Common use of Liability and Indemnification for Taxes Clause in Contracts

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the Seller will indemnify the Purchaser Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of or due to any breach of any covenant of the Seller set forth in this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With respect to any Straddle Period, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing the books at the end of the Closing Date, except that Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 8.5(a)(iii) and the limitations expressly set forth in Sections 8.5(b) Section 9.2(d), and 9.1(d)except to the extent any Taxes are reserved or accrued on the Closing Balance Sheet, the Seller will indemnify the Purchaser Indemnified Parties against against: (i) all Losses for (i) all Taxes of the Acquired Company Companies that are attributable to any the Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on result of the Final Closing Net Working CapitalPre-Sale Restructuring or Carve-out Restructuring, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) Losses for all Taxes arising solely out of or due attributable to any breach of any covenant of the Seller Company’s representations and warranties set forth in this AgreementSection 3.13. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) for all Taxes of the Acquired Company Companies that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the SellerCompany’s representations and warranties set forth in Section 3.12, 3.13 and (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) for all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With respect to any Straddle Period, any Losses for Taxes will be allocated between a the Pre-Closing Period and a the Post-Closing Period by closing the books of the Acquired Companies at the end of the Closing Date, except that (i) Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c, and (ii) does not apply Liabilities relating to Transfer Taxes or VAT as a result of Tax associated with the transactions contemplated by this Agreement, which are Pre-Sale Restructuring will fall into the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f)Pre-Closing Period. (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a the Pre-Closing Period or the Pre-Sale Restructuring or Carve-out Restructuring to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company attributes arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes attributes are not used to reduce Taxes in a the Post-Closing Period after taking into account any applicable limitations on the use of such Tax AttributesPeriod). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the Seller will Parent shall indemnify the Purchaser Buyer Indemnified Parties against all Losses for (i) all Losses for Taxes of the Acquired Company Entities and Brazil NewCo that are attributable to any Pre-Closing Period (except (a) to the extent Period, which shall include any such Losses for Taxes are reserved or accrued as a current liability result of any Company Entity having been on or before the Closing Date a member of an affiliated, consolidated, combined or unitary group (for purposes of any federal, state, local or foreign law, and including any arrangement providing for group Tax relief or any similar arrangement within any jurisdiction) that includes any person other than the Company Entities, (ii) all Losses for Taxes (W) imposed on the Final Closing Net Working CapitalRestructuring, (X) of Brazil NewCo as a result of Brazil NewCo having been on or before the BRT Date a member of an affiliated, consolidated, combined or unitary group (for purposes of any federal, state, local or foreign law, and including any arrangement providing for group Tax relief or any similar arrangement within any jurisdiction), (Y) of Brazil NewCo imposed on Brazil NewCo as a successor entity of Parent Brazil relating to any Liabilities between Parent Brazil and Parent or its other subsidiaries, and (bZ) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes Brazil NewCo relating to the termination of any Brazil Intercompany Liabilities prior to the domination and profit and loss pooling agreements that the Acquired Company is a party toBRT Date, (ii) all Taxes that are Excluded Liabilities, and (iii) all Losses for Taxes arising solely out of or due attributable to any breach of a representation, warranty or covenant relating to Taxes; provided, however, that Parent shall not be required to indemnify the Buyer Indemnified Parties for any covenant Losses for Taxes as a result of a breach of Section 2.9(o) except to the extent that such breach results in a limitation under Section 382 of the Seller set forth Code on the lesser of the Transferred NOL (assuming the NOL Payment has been made) or the NOL Target, (iv) all Losses for Taxes resulting from the application of Section 280G of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement, (v) all Losses for Taxes of any Company Entity or Brazil NewCo resulting from a termination of any Tax sharing agreement pursuant to Section 8.6, (vi) all Losses relating to any amount required to be reimbursed or repaid pursuant to the Special Incentives Contract entered into by and between Puerto Rico Industrial Fund, Inc. and Company PR and/or Solectron de Puerto Rico, Inc. and all other Losses relating to any subsidy, grant or incentive that was provided to Parent, the Company Entities, or any of their respective Affiliates during a Pre-Closing Period (other than Losses to the extent attributable to actions taken by any of the Buyer Indemnified Parties after the Closing (other than as expressly contemplated by this Agreement)), including without limitation, any amount required to be reimbursed or repaid by SMART Modular Technologies (Europe) Ltd. or any of its Affiliates pursuant to the Grant Agreement dated September 13, 1996, and (vii) all Losses resulting from the net operating loss carryforward attributable to the Company Entities other than SMART Modular Technologies (MA), Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Company MA”) pursuant to the Treasury regulations under Section 1502 of the Code as of the end of the day on the Closing Date as determined in (and on the due date (the “NOL Date”) for) the federal income tax return of the Company for the period ending on the Closing Date (taking into account any adjustment to such carryforward arising as a result of audits or otherwise) (the “Transferred NOL”) being less than $15 million (without regard to whether such carryforward is limited by Section 382 of the Code as a result of the transactions contemplated by this Agreement) (the “NOL Target”), except in each case to the extent that such Taxes are attributable to (x) actions taken by the Buyer Indemnified Parties outside the Ordinary Course of Business after the Closing on the Closing Date or (y) any breach of any of the obligations of the Buyer Indemnified Parties under this Article VIII. In the event that the Transferred NOL is less than the NOL Targe t, Parent shall pay to the Buyer Indemnified Parties on the NOL Date the present value of the shortfall calculated (i) using a discount rate of five percent (5%) and (ii) assuming the shortfall would be fully utilized to offset income that would otherwise have been taxed at the highest marginal federal tax rate (such payment, the “NOL Payment”). In the event that the NOL Payment has been made and subsequently there is a Final Determination that the Transferred NOL either was not less than the NOL Target or was less than the NOL Target in an amount less than originally determined, the Buyer Indemnified Parties will repay the appropriate portion of the NOL Payment to Parent. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will Buyers shall indemnify the Seller Indemnified Parties Parent against all Losses for Taxes (i) all Taxes of the Acquired Company Buyer Indemnified Parties and Brazil NewCo that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are subject to Parent’s indemnification obligation under Section 8.2(a), or (ii) of Parent or its Affiliates (including Company Entities and Brazil NewCo prior to the Closing) attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in obligations of the Buyer Indemnified Parties under this AgreementArticle VIII. (c) With respect to any Straddle Period, any Losses for Taxes and Tax items will be allocated between a the Pre-Closing Period and a the Post-Closing Period by closing the books at the end of the Closing Date, except that Taxes and Tax items of a periodic nature, such as property taxes Taxes or depreciation allowances calculated on an annual basis, will shall be allocated by apportioning a pro-pro rata portion of such Taxes Tax items to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) Section 8.5 and 9.1(d)Section 8.6, the Seller Sellers will indemnify the Purchaser Indemnified Parties from and against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party toExcluded Taxes, (ii) all any Taxes that are Excluded Liabilitiesarising out of the Reorganization described in Section 5.11, and (iii) all Transfer Taxes that are the responsibility of the Sellers or the Asset Selling Affiliates pursuant to Section 9.1(f), (iv) all Taxes arising solely out of or due to any breach of any covenant of the Seller Sellers set forth in this Agreement, and (v) any Taxes imposed on or with respect to an Acquired Company as a result of such Acquired Company’s having been a member in an affiliated, consolidated, combined, unitary, group relief, or VAT group during a Pre-Closing Period or transferee or successor to any Person with respect to any Taxes for Pre-Closing Periods. (b) If the Closing occurs, and subject to the limitations expressly set forth in Section 8.48.5 and Section 8.6, the Purchaser will indemnify the Seller Indemnified Parties from and against all Losses for (i) all Taxes of the Acquired Company Companies and with respect to the Purchased Assets that are attributable allocable to any the Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Period under Section 