, and/or their Affiliates pursuant to this Section 8.1 an amount equal to the difference (to the extent such difference is a number greater than zero) between (i) the amount of the Michigan Use Tax Reserve in excess of the amount of actual losses resulting from Michigan Use Taxes (and any penalties, interest or additions to tax), as finally adjudicated by the relevant Governmental Authority minus (ii) the aggregate amount of all reasonable and documented costs, fees and expenses actually incurred by the Buyer and the Company after the Closing Date in connection with the prosecution of the Company’s claims relating to Michigan Use Taxes. (b) The Buyer shall be responsible for, and shall indemnify, defend and hold harmless the Seller from and against: (i) all Taxes of the Company that are due with respect to periods commencing after the Closing Date; (ii) all Taxes of the Company that are due with respect to Straddle Periods to the extent attributable to the portion of the Straddle Period commencing on the day following the Closing Date; (iii) all losses resulting from any breach of any covenants of the Buyer contained in this Agreement or contained in any certificate delivered by the Buyer pursuant hereto, in each case, with respect to Taxes; and (iv) all losses imposed on or sustained by the Seller or its Affiliates, directly or indirectly, by reason or in connection with the foregoing amounts. (c) For purposes of this Article VIII, whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one of which ended at the close of the Closing Date and the other of which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of business on the Closing Date; provided, however, (iiii) all Tax Losses of exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis; provided further however, that any member of an affiliated, consolidated, combined or unitary group of which such taxes attributable to any property that was owned by the Company (or any predecessor) or any at some point in the Pre-Closing Period, but is not owned as of its Subsidiaries is or was a member on or prior the Closing date shall be allocated entirely to the period ending at the close of the Closing Date, including pursuant to Treas. Reg. ss. 1. 1502-6 or any analogous or similar If the Company is permitted but not required under applicable state, local, or foreign law income tax Laws to treat the Closing Date as the last day of a taxable period, then the parties shall treat that day as the last day of a taxable period. Where the Closing Date is treated as the last day of a taxable period for purposes of federal, state, local or regulation; (iv) any foreign income tax Laws, the income of the Company shall be apportioned to the period up to and including the Closing Date and the period after the Closing date by closing the books of the Company as of the end of the Closing Date, provided further, however, the Buyer and the Seller agree to report all Tax Losses transactions not in the ordinary course of any other Person imposed business occurring on the Company or any Closing Date after the Buyer’s purchase of its Subsidiaries, pursuant to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XI; and (vii) any and all Tax Losses relating the Shares on the Buyer’s Federal income tax return to the transactions contemplated extent permitted by this Agreement. For purposes of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B). (d) Notwithstanding anything to the contrary in this Agreement, "TAX LOSSES" the obligations of the Seller and the Buyer under this Article VIII shall mean Losses based uponsurvive the Closing indefinitely, attributable shall be unconditional and absolute, and shall not be subject to a deductible, threshold, or resulting from Taxes calculated without regard to any carryback from Post-Closing Periods and calculated net of any offsetting Tax benefits as provided for similar concept, except that the Seller’s representations set forth in Section 11.12 4.15 shall remain in effect until sixty (60) calendar days after the expiration of this Agreementthe applicable statute of limitations, as extended.

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman Seller shall be responsible for, and shall indemnify, defend and hold harmless the Purchaser Indemnified Parties Buyer from and against against: (i) all Tax Losses consolidated federal income Taxes of the Company and its Subsidiaries based uponand any consolidated, attributable to combined or resulting from unitary state income Taxes of the Company and its Subsidiaries that are due with respect to periods ending on or prior to the Closing Date ("PRE-CLOSING PERIODS")Date, including, without limitation, any Taxes resulting from the Company's or its Subsidiaries' ceasing to be a member of a consolidated, combined, affiliated, or unitary group, any Taxes incurred as a result of making the Section 338(h)(10) Election, and any Taxes resulting from the Corporate Dividend, but excluding any Income Taxes resulting from any an extraordinary transaction undertaken on the Closing Date after the Closing; ; (ii) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are due with respect to any periods ("Straddle Period Periods") that include but do not end on the Closing Date to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Date; , but only to the extent such Taxes exceed the amounts taken into account therefor in computing the Company Net Income; (iii) all Tax Losses Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) or any of and its Subsidiaries is or was a member that are due with respect to periods ending on or prior before the Closing Date (other than those that are covered by Section 8.2(a)(i) of this Agreement and excluding any Taxes resulting from an extraordinary transaction undertaken on the Closing Date after the Closing), but only to the extent that such Taxes exceed the amounts reserved therefor on the 2001 Balance Sheet or taken into account therefor in computing the Company Net Income; and (iv) all losses resulting from any inaccuracy in or breach of the representations, warranties and covenants with respect to Tax matters that are contained in Section 4.9 or this Article VIII of this Agreement or in any certificate delivered pursuant hereto. (b) Buyer shall be responsible for all Taxes of the Acquired Companies other than those Taxes for which Seller is responsible pursuant to Section 8.2(a). (c) For purposes of this Article VIII, whenever it is necessary to determine the liability for Taxes of the Company and its Subsidiaries for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, including pursuant and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company and its Subsidiaries for the Straddle Period shall be allocated between such two taxable years or periods on a "closing of the books basis" by assuming that the books of the Company and its Subsidiaries were closed at the close of the Closing Date. However, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; (ii) periodic taxes such real and personal property taxes shall be apportioned ratably between such periods on a daily basis and (iii) Taxes resulting from an extraordinary transaction undertaken on the Closing Date after the Closing shall be allocated to Treas. Reg. ssthe post-Closing Date portion of the Straddle Period. 1. 1502-6 or any analogous or similar state, local, or foreign law or regulation; (ivd) any and all Tax Losses of any other Person imposed on Notwithstanding anything to the Company or any of its Subsidiaries, pursuant to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; contrary in this Agreement (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty including provisions set forth in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XI; and (vii) any and all Tax Losses relating to the transactions contemplated by this Agreement. For purposes 7.4 of this Agreement), "TAX LOSSES" the obligations of Seller and Buyer under this Article VIII shall mean Losses based uponbe unconditional and absolute, attributable shall not be limited, shall not be subject to a deductible, threshold, cap, or resulting from Taxes calculated without regard similar concept, and shall remain in effect until the expiration of all applicable statutes of limitation as to any carryback from Post-Closing Periods and calculated net of any offsetting Tax benefits time, except as provided for in Section 11.12 7.4(c) of this Agreement.

Indemnification Obligations With Respect to Taxes. (a) Subject Seller shall indemnify Buyer Indemnified Parties and each of their respective Representatives, without duplication, (i) from and against all Losses with respect to Taxes of the Company and the Company Subsidiaries with respect to Pre-Closing Tax Periods; (ii) from and against all Losses with respect to Taxes in respect of any Withheld Property; and (iii) from and against all Losses arising from or out of any breach of any representation or warranty of the Company in Section 4.16, except in each case (A) to the limitations extent specifically included as an accrual in Closing Working Capital for purposes of the calculation of the Purchase Price Adjustment or included in the calculation of the Real Estate Tax Proration amount or (B) to the extent such Losses or Taxes would not have been incurred in the absence of the Subsidiaries Sale, provided, however, that this clause (B) shall not apply in a case where such Losses or Taxes arise from or out of any breach of any representation or warranty of the Company set forth in Section 11.1(b4.16 or to the extent such Losses or Taxes would have been incurred if Buyer had bought Shares in the absence of the Subsidiaries Sale. (b) Any indemnification under Section 9.1(a) for Losses with respect to Taxes other than with respect to a breach of any representation or warranty set forth in Section 4.16(f), Northrop Grumman (g), (h), (j), (k) and (l) shall be responsible for, and limited to Taxes attributable to Pre-Closing Tax Periods. (c) Buyer shall indemnify, defend and hold harmless the Purchaser Seller Indemnified Parties and each of their Representatives from and against (i) all Tax Losses with respect to Taxes of the Company and its the Company Subsidiaries based upon, attributable to or resulting from Taxes that are due with respect to periods ending on or prior Post-Closing Tax Periods (other than to the Closing Date extent ("PRE-CLOSING PERIODS"), but excluding i) such Taxes arise from or out of any Income Taxes resulting from breach of any extraordinary transaction undertaken on representation or warranty of the Closing Date after the Closing; Company in Section 4.16 or (ii) all such Taxes were included in the calculation of the Real Estate Tax Losses Proration amount), and, to the extent