3.129.1(d), (ii) all Transfer Taxes that are Assumed Liabilitiesand VAT for which the Purchaser is responsible pursuant to Sections 9.1(f) and 9.8 hereof, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement, (iv) subject to Section 9.1(f), Taxes resulting from any action taken by the Purchaser or its Affiliates outside the ordinary course of business on the Closing Date after the Closing with respect to the Acquired Companies or the Purchased Assets, and (v) with respect to any Straddle Period of CareFusion U.K. 240 Limited or CareFusion Manufacturing Ireland 241 Limited, all Taxes arising from any income required to be recognized under Section 951(a)(1) of the Code by Sellers (or any Affiliated Group of which the Sellers are a member) resulting from any act or transaction taken or caused to be taken by the Purchaser or its Affiliates on or after the Closing Date; provided, however, that if the Purchaser, an Acquired Company, or one of their respective Affiliates makes an election under Section 338(g) of the Code with respect to the acquisition of CareFusion U.K. 240 Limited or CareFusion Manufacturing Ireland 241 Limited, Purchaser shall not have liability under this Section 9.1(b)(v) for any Taxes arising from income required to be recognized under Section 951(a)(1) of the Code with respect to such Acquired Company as a result of such election. (c) Notwithstanding the indemnification provisions in this Article 9 and Article 8, the Sellers will not be liable for indemnification of the Purchaser Indemnified Parties against (i) any Taxes arising or increased as a result of any increase in rates of tax, any change in law or practice, or any change in accountancy practice occurring after the Closing, (ii) any Taxes arising or increased as a consequence of any failure by any Purchaser Indemnified Party or Acquired Company (from Closing) to comply with any of their obligations under this Agreement, (iii) any Taxes arising or increased by (x) a failure or omission on the part of any of the Purchaser Indemnified Parties or Acquired Companies after the Closing to make any election or claim any relief which was taken into account or assumed in the Adjustment Calculation and is set forth on Schedule 9.1(c) hereto, or (y) a voluntary disclaimer by any of the Purchaser Indemnified Parties or Acquired Companies after the Closing of the whole or part of any relief to which it is entitled or revocation of any claim for relief made (whether provisionally or otherwise) prior to the Closing, and (iv) any Taxes in respect of which a Relief or Tax Attribute is for no consideration made available by the Sellers or any Selling Affiliate to an Acquired Company to set against, reduce or eliminate the Tax liability. (d) With respect to any Straddle Period, any Losses for Taxes will be allocated between a the Pre-Closing Period and a the Post-Closing Period by on the basis of an interim closing the books at the end of the Closing Datebooks, except that Tax items of Taxes imposed on a periodic nature, basis (such as real or personal property taxes or depreciation allowances calculated on an annual basis, Taxes for assets held at the Closing) will be allocated by apportioning on a pro-rata portion of such Taxes to each day in daily basis. Notwithstanding the relevant Straddle Period. This foregoing, Section 9.1(c9.1(f) does (and not apply this Section 9.1(d)) applies to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (de) The Seller For purposes of computing taxable income for the Pre-Closing Periods under this Agreement, the Sellers are entitled to any and all Tax benefits related to (i) the vesting of any equity compensation of the Employees or Transferred Employees at or prior to Closing, (ii) the exercise of any CareFusion Corporation stock options by any Employees or Transferred Employees at or prior to Closing and (iii) the payment to any Employee or Transferred Employee of any severance, bonus or similar amounts at or prior to Closing. Notwithstanding anything to the contrary in this Agreement, the Sellers will not be required to indemnify the Purchaser Indemnified Parties for any Losses resulting from reductions in the amount of any Tax AttributesAttributes or in Tax basis in assets existing at the Closing. The Seller will not be required to indemnify For the avoidance of doubt, Sellers and Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period agree that Tax deductions with respect to the extent exercise of any CareFusion Corporation stock options by any Employees or Transferred Employees, even if such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes options are not used to reduce Taxes exercised in a Post-Closing Period after taking into account any applicable limitations Period, shall be deducted by the Sellers or CareFusion Corporation on the use of such their Tax Attributes)Returns. (ef) Any applicable transfer or similar Transfer Taxes and any VAT (except for any VAT for which Purchaser is required to indemnify Seller under Section 9.8(c)) that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the SellerSellers, the Share any Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) Section 9.8 hereof) (such Taxes, the “Transfer Taxes”), will be borne equally by the Purchaser. The Sellers (on the one hand) and the Purchaser will pay to (on the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are dueother). The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the Seller will indemnify the Purchaser Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of or due to any breach of any covenant of the Seller set forth in this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With respect to any Straddle Period, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing the books at the end of the Closing Date, except that Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the ““ Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the The Seller will indemnify the Purchaser Indemnified Parties Indemnitees against all Losses for Excluded Taxes, other than Taxes that are reflected in the calculation of the Final Closing Working Capital. Any Purchaser Indemnitee seeking indemnity under this Article 9 will comply with the claims procedure set forth in Section 8.4 as modified by this Article 9. (b) The Purchaser will indemnify the Seller Indemnitees against (i) all Taxes of the any Acquired Company that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT not an Excluded Tax (other than VAT arising from the transfer of Other Purchased Assets and Taxes which shall be dealt with in accordance with give rise to an indemnity claim under Section 2.10) recoverable in the ordinary course of business of the Acquired Company8.2), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all the Purchaser’s share of any Transfer Taxes that are Excluded Liabilitiesdetermined pursuant to Section 9.1(d), and (iii) all any Taxes arising solely out of or due to any resulting from the breach of any covenant or other obligation of the Purchaser under this Agreement (including this Article 9). Any Seller Indemnitee seeking indemnity under this Article 9 will comply with the claims procedure set forth in Section 8.4 as modified by this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this AgreementArticle 9. (c) With respect to determining the Taxes for any Straddle PeriodPeriod that are attributable to the portion of the Straddle Period ending on the Closing Date and the portion beginning on the day after the Closing Date, any Losses for the Parties agree that Taxes will be allocated between based on a Pre-Closing Period and a Post-Closing Period by closing of the books at the end of the Closing Date, except that (i) Tax items of a periodic naturenature or measured by the level of any item, such as real and personal ad valorem property taxes or Taxes and depreciation allowances calculated on an annual or periodic basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Period and (ii) Tax items resulting from activities or transactions on the Closing Date, but after the Closing, that are not in the Ordinary Course or otherwise result from actions described in Section 9.1(c) does not apply to Transfer Taxes or VAT 9.5 will be treated as a result of occurring on the transactions contemplated by this Agreement, which are day after the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f)Closing Date. (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable sales, use, transfer, stamp, stock transfer or similar Taxes that are, are or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxesContemplated Transactions, whether such Taxes are imposed by Law on the SellerAcquired Companies, the Share Selling Affiliate, the Purchased other Acquired Assets, the Seller Group or the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne and paid fifty percent (50%) by the Seller and fifty percent (50%) by the Purchaser. The Purchaser Parties will pay to the Seller cooperate with each other in minimizing the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in extent permitted by applicable Law (including the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all ). Any Tax Returns that may be are required to comply be filed with Laws relating respect to any Transfer Taxes will be prepared and filed by the Party that customarily has primary responsibility for filing such Transfer TaxesTax Returns pursuant to the applicable Law. (fe) The amount All of any payment the Seller’s obligations for Taxes under this Section 9.1 and Seller’s obligation under Section 8.2 to indemnify for Taxes resulting from a supply violation of goods or services or the value of any supply made or deemed representations under Section 3.6 and Section 3.13 represent Seller’s sole and exclusive obligation for Taxes. Seller’s obligation to have been made pursuant to this Agreement or any Ancillary Agreement indemnify for Taxes under Section 8.2 will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit subject to the supplier the amount specified limitations provided for in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable LawSection 8.5(a).