specifically included as an accrual in Closing Working Capital for purposes of the calculation of the Purchase Price Adjustment, with respect to Pre-Closing Tax Periods. (d) For purposes of this Article IX, whenever it is necessary to determine the liability for Taxes of the Company and its Subsidiaries based uponor a Company Subsidiary for a Straddle Period, attributable to or resulting from the determination of the Taxes with respect to any Straddle Period to the extent attributable to for the portion of the Straddle Period ending on the Closing Date shall be determined by assuming that the Straddle Period consists of two (2) taxable years or periods, one of which ends on the Closing Date and the other of which begins immediately after the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company and the Company Subsidiaries for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company are closed at the close end of business the day on the Closing Date; provided, however, (iiii) all exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis. For the avoidance of doubt, (i) Tax Losses deductions attributable to the payment of cash in exchange for Share Units, as contemplated by Section 2.10, shall not be apportioned and shall be Seller’s Tax deductions, and (ii) any member transaction of an affiliatedthe Company, consolidated, combined or unitary group of which the Company (or any predecessor) Subsidiaries, Buyer or any of its Subsidiaries is or was a member on or prior to Affiliates not in the Closing Date, including pursuant to Treas. Reg. ss. 1. 1502-6 or any analogous or similar state, local, or foreign law or regulation; ordinary course of business (iv) any and all Tax Losses of any other Person imposed on the Company or any of its Subsidiaries, pursuant to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XI; and (vii) any and all Tax Losses relating to than the transactions contemplated by this Agreement. For purposes of this Agreement, "TAX LOSSES" hereunder) occurring on the Closing Date after the Closing shall mean Losses based upon, be attributable to or resulting from Taxes calculated without regard to any carryback from a Post-Closing Periods and calculated net of any offsetting Tax benefits as provided for in Section 11.12 of this AgreementPeriod.

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman Seller shall be responsible for, and shall indemnify, defend and hold harmless the harmless, without duplication, Purchaser Indemnified Parties Indemnitees from and against any Loss attributable to (i) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes Companies that are due with respect to periods ending on or prior to the Closing Date ("PRE-CLOSING PERIODS"), but excluding any Income Taxes resulting from any extraordinary transaction undertaken on the Closing Date after the ClosingReference Date; (ii) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes Companies that are due with respect to any Straddle Period to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Reference Date; (iii) all Tax Losses Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Companies (or any predecessor) or predecessor of any of its Subsidiaries them) is or was a member on or prior to the Closing Date, including pursuant to Treas. Reg. ss. 1. 1502Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or foreign law or regulation; (iv) any and all Tax Losses Taxes of any other Person imposed on the Company or any of its Subsidiariesthe Companies, pursuant to any Tax sharing agreement or similar arrangementarrangement entered into on or prior to the Closing Date, or as a transferee or successor, by contract or otherwiseotherwise with respect to any tax period ending on or prior to the Closing Date; (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty in Section 5.4(e3.9; (vi) except as provided in Section 9.2(d), any and all Taxes of any Person resulting from, arising out of or any covenants or agreements made by Northrop Grumman in this Article XIconnection with the sale of the Shares; and (vii) any and all Tax Losses relating Taxes of any of the Companies accruing during the period beginning after the Reference Date and ending on the Closing Date and attributable to actions taken solely by or at the sole request or sole initiative of Seller (including the sale of Sunburst Technology Corporation or any similar or related transaction and the AMPS Transactions), other than Taxes arising from the ordinary course of the Company’s trade or business; provided, that Seller shall be liable under this Section 9.1(a) only to the transactions contemplated extent that the aggregate amount of Taxes covered by this Agreement. Section 9.1(a) exceeds the aggregate amount, if any, in respect of Taxes that has been taken into account in determining the Adjusted Purchase Price. (b) Purchaser will be responsible for, and will indemnify, defend, and hold harmless Seller Indemnitees from and against any Loss attributable to all Taxes (i) of any of the Companies with respect to periods beginning after the Reference Date, and (ii) of any of the Companies that are due with respect to any Straddle Period to the extent attributable to the portion of the Straddle Period beginning on the day after the Reference Date; provided, however, that nothing in this Section 9.1(b) shall require Purchaser to indemnify Seller Indemnitees for any Taxes of any of the Companies accruing during the period beginning after the Reference Date and ending on the Closing Date and attributable to actions taken solely by or at the sole request or sole initiative of the Seller, other than Taxes arising from the ordinary course of the Companies’ trade or business. (c) For purposes of this AgreementArticle IX, "TAX LOSSES" shall mean Losses based upon, attributable whenever it is necessary to or resulting from determine the liability for Taxes calculated without regard to any carryback from Post-Closing Periods and calculated net of any offsetting Tax benefits of the Companies for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Reference Date will be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Reference Date and the other which began at the beginning of the day following the Reference Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Companies for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Companies were closed at the close of the Reference Date. However, exemptions, allowances or deductions that are calculated on an annual basis, such as provided the deduction for in Section 11.12 of this Agreementdepreciation, will be apportioned ratably between such periods on a daily basis.