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b9.1(d) and 9.1(d9.1(e), and except to the extent any Taxes are reserved or accrued on the Closing Balance Sheet, the Seller will indemnify the Purchaser Indemnified Parties against all Losses for (i) for all Taxes of the Acquired Company Companies that are directly attributable to any the Pre-Closing Period (except (a) to or the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business portion of the Acquired Company), including all Taxes relating to Straddle Period ending with the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party toClosing Date, (ii) for all Taxes that are Excluded Liabilities, attributable to any breach of the Seller Representations set forth in Section 3.11 and (iii) for all Taxes arising solely out of or due to any breach of any covenant of the Seller set forth in this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) for all Taxes of the Acquired Company Companies that are directly attributable to any Post-Closing PeriodPeriod or the portion of the Straddle period ending beginning after the Closing Date, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties set forth in Section 3.12, 3.11 and (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) for all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With respect to any Straddle Period, any Taxes and any Losses for Taxes will be allocated between a the Pre-Closing Period and a the Post-Closing Period by closing treating each such Straddle Period as if it were a separate reporting period and by employing accounting methods which are consistent with those employed in preparing the books at Tax Returns for the end Acquired Companies in prior reporting periods and which do not have the effect of distorting income or expenses (taking into account the Closing Datetransactions contemplated by this Agreement), except that Tax items of a periodic nature, such as property taxes Taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a the Pre-Closing Period (or the portion of the Straddle Period ending with the Closing Date) to the extent such Losses for Taxes could be are reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar other Tax Attributes of the Acquired Company Companies arising in the Pre-Closing Period (assuming for the purposes of this sentence Section 9.1(d) that such Tax Attributes attributes are not used to reduce Taxes in a the Post-Closing Period after taking into account any applicable limitations on the use of such Tax AttributesPeriod). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If From and after the Closing occursDate, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(dSection 11.1(d), the Seller Sellers will indemnify the Purchaser Indemnified Parties against for all Losses for (i) all Taxes of the Acquired Company that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of or due to any breach of any covenant of the Seller set forth in this AgreementTaxes. (b) If From and after the Closing occurs, and subject to Section 8.4Date, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company Companies that are attributable to any Post-Closing PeriodPeriod and any Taxes for which an amount has been, except and to the extent that extent, included in Closing Income Taxes, other than any such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes Tax liabilities that are Assumed Liabilities, (iii) all Transfer Excluded Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With To the extent permitted by applicable Law, the Purchaser will elect (and will cause the Acquired Companies to elect) to treat any Straddle Period with respect to any Straddle Period, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing Tax of the books at Acquired Companies as ending as of the end of the Closing Date, except that Tax items and will take such steps as may be necessary therefor. If such an election cannot be made, for purposes of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) all Taxes and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period Liabilities with respect to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryoversincome, Tax credits and similar Tax Attributes property or operations of the Acquired Company arising in Companies that relate to a Straddle Period will be apportioned between the Pre-Closing Period (assuming for and the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations (i) in the case of Taxes other than income, sales and use, turnover, wage, and withholding Taxes, on a per-diem basis, and (ii) in the case of income, sales and use, turnover, wage, and withholding Taxes, as determined from the books and records of the Acquired Companies as though the taxable year of the Acquired Companies terminated at the close of business on the use Closing Date. For the avoidance of such doubt, if any Transaction Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable as Deduction is reflected on a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”Straddle Tax Return pursuant to Section 11.2(b), will such Transaction Tax Deduction shall be borne by the Purchaser. The Purchaser will pay apportioned to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer TaxesPre-Closing Period. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. Except to the extent treated as a liability in the calculation of Current Liabilities for purposes of determining the Acquisition Consideration, Seller shall indemnify the Company, Purchaser and its Affiliates and hold them harmless from and against (a) If the Closing occursany Damages attributable to any breach of or inaccuracy in any representation or warranty made in Section 2.12; (b) any Damages attributable to any breach or violation of, and subject or failure to fully perform, any covenant, agreement, undertaking or obligation in this Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the Seller will indemnify the Purchaser Indemnified Parties against all Losses for 7; (ic) all Taxes of the Acquired Company that are attributable to any for all Pre-Closing Period Tax Periods; (except d) all of Seller’s obligation for Transfer Taxes under Section 1.8; (ae) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the extent Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any such comparable provisions of foreign, state or local Legal Requirement; and (f) any and all Taxes are reserved or accrued as a current liability of any Person imposed on the Final Closing Net Working Capital, and (b) for any VAT Company arising under the principles of transferee or successor liability or by Contract (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable Contracts entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes), relating to an event or transaction occurring before the Closing Date, in each of the Acquired Company)above cases, together with any out-of-pocket fees and expenses (including all attorneys’ and accountants’ fees) incurred in connection therewith; provided, however, that Seller shall have no indemnity obligations with respect to (i) any Taxes relating incurred with respect to any transaction not contemplated by this Agreement or outside the termination ordinary course of business on the domination and profit and loss pooling agreements that Closing Date after the Acquired Company is a party toClosing, (ii) all Transfer Taxes that are Excluded Liabilities, and borne by Purchaser pursuant to Section 1.8 or (iii) all any Taxes arising solely that arise out of or due relate to any breach of any covenant of the Seller set forth in this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any a breach of the SellerPurchaser’s representations and warranties in Section 3.12breach or violation of, (ii) all Taxes that are Assumed Liabilitiesor failure to fully perform, (iii) all Transfer Taxesany covenant, and (iv) all Taxes arising solely out of agreement, undertaking or due to any breach of any covenant of the Purchaser set forth obligation in this AgreementSection 7. (c) With respect to any Straddle Period, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing the books at the end of the Closing Date, except that Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the The Seller will indemnify the Purchaser Indemnified Parties Indemnitees against (i) all Excluded Taxes (other than Excluded Taxes of any Joint Venture) and any reasonable costs and expenses related thereto incurred by Tax advisors of the Purchaser Indemnitees in connection with defending the assessment of any Excluded Tax (other than Excluded Taxes of any Joint Venture) during the course of any audit or other proceedings initiated by a Governmental Entity; and (ii) all Losses incurred by the Purchaser Indemnitees arising out of or resulting from a breach of any representation or warranty in Section 3.6 with respect to Excluded Taxes of any Joint Venture. Notwithstanding the foregoing, the amount of Losses against which the Seller is required to indemnify the Purchaser Indemnitees pursuant to clause (ii) shall be limited to the amount by which (x) the value of the equity interests in such Joint Venture that are either acquired pursuant to this Agreement or held by any Acquired Company as of the Closing Date is reduced (but not below zero) by (y) the amount of Excluded Taxes of such Joint Venture. In addition, the Seller shall only be liable under this Section 9.1(a) for Losses resulting from a breach of a representation or warranty in Section 3.6 with respect to Hangzhou JV to the extent such Losses (as computed pursuant to the immediately prior sentence) exceed the Seller’s pro rata portion of all cash held by Hangzhou JV immediately prior to the Closing with respect to Hangzhou JV. (b) The Purchaser will indemnify the Seller Indemnitees against (i) all Taxes of imposed against the Acquired Company Seller that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved Purchaser Group’s conduct of the Business or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business use of the Acquired Company)Assets, including all Taxes relating to or the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of or due to any breach activities of any covenant of the Seller set forth in this Agreement. (b) If the Closing occursAcquired Company, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to during any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all any Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any resulting from the breach of any covenant or other obligation of the Purchaser under this Article 9, and (iii) any Taxes of, or relating to, the Business or the Acquired Companies or the other Acquired Assets (including, for the avoidance of doubt, the Joint Ventures) that are not Excluded Taxes. Any Seller Indemnitee seeking indemnity under this Article 9 will comply with the claims procedure set forth in this AgreementSection 8.3. (c) With respect to any Straddle Period, any Losses for Taxes will be allocated between a Pre-the portion of the period ending on the Initial Closing Period Date and a Post-the portion of the period beginning on the day after the Initial Closing Period Date by closing the books at the end of the Initial Closing Date, except that (i) Tax items of a periodic naturenature or measured by the level of any item, such as real and personal ad valorem property taxes or Taxes (“Property Taxes”) and depreciation allowances calculated on an annual or periodic basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle PeriodPeriod and (ii) Tax items resulting from activities or transactions on the Initial Closing Date, but after the Initial Closing, that are not in the Ordinary Course will be treated as occurring on the day after the Initial Closing Date. This For the avoidance of doubt, any Property Taxes imposed on the Acquired Assets shall be prorated in accordance with the methodology set forth in Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f10.10(a)(i). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable sales, use, transfer, stamp, stock transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxesContemplated Transactions, whether such Taxes are imposed by Law law on the SellerAcquired Companies, the Share Selling Affiliate, the Purchased other Acquired Assets, the Seller Group or the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) Group (such Taxes, the “Transfer Taxes”), will be borne equally by the PurchaserPurchaser and the Seller. The Purchaser will pay to Each of the Seller and the amount Purchaser shall coordinate the payment of its respective portion of any Transfer Taxes which to the Seller applicable Governmental Entity (and, as applicable, shall provide to the other party reasonable evidence of such payment) on or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in minimizing the amount of any Transfer Taxes to the extent permitted by applicable law (including the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes). Any Tax Returns that are required to be filed with respect to any Transfer Taxes will be prepared and filed by the party that customarily has primary responsibility for filing such Tax Returns pursuant to the applicable law. Any party failing to pay its portion of any Transfer Taxes in accordance with the terms hereof and in a timely manner shall be responsible for any fees, penalties or other expenses to the extent resulting therefrom. The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to any Principal Agreement will be exclusive of any VAT properly chargeable on the supply. The amount of any such VAT will be borne (x) to the extent such VAT is non-recoverable, equally by the Purchaser and the Seller, and (y) to the extent such VAT is recoverable, solely by the Purchaser in addition to any payment due under any Principal Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against any member of the Seller Group, the Seller will promptly notify the Purchaser of the VAT amount on a valid VAT invoice. Upon receipt thereof, the Purchaser will promptly remit to the Seller the amount specified in such VAT invoice, and the Seller will make, or will cause to be made, any payments to the applicable Governmental Entities as required under applicable law. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and of VAT or for timely making and filing all seeking a refund or credit of VAT. Any Tax Returns that may be are required to comply be filed with Laws relating respect to VAT will be prepared and filed by the party that customarily has primary responsibility for filing such Transfer TaxesTax Return pursuant to the applicable law. (fe) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount All obligations of the VAT will be borne by Seller under this Section 9.1 shall represent the recipient sole and exclusive indemnity obligation for Taxes and all of the relevant goods or services in addition to any payment due Seller’s obligations for Taxes under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit Section 9.1 shall be subject to the supplier the amount specified limitations provided for in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable LawSection 8.5.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the The Seller will indemnify the Purchaser Indemnified Parties Indemnitees against all Losses for (i) Excluded Taxes and all Taxes related costs of the Acquired Company that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes defending claims relating to Excluded Taxes. Any Purchaser Indemnitee seeking indemnity under this Article 9 will comply with the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of or due to any breach of any covenant of the Seller claims procedure set forth in this AgreementSection 8.3. (b) If the Closing occurs, and subject to Section 8.4, the The Purchaser will indemnify the Seller Indemnified Parties Indemnitees against all Losses for (i) all Taxes of the Acquired Company that are attributable to any PostTax (other than a Tax for a Pre-Closing Period) of (or payable by) any Acquired Company, except or that is attributable to the extent ownership of any Acquired Assets, that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties is not, in Section 3.12each case, an Excluded Tax; (ii) all any Transfer Taxes and any Indirect Taxes pursuant to subsections (d) and (e) hereof that are Assumed Liabilities, the Purchaser is responsible under this Agreement; (iii) all Transfer Taxes, and (iv) all any Taxes arising solely out of or due to any resulting from the breach of any covenant or other obligation of the Purchaser under this Agreement (including this Article 9); (iv) any Taxes that the Purchaser is responsible for under Section 10.6 or Section 10.7; (v) any Taxes imposed under Treasury Regulation section 1.1503(d) (or other provision of the Code or Treasury Regulations or any provision of state or local or non-U.S. Law) as a result of the loss or recapture (including as a result of a “triggering event” (as used for purposes of Treasury Regulation section 1.1503(d)) with respect to any “dual consolidated loss” set forth on Schedule 9.8(a) to the extent such Taxes result from the Purchaser’s failure to comply with the New Domestic Use Agreement; (vi) any Taxes included in Final Closing Working Capital (as finally determined under Section 2.5); (vii) all related costs of defending any claims relating to Taxes set forth in clauses (i) to (vi); and (viii) the cost of filing any Purchaser Prepared Returns under Section 9.5. Any Seller Indemnitee seeking indemnity under this AgreementArticle 9 will comply with the claims procedure set forth in Section 8.3. (c) With respect to determining the Taxes for any Straddle PeriodPeriod that are attributable to the portion of the Straddle Period ending on the Initial Closing Date and the portion beginning on the day after the Initial Closing Date, any Losses for the parties agree that Taxes will be MASTER ACQUISITION AGREEMENT allocated between based on a Pre-Closing Period and a Post-Closing Period by closing of the books at the end of the Initial Closing Date, except that (i) Tax items of a periodic naturenature or measured by the level of any item, such as real and personal ad valorem property taxes or Taxes (“Property Taxes”) and depreciation allowances calculated on an annual or periodic basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Period and (ii) Tax items resulting from activities or transactions on the Initial Closing Date, but after the Initial Closing, that are not in the Ordinary Course or otherwise result from actions described in Section 9.1(c) does not apply to Transfer Taxes or VAT 9.6 will be treated as a result of occurring on the transactions contemplated by this Agreement, which are day after the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f)Initial Closing Date. (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer, stamp, stock transfer or similar Taxes (excluding for this purpose, any tax imposed or assessed on income or gains) that are, are or become due and payable as a result of the transactions contemplated by this AgreementContemplated Transactions, including real estate transfer taxesand all related interest or penalties, whether such Taxes are imposed by Law on the SellerAcquired Companies, the Share Selling Affiliate, the Purchased other Acquired Assets, the Seller Group or the Purchaser or any Designated Affiliate Group (other than VATan Indirect Tax, which is addressed in subsection (fe) hereof) (such Taxes, the “Transfer Taxes”), will shall be borne fifty percent (50%) by the PurchaserPurchaser and fifty percent (50%) by the Seller. The Purchaser parties will pay to the Seller cooperate with each other in minimizing the amount of any Transfer Taxes which to the extent permitted by applicable Law (including the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes). Any Tax Returns that are required to be filed with respect to any Transfer Taxes will be prepared and filed by the party that customarily has primary responsibility for filing such Tax Returns pursuant to the applicable Law. (e) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to any Principal Agreement will be exclusive of any Indirect Tax properly chargeable on the supply. To the extent such Indirect Tax is non-refundable or non-creditable, the amount of such Indirect Tax will be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Seller in addition to any payment due under any Principal Agreement at the time the supply is made. To the extent such Indirect Tax is refundable or the Share Selling Affiliate is required to remit no later than five (5) days prior creditable to the date Purchaser, the amount of any such Transfer Taxes are dueIndirect Tax will be borne by the Purchaser in addition to any payment due under any Principal Agreement at the time the supply is made. In the event that any Indirect Tax is imposed upon or imposed against any member of the Seller Group, the Seller will promptly notify the Purchaser of the Indirect Tax amount on a valid Indirect Tax invoice (and any reasonable detail or any other information reasonably requested by the Purchaser and required by applicable Law). Upon receipt of any invoice for any Indirect Tax that is non-refundable or non-creditable to the Seller, the Purchaser will promptly remit to the Seller fifty percent (50%) of the amount specified in such invoice, and the Seller will make, or will cause to be made, any payments to the applicable Governmental Entities as required under applicable Law. Upon receipt of any invoice for any Indirect Tax that is refundable or creditable to the Purchaser, the Purchaser will promptly remit to the Seller one hundred percent (100%) of the amount specified in such invoice, and the Seller will make, or will cause to be made, any payments to the applicable Governmental Entities as required under applicable Law. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from of Indirect Tax or for seeking a refund or credit of Indirect Tax (including any contests by any Governmental Entity with respect to such Transfer Taxesrefund or credit), and including cooperating so that no Indirect Tax is charged on any payment due under any Principal MASTER ACQUISITION AGREEMENT Agreement if an exemption for timely making and filing all an Indirect Tax (in whole or in part) is permitted under applicable Law (e.g., an exemption for a sale of a going concern). Any Tax Returns that may be are required to comply be filed with Laws relating respect to Indirect Tax will be prepared and filed by the party that customarily has primary responsibility for filing such Transfer TaxesTax Return pursuant to the applicable Law. If the Purchaser initially incurs one hundred percent (100%) of an Indirect Tax pursuant to this Section 9.1(e) assuming that such Indirect Tax is refundable or creditable, and after good faith efforts to obtain such refund or credit, it is denied by an appropriate Governmental Entity, and the Seller is not able to recover such Indirect Tax, the Seller will reimburse the Purchaser for fifty percent (50%) of the Indirect Tax for which a refund or credit is denied. If the Seller in such cases recovers such Indirect Tax through a refund or credit, the Seller will reimburse the Purchaser for one hundred percent (100%) of such Indirect Tax. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to Notwithstanding anything in this Agreement or any Ancillary Agreement will to the contrary, all obligations of the Seller under this Section 9.1 shall represent the sole and exclusive indemnity obligation for Taxes and all of the Seller’s and the Purchaser’s obligations for Taxes under this Section 9.1 with respect to Taxes shall not be exclusive of any VAT properly chargeable on subject to the supplyMinimum Per Claim Amount, Deductible, and the amount of the VAT will be borne by the recipient of the relevant goods or services Representations and Warranties Cap provided for in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable LawSection 8.5.

Liability and Indemnification for Taxes. (a) If Except as otherwise provided in Section 12.6, from and after the Closing occursDate, the Purchaser and its affiliates (including the Company and its Subsidiaries after the Closing), shall be indemnified, and subject to Section 8.4 held harmless from and against, all liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including reasonable attorneys' and accountants' fees and expenses) imposed on, sustained, incurred or suffered by the limitations expressly set forth in Sections 8.5(b) Purchaser or its affiliates (including the Company and 9.1(dits Subsidiaries after the Closing), directly or indirectly, by reason of or resulting from any and all Taxes imposed upon the Seller will indemnify Company, its Subsidiaries or the Purchaser Indemnified Parties against all Losses for Cullman Shareholders with respect to, arising out of, or pursuant to (i) all Taxes any taxable period of the Acquired Company that are attributable or its Subsidiaries ending on or before the Closing Date (a "PRE-CLOSING PERIOD"), (ii) any taxable period beginning before the Closing Date and ending after the Closing Date (a "STRADDLE PERIOD"), but only with respect to the portion of such Straddle Period ending on the Closing Date and in the manner provided in Section 12.4(d) hereof (such portion, a "PRE-CLOSING STRADDLE PERIOD"), (iii) Treasury Regulations section 1.1502-6 (or any comparable provision under state, local or foreign law imposing several liability upon members of a consolidated, combined, affiliated or unitary group) for any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Pre-Closing Net Working CapitalStraddle Period, and (biv) for a breach or inaccuracy in any VAT (other than VAT arising from the transfer representation contained in Section 4.12 of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of this Agreement or due to any breach of any covenant of the Seller set forth in this AgreementArticle XII. (b) If Without limiting the Closing occurs, generality of Section 12.4(a) above and subject notwithstanding anything to Section 8.4the contrary contained in this Agreement, the Purchaser will indemnify and its affiliates (including the Seller Indemnified Parties Company and its Subsidiaries after the Closing) shall be indemnified, defended and held harmless from and against any and all Losses for Taxes asserted against, resulting from, imposed on, sustained, incurred or suffered by, or asserted against any of the Purchaser and its affiliates (including the Company and its Subsidiaries after the Closing), directly or indirectly, by reason of or resulting from (i) all Taxes the failure of the Acquired Company that are attributable to be an "S" corporation for federal income Tax purposes as of any Post-Closing Period, except time prior to or on the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12Closing, (ii) all except as provided in Section 12.6, the transactions effected pursuant to this Agreement, including, but not limited to, Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out imposed on the Company or any of its Subsidiaries under Sections 1374 or due to any breach of any covenant 1375 of the Purchaser set forth in this Agreement. (c) With respect to any Straddle PeriodCode or under state, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing the books at the end of the Closing Date, except that Tax items of a periodic nature, such as property taxes local or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT other law as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f338(h). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d14.1(e), the Seller will indemnify the Purchaser Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Pre-Closing Period (and except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working CapitalBalance Sheet, and Seller will indemnify the Buyer Indemnitees against all Losses (bi) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating of Newco that are attributable to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party toPre-Closing Periods, (ii) for all Taxes that are Excluded Liabilities, attributable to any breach of Seller’s representations and warranties set forth in Section 5.16 and (iii) for all Taxes arising solely out of Newco (including as secondary tax liability or due dai-niji nozei gimu as defined under Article 38 of the National Tax Collection Act and joint tax liability or rentai nofu no sekinin as defined under Article 9-2 of the Act on General Rules for National Tax) attributable to any breach by Seller of any covenant of the Seller set forth in this AgreementSection 14.2(b). (b) If the Closing occurs, and subject to Section 8.4, the Purchaser Buyer will indemnify the Seller Indemnified Parties Indemnitees against all Losses for (i) all Taxes of the Acquired Company Newco that are attributable to any Post-Closing Period. (c) If the Closing occurs, except to Buyer will indemnify the extent Seller Indemnitees against all Taxes and Losses of Seller that such Losses for Taxes arise from or are attributable to any breach by Buyer of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of 14.7 or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With respect to any Straddle Period, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing the books at the end of the Closing Date, except that Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f)14.8. (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties Buyer Indemnitees for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties Buyer Indemnitees against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a the Post-Closing Period after taking into account any applicable limitations on the use of such Tax AttributesPeriod). (e) Any applicable transfer or similar Taxes that are, or become due This Article 14 constitutes the sole and payable as a result exclusive responsibility of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required Buyer with respect to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws indemnification relating to such Transfer Losses for Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. Notwithstanding anything to the contrary in Article VIII, Article IX shall govern all claims for indemnification in connection with all Tax matters. (a) If Sellers shall indemnify Purchaser and hold it harmless from and against any loss, claim, liability, expense, or other damage attributable to all Taxes (or the Closing occursnon-payment thereof) of Sellers or Subsidiaries, and subject or with respect to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the Seller will indemnify the Purchaser Indemnified Parties against all Losses Properties for (i) all Taxes of Taxable Periods ending on or before the Acquired Company that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT Date (other than VAT arising from ad valorem Taxes assessed against the transfer of Other Purchased Assets Properties for any Taxable period that includes (but does not end on) the Closing Date (“Preclosing Tax