Indemnification Obligations With Respect to Taxes. (a) Subject The Sellers shall be responsible for, and shall indemnify, defend and hold harmless Alon and the Acquired Companies from and against: (i) all Taxes of the Acquired Companies due with respect to periods ending on or prior to the limitations Closing Date including, all Taxes of the Acquired Companies that are due with respect to periods (“Straddle Periods”) that include but do not end on the Closing Date to the extent attributable to the portion of the Straddle Period ending on the Closing Date; (ii) all losses resulting from any inaccuracy in or breach of the representations and warranties with respect to Tax matters that are contained in Section 11.1(b4.9 or in this Article VIII and any covenants contained in this Agreement with respect to Tax matters (without giving effect to any supplement to the Sellers’ Disclosure Schedule delivered after the date hereof or any materiality qualifier), Northrop Grumman or contained in any certificate or other Transaction Document delivered pursuant hereto; and (iii) all losses imposed on or sustained by Alon or its Affiliates (including the Acquired Companies after the Closing Date), directly or indirectly, by reason of or in connection with the foregoing amounts. Notwithstanding the foregoing, the Sellers (i) shall only be liable for such amounts to the extent that such amounts are in excess of the amounts, if any, specifically reserved for such amounts (excluding any reserves for deferred Taxes established to reflect timing differences between book and Tax income) on the Closing Date Balance Sheet and (ii) shall in no event have any liability to Alon or any obligation to indemnify Alon for any Tax liability to the extent resulting from or related to the transactions contemplated by Section 2.3(d). (b) Alon shall be responsible for, and shall indemnify, defend and hold harmless the Purchaser Indemnified Parties Sellers from and against against: (i) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes Acquired Companies that are due with respect to periods ending on or prior to commencing after the Closing Date ("PRE-CLOSING PERIODS"), but excluding any Income Taxes resulting from any extraordinary transaction undertaken on the Closing Date after the Closing; Date; (ii) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes Acquired Companies that are due with respect to any Straddle Period Periods to the extent attributable to the portion of the Straddle Period commencing on the day following the Closing Date; (iii) all losses resulting from any breach of any covenants of Alon and Alon contained in this Agreement with respect to tax matters or contained in any certificate or other Transaction Document delivered by Alon pursuant hereto; (iv) Taxes of the Acquired Companies that are due with respect to the transactions contemplated by Section 2.3(d); and (v) all losses imposed on or sustained by the Sellers or their Affiliates, directly or indirectly, by reason or in connection with the foregoing amounts. (c) For purposes of this Article VIII, whenever it is necessary to determine the liability for Taxes of the Acquired Companies for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one of which ended at the close of the Closing Date and the other of which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Acquired Companies for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of business on the Closing Date; provided however, (iiii) all Tax Losses of any member of exemptions, allowances or deductions that are calculated on an affiliatedannual basis, consolidated, combined or unitary group of which such as the Company (or any predecessor) or any of its Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treas. Reg. ss. 1. 1502-6 or any analogous or similar state, local, or foreign law or regulation; (iv) any and all Tax Losses of any other Person imposed on the Company or any of its Subsidiaries, pursuant to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XIdeduction for depreciation; and (viiii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis; provided further however, except with respect to any deduction for Employee Cash Bonuses and the Company Transaction Expenses (which shall be allocated to the pre-Closing Straddle Period), Alon and Sellers agree to report all Tax Losses relating transactions not in the ordinary course of business occurring on the Closing Date after Alon’s purchase of the Shares on Alon’s Federal income tax return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B). Notwithstanding anything to the contrary in this Section 8.1, any item of income, gain, deduction, loss or credit with respect to the transactions contemplated by this Agreement. For purposes Section 6.14 shall be allocated to the pre-Closing Straddle Period and any items of income, gains, deduction, loss or credit with respect to the transaction contemplated by Section 2.3(d) shall be allocated to the post-Closing Straddle Period. (d) Notwithstanding anything to the contrary in this Agreement, "TAX LOSSES" the obligations of the Sellers and Alon under this Article VIII shall mean Losses based uponbe unconditional and absolute, attributable and shall not be subject to a deductible, threshold, or resulting from Taxes calculated without regard to any carryback from Post-Closing Periods and calculated net similar concept, but the representations of any offsetting Tax benefits as provided for the Sellers set forth in Section 11.12 4.9 shall be subject to the $40,000,000 cap in Section 7.3(c) and such representations shall remain in effect until 90 days after the expiration of this Agreementthe applicable statute of limitations as set forth in Section 7.1.

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman The Sellers shall be responsible for, and shall indemnify, defend and hold harmless Standard Pacific, Buyer and the Purchaser Indemnified Parties Acquired Companies from and against against: (i) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are Acquired Companies due with respect to periods ending on or prior to the Closing Balance Sheet Date ("PRE-CLOSING PERIODS")including, but excluding without limitation, any Income Taxes resulting from any extraordinary transaction undertaken on the Closing Date after the Closing; Corporate Dividend; (ii) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes Acquired Companies that are due with respect to any periods ("Straddle Period Periods") that include but do not end on the Balance Sheet Date to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Balance Sheet Date; ; (iii) all Tax Losses losses resulting from any inaccuracy in or breach of the representations and warranties with respect to tax matters that are contained in Section 4.8 or in this Article VIII and any member of an affiliatedcovenants contained in this Agreement with respect to tax matters (without giving effect to any supplement to the Sellers' Disclosure Schedule delivered after the date hereof), consolidated, combined or unitary group of which the Company contained in any certificate or other Transaction Document delivered pursuant hereto; and (or any predecessoriv) or any of its Subsidiaries is or was a member all losses imposed on or prior to sustained by Buyer or its Affiliates (including the Acquired Companies after the Closing Date), including pursuant to Treas. Reg. ssdirectly or indirectly, by reason of or in connection with the foregoing amounts. 1. 1502-6 or any analogous or similar state(b) Buyer shall be responsible for, localand shall indemnify, or foreign law or regulation; defend and hold harmless the Sellers from and against: (ivi) any and all Tax Losses Taxes of any other Person imposed on the Company or any Acquired Companies that are due with respect to periods commencing after the Balance Sheet Date; (ii) all Taxes of its Subsidiaries, pursuant the Acquired Companies that are due with respect to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, Straddle Periods to the extent attributable to or resulting from Taxes; the portion of the Straddle Period commencing with the Balance Sheet Date; (viiii) any Tax Losses based upon, attributable to or all losses resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman of Standard Pacific and Buyer contained in this Article XIAgreement with respect to tax matters or contained in any certificate or other Transaction Document delivered by Standard Pacific and Buyer pursuant hereto; and and (viiiv) any and all Tax Losses relating to losses imposed on or sustained by the transactions contemplated Sellers or their Affiliates, directly or indirectly, by this Agreement. reason or in connection with the foregoing amounts. (c) For purposes of this AgreementArticle VIII, whenever it is necessary to determine the liability for Taxes of the Acquired Companies for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Balance Sheet Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Balance Sheet Date and the other which began at the beginning of the day following the Balance Sheet Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Acquired Companies for the Straddle Period shall be allocated between such two taxable years or periods on a "TAX LOSSESclosing of the books basis" by assuming that the books of the Acquired Companies were closed at the close of business on the Balance Sheet Date, provided however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall mean Losses based upon, attributable be apportioned ratably between such periods on a daily basis. (d) Notwithstanding anything to or resulting from Taxes calculated without regard to any carryback from Post-Closing Periods and calculated net of any offsetting Tax benefits as provided for the contrary in this Agreement (including provisions set forth in Section 11.12 7.4 of this Agreement), the obligations of the Sellers and Buyer under this Article VIII shall be unconditional and absolute, shall not be limited, shall not be subject to a deductible, threshold, cap, or similar concept, and shall remain in effect until 90 days after the expiration of all applicable statutes of limitation as to time.

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman The Seller shall be responsible for, and shall indemnify, defend and hold harmless the Purchaser Indemnified Parties Buyer, the Company and their Affiliates from and against against: (i) all Tax Losses of Taxes imposed on or relating to the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are due with respect to periods ending on or prior to the Closing Date Date, including all Taxes of the Company that are due with respect to periods (the "PRE-CLOSING PERIODSStraddle Periods"), ) that include but excluding any Income Taxes resulting from any extraordinary transaction undertaken do not end on the Closing Date after the Closing; (ii) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes with respect to any Straddle Period to the extent attributable to the portion of the Straddle Period ending on the Closing Date; (ii) all Losses resulting from any inaccuracy in or breach of the representations and warranties with respect to Taxes that are contained in Article IV or in this Article VIII and any covenants contained in this Agreement with respect to Taxes; (iii) all Taxes of any Person imposed on the Company under Treas. Reg. Section 1.1502-6 by reason of any affiliation existing on or before the Closing Date; (iv) all Taxes, except for the Taxes described in Sections 8.3(a)(i) and (ii), resulting from an election under Section 338(h)(10) of the Code (and any corresponding elections under state, local or foreign tax law) with respect to the purchase and sale of the Shares hereunder, and (v) all losses imposed on or sustained by the Buyer or its Affiliates (including the Company after the Closing Date), directly or indirectly, by reason of or in connection with the foregoing amounts. Notwithstanding the foregoing, the Seller shall only be liable for losses resulting from Michigan Use Taxes (and any penalties, interest or additions to tax) resulting from the purchase by the Company of infusion pumps from and after February 1, 1998, through the Closing Date to the extent such losses are in excess of the amounts, if any, reserved for such amounts (excluding any reserves for deferred Taxes established to reflect timing differences between book and Tax income) on the Balance Sheet as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Company (the "Michigan Use Tax Reserve"). The Buyer hereby acknowledges that the Seller shall be entitled to offset and credit against any liability for indemnification the Seller may have to the Buyer, the Company, and/or their Affiliates pursuant to this Section 8.1 an amount equal to the difference (to the extent such difference is a number greater than zero) between (i) the amount of the Michigan Use Tax Reserve in excess of the amount of actual losses resulting from Michigan Use Taxes (and any penalties, interest or additions to tax), as finally adjudicated by the relevant Governmental Authority minus (ii) the aggregate amount of all reasonable and documented costs, fees and expenses actually incurred by the Buyer and the Company after the Closing Date in connection with the prosecution of the Company's claims relating to Michigan Use Taxes. (b) The Buyer shall be responsible for, and shall indemnify, defend and hold harmless the Seller from and against: (i) all Taxes of the Company that are due with respect to periods commencing after the Closing Date; (ii) all Taxes of the Company that are due with respect to Straddle Periods to the extent attributable to the portion of the Straddle Period commencing on the day following the Closing Date; (iii) all losses resulting from any breach of any covenants of the Buyer contained in this Agreement or contained in any certificate delivered by the Buyer pursuant hereto, in each case, with respect to Taxes; and (iv) all losses imposed on or sustained by the Seller or its Affiliates, directly or indirectly, by reason or in connection with the foregoing amounts. (c) For purposes of this Article VIII, whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one of which ended at the close of the Closing Date and the other of which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a "closing of the books basis" by assuming that the books of the Company were closed at the close of business on the Closing Date; provided, however, (iiii) all Tax Losses of exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis; provided further however, that any member of an affiliated, consolidated, combined or unitary group of which such taxes attributable to any property that was owned by the Company (or any predecessor) or any at some point in the Pre-Closing Period, but is not owned as of its Subsidiaries is or was a member on or prior the Closing date shall be allocated entirely to the period ending at the close of the Closing Date, including pursuant to Treas. Reg. ss. 1. 1502-6 or any analogous or similar If the Company is permitted but not required under applicable state, local, or foreign law income tax Laws to treat the Closing Date as the last day of a taxable period, then the parties shall treat that day as the last day of a taxable period. Where the Closing Date is treated as the last day of a taxable period for purposes of federal, state, local or regulation; (iv) any foreign income tax Laws, the income of the Company shall be apportioned to the period up to and including the Closing Date and the period after the Closing date by closing the books of the Company as of the end of the Closing Date, provided further, however, the Buyer and the Seller agree to report all Tax Losses transactions not in the ordinary course of any other Person imposed business occurring on the Company or any Closing Date after the Buyer's purchase of its Subsidiaries, pursuant to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, attributable to or resulting from Taxes; (vi) any Tax Losses based upon, attributable to or resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman in this Article XI; and (vii) any and all Tax Losses relating the Shares on the Buyer's Federal income tax return to the transactions contemplated extent permitted by this Agreement. For purposes of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B). (d) Notwithstanding anything to the contrary in this Agreement, "TAX LOSSES" the obligations of the Seller and the Buyer under this Article VIII shall mean Losses based uponsurvive the Closing indefinitely, attributable shall be unconditional and absolute, and shall not be subject to a deductible, threshold, or resulting from Taxes calculated without regard to any carryback from Post-Closing Periods and calculated net of any offsetting Tax benefits as provided for similar concept, except that the Seller's representations set forth in Section 11.12 4.15 shall remain in effect until sixty (60) calendar days after the expiration of this Agreementthe applicable statute of limitations, as extended.

Indemnification Obligations With Respect to Taxes. (a) Subject to the limitations in Section 11.1(b), Northrop Grumman The Sellers shall be responsible for, and shall indemnify, defend and hold harmless the Purchaser Indemnified Parties Buyer from and against against: (i) all Tax Losses Taxes of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes that are due with respect to periods customers or key ending on or prior to the Closing Date ("PRE-CLOSING PERIODS")including, but excluding without limitation, any Income Taxes resulting from any extraordinary transaction undertaken the Corporate Dividend; (ii) all Taxes of the Company that are due with respect to periods ("Straddle Periods") that include but do not end on the Closing Date after the Closing; (ii) all Tax Losses of the Company and its Subsidiaries based upon, attributable to or resulting from Taxes with respect to any Straddle Period to the extent attributable to the portion of the Straddle Period ending at the close of business on the Closing Date; ; (iii) all Tax Losses losses resulting from any inaccuracy in or breach of the representations and warranties with respect to tax matters that are contained in Section 4.8 or in this Article 8 and any member of an affiliated, consolidated, combined or unitary group of which covenants contained in this Agreement with respect to tax matters (without giving effect to any supplement to the Company Disclosure Schedule delivered after the date hereof), or contained in any certificate delivered pursuant hereto ; and (or any predecessoriv) or any of its Subsidiaries is or was a member all losses imposed on or prior to sustained by the Buyer or its Affiliates (including Company after the Closing Date), including pursuant to Treas. Reg. ssdirectly or indirectly, by reason of or in connection with the foregoing amounts. 1. 1502-6 or any analogous or similar state(b) The Buyer shall be responsible for, localand shall indemnify, or foreign law or regulation; defend and hold harmless the Sellers from and against: (ivi) any and all Tax Losses Taxes of any other Person imposed on the Company or any that are due with respect to periods commencing after the Closing Date; (ii) all Taxes of its Subsidiaries, pursuant the Company that are due with respect to any Tax sharing agreement or similar arrangement, as a transferee or successor, by contract or otherwise; (v) any Excluded Liabilities based upon, Straddle Periods to the extent attributable to or resulting from Taxes; the portion of the Straddle Period commencing with the Closing Date; (viiii) any Tax Losses based upon, attributable to or all losses resulting from any breach of any representation or warranty in Section 5.4(e) or any covenants or agreements made by Northrop Grumman of Buyer contained in this Article XIAgreement with respect to tax matters or contained in any certificate delivered by Buyer pursuant hereto; and and (viiiv) any and all Tax Losses relating to losses imposed on or sustained by the transactions contemplated Sellers or their Affiliates, directly or indirectly, by this Agreement. reason or in connection with the foregoing amounts. (c) For purposes of this AgreementArticle VIII, whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company and its Subsidiaries for the Straddle Period shall be allocated between such two taxable years or periods on a "TAX LOSSESclosing of the books basis" shall mean Losses based uponby assuming that the books of the Company and its Subsidiaries were closed at the close of the Closing Date. However, attributable to (i) exemptions, allowances or resulting from Taxes deductions that are calculated without regard to any carryback from Post-Closing Periods and calculated net of any offsetting Tax benefits on an annual basis, such as provided the deduction for in Section 11.12 of this Agreement.depreciation and;