Period”) and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out portions of or due to any breach of any covenant of the Seller set forth in this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With respect to any a Straddle Period, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing the books ending at the end of the Closing Date. (b) Whenever it is necessary to determine the liability of Subsidiaries or its members for the Taxes, except that Tax items of a periodic natureincome, such as property taxes profit and loss shall be apportioned between the Preclosing Tax Period and the period following the Closing (or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in within the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as based, on a result “closing of the transactions contemplated books basis” by assuming that the books of Subsidiaries were closed at the close of the Closing Date. (c) Notwithstanding anything to the contrary in this Agreement, which are all transfer, documentary, sales, use, registration and other such Taxes due in connection with Sellers transferring the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period Properties to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryoversSubsidiaries pursuant to the Restructuring and transferring the Interests to Purchaser (collectively, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay if any, and any penalties, interest and additions to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are dueshall be paid fifty percent (50%) by each of Sellers, on the one hand, and Purchaser, on the other hand. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such term Transfer Taxes is not intended to include all Taxes, and for specifically excludes, income taxes, capital gain taxes and similar taxes due in connection with any profits made by any principal or Entity in connection with said sale of any of the Interests, employment taxes, and ad valorem taxes. The Parties shall cooperate in the timely making of all filings, returns, reports and filing all Tax Returns that forms as may be required in connection therewith. The Parties believe that, while there are Transfer Taxes due on the transfer of the Property in the Restructuring, there are no Transfer Taxes due on the transfer of the Interest with respect to comply any Subsidiary which holds Property located in New Jersey. Notwithstanding the forgoing, in the event that an obligation to pay such Transfer Taxes is ever asserted by the State of New Jersey, Sellers shall be solely liable, and shall indemnify Purchaser pursuant to the provisions of this Article IX for any Indemnified Losses resulting from the failure to pay Transfer Taxes on the transfer of such Interests. There shall be no Sellers’ Indemnification Cap or Sellers’ Indemnification Basket with Laws relating regard to such Transfer Taxesindemnification. (fd) The amount of any payment for a supply of goods or services or This Article IX shall survive the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable LawClosing without limitation.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the Seller will shall indemnify the Purchaser Buyer Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company Companies that are attributable to any the Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party toEffective Date Period, (ii) without duplication, all Taxes that are Excluded Liabilities, attributable to any breach of any of the Seller Warranties or the Parent Warranties and (iii) without duplication, all Taxes arising solely out of or due to any breach of any covenant of Seller or Parent set forth in this Agreement; provided, however, that Seller shall not indemnify the Buyer Indemnified Parties against Losses for (A) Taxes reserved or accrued on the Effective Date Financial Statements, (B) Taxes attributable to the matters Fairly Disclosed in Article 3 of the Seller Disclosure Letter, (C) Transfer Taxes, (D) all Taxes arising solely out of or due to any breach of any covenant of the Seller Buyer set forth in this Agreement, (E) Taxes of the Acquired Companies arising as a result of any event occurring on the Closing Date but after the Closing outside the ordinary course of business of the relevant Acquired Company, and (F) Taxes, or portions thereof, of the Acquired Companies resulting from any failure by any Acquired Company to pay or discharge when due any liability to Tax of such Acquired Company which is required to be paid after Closing. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will Buyer shall indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company Companies that are attributable to any Post-Closing Effective Date Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12Seller Warranties or the Parent Warranties, (ii) without duplication, all Taxes that are Assumed Liabilitiesarising solely out of or due to any breach of any covenant of Buyer set forth in this Agreement, (iii) all Taxes attributable to those matters Fairly Disclosed in Article 3 of the Seller Disclosure Letter, (iv) Transfer Taxes, and (ivv) Taxes reserved or accrued on the Effective Date Financial Statements; provided, however, Buyer shall not indemnify Seller Indemnified Parties against Losses for (A) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser Seller or Parent set forth in this Agreement, (B) Taxes of the Acquired Companies arising as a result of any event occurring on or after the Effective Date but before Closing outside the ordinary course of business of the relevant Acquired Company, and (C) Taxes, or portions thereof, of the Acquired Companies resulting from any failure by any Acquired Company to pay or discharge when due any liability to Tax of such Acquired Company which is required to be paid on or before Closing. (c) With respect to any Straddle Period, any Losses for Taxes will shall be allocated between a the Pre-Closing Effective Date Period and a the Post-Closing Effective Date Period for purposes of Section 9.1(a) and Section 9.1(b) by closing the books of the Acquired Companies at the end of the Closing Effective Date, except that Tax items of a periodic nature, such as property taxes taxes, or depreciation allowances Tax items calculated on an annual basisannualized basis (including depreciation, will amortization and depletion deductions) shall be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Buyer shall be responsible for and shall indemnify Seller will for all transfer, documentary, recording, sales, use, registration, value added, goods and services, stamp and other similar Taxes (collectively, “Transfer Taxes”) imposed on Buyer or Seller by any Governmental Authority in connection with the purchase by Buyer of the Subject Shares. (e) Seller shall not be required to indemnify the Purchaser a Buyer Indemnified Parties Party for reductions in any Tax AttributesAttributes arising in the period prior to Closing (“Pre-Closing Period”). The Seller will shall not be required to indemnify the Purchaser a Buyer Indemnified Parties Party against Losses for Taxes attributable to a the Pre-Closing Period to the extent such Losses for Taxes could be reduced Buyer Indemnified Party is able, under applicable Law by reason of net operating loss carryoversLaw, Tax credits and similar to utilize Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes)Losses. (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If Subject to this Article X, Seller shall be liable for and shall pay and indemnify, defend, save and hold harmless the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the Seller will indemnify the Purchaser Buyer Indemnified Parties against all Losses for from and against, without duplication, (i) all Taxes of the Acquired Company attributable to Pre-Closing Tax Periods; (ii) all Income Taxes imposed on the Company under Treasury Regulation 1.1502-6 (or comparable provisions of state or local law or regulation) solely as a result of the Company having filed Tax Returns before the Closing Date on a consolidated, combined or unitary basis with Seller or any other Person; (iii) any liability for Taxes resulting directly from making the Section 338(h)(10) Election; (iv) any liability for Taxes resulting from a conveyance of the Excluded Property or relating to the TPH Spinoff pursuant to Section 5.4(c) or, subject to Section 10.3(f), the conveyance to the Company of any Owned Real Property pursuant to Section 6.5(i); and (v) any and all Losses incurred by Buyer arising out of or resulting from any misrepresentation or breach of a warranty given by Seller pursuant to Section 3.18, except to the extent such Losses are otherwise indemnified pursuant to the foregoing clauses (i) - (iv); provided, however, that Seller shall not be liable for or pay, and shall not indemnify, defend, save or hold harmless Buyer for, any Taxes (collectively, "Excluded Taxes") imposed on the Company as a result of the transactions occurring on the Closing Date that are attributable properly allocable (based on Treasury Regulation 1.338-1(d) to periods after the Closing Date. Seller's indemnity obligations under this Section 10.3(a) for Taxes shall be reduced by the amount of liabilities therefor on the Closing Balance Sheet. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of or due to any breach of any covenant of the Seller set forth in this AgreementTax Period. (b) If the Closing occursSubject to this Article X, Buyer shall be liable for and subject to Section 8.4shall pay and indemnify, the Purchaser will indemnify defend, save and hold harmless the Seller Indemnified Parties from and against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations Tax Period and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Excluded Taxes, and (iv) all Taxes arising solely out of or due . Buyer shall be entitled to any breach refund of (or credit for) Income Taxes allocable to any covenant Post-Closing Tax Period. In no event shall Buyer or any Affiliate of Buyer (including, from and after the Purchaser set forth in this AgreementClosing, the Company) carry back, or cause or permit the Company to carry back, any net operating loss or other Tax attribute arising after the Closing Date to any Tax Period ending on or prior to the Closing Date. (c) With respect For purposes of Sections 10.3(a) and (b), whenever it is necessary to determine the liability for Taxes of the Company for a portion of any Straddle Period, any Losses 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 periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day immediately following the Closing Date. Except with respect to Taxes will described in Section 10.3(a)(ii)-(iv), items of income, gain, gross receipts, deduction, loss, credit and other relevant items of the Company for the Straddle Period shall be allocated between such taxable periods on a Pre-Closing Period and a Post-Closing Period by modified "closing of the books at basis" by applying the end principles of Treas. Reg. Section 1.1502-76(b)(2)(iii) to ratably allocate the items for the month that includes the Closing Date, except that Tax items if the Closing Date occurs on a day other than the last day of a periodic naturefiscal month of the Business; provided, such as property taxes however, that (i) transactions occurring on the Closing Date that are properly allocable (based on Treasury Regulation Section 1.338-1(d)) to the portion of the Closing Date after the Closing shall be allocated to the taxable period that is deemed to begin at the beginning of the day immediately following the Closing Date, and (ii) exemptions, allowances or depreciation allowances deductions that are calculated on an annual basis, will such as the deduction for depreciation, and real property, personal property and similar Ad Valorem Taxes shall be allocated by apportioning apportioned between such taxable periods on a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f)daily basis. (d) The Seller will not be Any indemnity payments required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to made under this Section 10.3 shall be paid within ten (10) days after receipt of a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes written request of the Acquired Company arising party entitled to reimbursement, setting forth in detail the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result computation of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate amount owed (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later but not earlier than five (5) days prior to the date before such Transfer Taxes are due. The parties will cooperate with each other ); provided, however, that in the provision case of a Tax that is contested in accordance with the provisions of Section 10.5, payment of the Tax to the appropriate Taxing Authority shall not be considered to be due earlier than the date a final and unappealable determination to such effect is made by a court of competent jurisdiction or, in the absence of a court proceeding, by the appropriate Taxing Authority. (e) Seller shall claim any deductions arising from the exercise of options to acquire Seller's stock held by employees of the Business. Buyer shall not, and shall cause its Affiliates (including, after the Closing, the Company) not to, claim any such deduction on any Tax Return that Buyer is responsible for preparing under Section 10.4(a); provided, however, that if any deduction arising in respect of this Section 10.3(e) is not permitted by law or administrative practice to be reported on a Tax Return for which Seller has filing responsibility and is permitted by law or administrative practice to be reported on a Tax Return for which Buyer has filing responsibility under Section 10.4(a), then Buyer shall claim such deduction and pay to Seller the amount of any information or preparation of any documentation Tax Benefit that may be necessary or useful for obtaining any available mitigation, reduction or exemption results from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxesdeduction. (f) The amount of any payment for a supply of goods or services or Except as otherwise provided in this Section 10.3, transfer Taxes and related fees and expenses incurred in connection with the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, purchase and the amount sale of the VAT will Shares shall be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event Seller; provided, however, that any VAT is imposed upon or imposed against such recipienttransfer Tax attributable to real property, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit including Taxes attributable to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments conveyance to the applicable Governmental Authorities as required under applicable Law.Company of owned Real Property pursuant to Section 6.5(i), shall be borne by Buyer to the extent such Tax exceeds the Tax that would have

Liability and Indemnification for Taxes. (a) If Without duplication of any other indemnity in this Agreement, Xxxxxx will indemnify the Closing occursBuyers and their Affiliates (including, for this purpose, the Business Subsidiaries after the Closing) (each a “Buyer Indemnified Party”) against all liabilities and subject to Section 8.4 and the limitations expressly losses (i) for Excluded Taxes, (ii) resulting from any breach of any representation or warranty set forth in Sections 8.5(bSection 2.10, or (iii) resulting from any breach of the covenants contained in the last sentence of Section 4.3, this Article VIII or Section 9.10. Any Buyer Indemnified Party seeking indemnity under this Article VIII will comply with the claim procedure set forth in Section 6.3. (b) The Buyers, joint and 9.1(d)severally, will indemnify Xxxxxx and its Affiliates (excluding for this purposes, the Seller will indemnify Business Subsidiaries after the Purchaser Closing, each a “Xxxxxx Indemnified Parties Party”) against all Losses for (i) all Losses for Taxes of the Acquired Company imposed against Xxxxxx that are attributable to the Buyers’ conduct of the Business, or ownership of the Acquired Assets, during any PrePost-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Losses relating to Taxes that are Excluded Liabilitiesimposed on or payable by any Business Subsidiary for, or with respect to, any Post-Closing Period, and (iii) all Taxes arising solely out of or due to any breach of any covenant of the Seller set forth in this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to resulting from any breach of the Seller’s representations and warranties covenants contained in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of this Article VIII. Any Xxxxxx Indemnified Party seeking indemnity under this Article VIII will comply with the Purchaser claim procedure set forth in this AgreementSection 6.3. (c) With respect to any Straddle Period, any Losses liabilities or losses for Taxes will be allocated between a the Pre-Closing Period and a the Post-Closing Period by closing the books at the end of the Closing DateTime, except that Tax items of a periodic naturenature or measured by the level of any item, such as real and personal ad valorem property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Transfer Taxes that are, or become due and payable as a result of the transactions contemplated by under this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law law on the SellerBusiness Subsidiaries, Xxxxxx, the Share Selling Affiliate, Acquired Assets or the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”)Buyers, will be borne equally (50%-50%) by Xxxxxx, on the Purchaserone hand, and the Buyers, jointly and severally, on the other hand. The Purchaser Parties will pay to coordinate on determining which Party will be responsible for the Seller the amount remittance of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes that are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that either the Buyers or Xxxxxx is required to pay any VAT is imposed upon or imposed against such recipientTransfer Taxes, the supplier other Party (in the case of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereofBuyers, the recipient other Party will promptly be Xxxxxx and in the case of Xxxxxx, the other Party will be the Buyers) will remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.paying

Liability and Indemnification for Taxes. (ai) If the Closing occurs, and subject Subject to Section 8.4 and the all applicable limitations expressly set forth in Sections 8.5(b) and 9.1(d)ARTICLE XI, the Seller will Shareholders shall jointly and severally be liable for, pay and indemnify and hold the Purchaser Indemnified Parties harmless from and against any and all Losses for incurred directly or indirectly by the Purchaser in connection with or arising from: (i1) any and all Taxes imposed on any of the Acquired Company that are attributable Entities, or for which any of the Acquired Entities may otherwise be liable, including any amount of such Taxes and all fees and costs incident to the preparation of all Tax Returns related thereto, for or with respect to any Pre-Closing Period taxable year or period that ends on or prior to October 31, 2010 (except (athe “Shareholders’ Taxable Periods”) to the extent any such Taxes are reserved or not reflected as an accrued as a current liability on the Final Closing Net Working Capital, 2010 Audited Balance Sheet; and (2) any and (b) for all Taxes paid or payable by the Acquired Entities in any VAT (other than VAT Tax period beginning after the date of the 2010 Audited Balance Sheet but arising from the transfer settlement or other resolution with any Governmental Body (and in compliance with the provisions of Other Purchased Assets and Section 11.6 below) of an asserted Tax liability which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company)relates to a Shareholders’ Taxable Period (including, including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party tofor example, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of or due to any breach of any covenant of the Seller set forth in this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With respect to any Straddle Period, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing the books at the end of the Closing Date, except that Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(eany IRS Tax audit) and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable other than as a result of any amendments of any Tax Return relating to a Shareholders’ Taxable Period initiated by the transactions contemplated Acquired Entities after the Closing seeking a refund. (ii) The Purchaser shall be liable for, pay and indemnify and hold harmless each Shareholder from and against any and all Losses incurred directly or indirectly by this Agreementsuch Shareholder in connection with or arising from Taxes imposed on any of the Acquired Entities, or for which any of the Acquired Entities may otherwise be liable, including real estate transfer taxes, whether any amount of such Taxes are imposed by Law on and all fees and costs incident to the Sellerpreparation of all Tax Returns related thereto, for any taxable year or period that begins after October 31, 2010 (the Share Selling Affiliate, “Purchaser’s Taxable Periods”). For the Purchased Assetsavoidance of doubt, the Purchaser shall have no liability or obligation to any Designated Affiliate (Shareholder for any Taxes, fees, or costs imposed during the Purchaser’s Taxable Periods but which relate to the Shareholders’ Taxable Period other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne as a result of any amendments of any Tax Return relating to a Shareholders’ Taxable Period initiated by the Purchaser. The Purchaser will pay to Acquired Entities after the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer TaxesClosing seeking a refund. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject except to the extent any Taxes are reserved or accrued on the Purchaser Estimated Closing Balance Sheets, as finally determined by Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d2.3(b), the Seller will Sellers will, jointly and severally, indemnify the Purchaser Indemnified Parties from and against any and all Losses for incurred by a Purchaser Indemnified Party (i) in respect of and including all Taxes of the Acquired Company Companies that are attributable to any the Pre-Closing Period (except (a) to the extent including, without limitation, any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt Losses in connection with those matters disclosed in accordance with Section 2.10) recoverable in the ordinary course of business 3.11 of the Acquired Company)Seller Disclosure Schedules, including all Taxes relating to the termination regardless of any liability estimates or other qualifications stated therein and regardless of the domination and profit and loss pooling agreements that taxable period in which the Acquired Company relevant income is a party torecognized), (ii) all Taxes that are Excluded Liabilitiesof any member of an affiliated, and consolidated, combined or unitary group of which an Acquired Company was a member on or prior to the Closing Date, including pursuant to Treasury Regulations §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, (iii) any and all Taxes of any person (other than an Acquired Company) imposed on an Acquired Company as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing, (iv) for all Taxes attributable to any breach of the Sellers representations and warranties set forth in Section 3.11 and (v) for all Taxes arising solely out of or due to any breach of any covenant of the Seller Sellers set forth in this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties from and against any and all Losses for of a Seller Indemnified Party (i) for all Taxes of the Acquired Company Companies that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s a Sellers' representations and warranties set forth in Section 3.12, 3.11 or fall within Section 9.1(a) and (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) for all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With respect to any Straddle Period, the amount of any Losses Taxes based on or measured by income or receipts of any Acquired Company for Taxes will be allocated between a the Pre-Closing Period will be determined as if it were a separate reporting period and a Post-Closing Period by closing employing accounting methods which are consistent with those employed in preparing the books at Tax Returns for the end Acquired Companies in prior reporting periods and which do not have the effect of distorting income or expenses (taking into account the Closing Datetransactions contemplated by this Agreement), except that Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Seller Sellers will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller Sellers will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a the Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar other Tax Attributes of the Acquired Company arising in the Pre-Closing Period (otherwise than as a result of any event, transaction or circumstance occurring in any Post- Closing Period) which are not taken into account or otherwise reflected in the Purchaser Estimated Closing Balance Sheets as finally determined pursuant to Section 2.3(b) (assuming for the purposes of this sentence that such Tax Attributes attributes are not used to reduce Taxes in a the Post-Closing Period after taking into account any applicable limitations on the use of such Tax AttributesPeriod). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result payment required to be made under this Section 9.1 will be made on (i) the later of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than date falling five (5) days prior Business Days after notice is served by the relevant indemnifying party on the other and the date falling in a case where there is a liability to make a payment of or on account of Taxes three (3) Business Days before the last date upon which such payment is or would, but for the utilization of a Post Closing Tax Attribute, be required to be made in order to prevent a liability to fines, interest or penalties arising or (ii) the earliest date on which Taxes would have been reduced had the relevant Tax Attribute been available (assuming for these purposes that the relevant Acquired Company would have been in a position to utilize such Tax Attribute). Any payment made after the due date specified in this Section 9.1(e) will carry interest at a rate of one percent (1%) above the base lending rate of JPMorgan Chase Bank, N.A. from time to time from the due date to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxesactual payment (both dates inclusive). (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supplyNotwithstanding anything contrary herein, all representations contained in Section 3.11 and the amount indemnification obligations set forth in this Article 9 will survive until thirty (30) days after the after the expiration of the VAT will be borne by the recipient applicable statute of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Lawlimitation.

Liability and Indemnification for Taxes. (a) If the Closing occurs, and subject to Section 8.4 and the limitations expressly set forth in Sections 8.5(b) and 9.1(d), the Seller will indemnify the Purchaser Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Pre-Closing Period (except (a) to the extent any such Taxes are reserved or accrued as a current liability on the Final Closing Net Working Capital, and (b) for any VAT (other than VAT arising from the transfer of Other Purchased Assets and which shall be dealt with in accordance with Section 2.10) recoverable in the ordinary course of business of the Acquired Company), including all Taxes relating to the termination of the domination and profit and loss pooling agreements that the Acquired Company is a party to, (ii) all Taxes that are Excluded Liabilities, and (iii) all Taxes arising solely out of or due to any breach of any covenant of the Seller set forth in this Agreement. (b) If the Closing occurs, and subject to Section 8.4, the Purchaser will indemnify the Seller Indemnified Parties against all Losses for (i) all Taxes of the Acquired Company that are attributable to any Post-Closing Period, except to the extent that such Losses for Taxes are attributable to any breach of the Seller’s representations and warranties in Section 3.12, (ii) all Taxes that are Assumed Liabilities, (iii) all Transfer Taxes, and (iv) all Taxes arising solely out of or due to any breach of any covenant of the Purchaser set forth in this Agreement. (c) With respect to any Straddle Period, any Losses for Taxes will be allocated between a Pre-Closing Period and a Post-Closing Period by closing the books at the end of the Closing Date, except that Tax items of a periodic nature, such as property taxes or depreciation allowances calculated on an annual basis, will be allocated by apportioning a pro-pro- rata portion of such Taxes to each day in the relevant Straddle Period. This Section 9.1(c) does not apply to Transfer Taxes or VAT as a result of the transactions contemplated by this Agreement, which are the sole responsibility of the Purchaser under the provisions of Sections 9.1(e) and 9.1(f). (d) The Seller will not be required to indemnify the Purchaser Indemnified Parties for reductions in any Tax Attributes. The Seller will not be required to indemnify the Purchaser Indemnified Parties against Losses for Taxes attributable to a Pre-Closing Period to the extent such Losses for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax Attributes of the Acquired Company arising in the Pre-Closing Period (assuming for the purposes of this sentence that such Tax Attributes are not used to reduce Taxes in a Post-Closing Period after taking into account any applicable limitations on the use of such Tax Attributes). (e) Any applicable transfer or similar Taxes that are, or become due and payable as a result of the transactions contemplated by this Agreement, including real estate transfer taxes, whether such Taxes are imposed by Law on the Seller, the Share Selling Affiliate, the Purchased Assets, the Purchaser or any Designated Affiliate (other than VAT, which is addressed in subsection (f) hereof) (such Taxes, the “Transfer Taxes”), will be borne by the Purchaser. The Purchaser will pay to the Seller the amount of any Transfer Taxes which the Seller or the Share Selling Affiliate is required to remit no later than five (5) days prior to the date such Transfer Taxes are due. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, reduction or exemption from any such Transfer Taxes, and for timely making and filing all Tax Returns that may be required to comply with Laws relating to such Transfer Taxes. (f) The amount of any payment for a supply of goods or services or the value of any supply made or deemed to have been made pursuant to this Agreement or any Ancillary Agreement will be exclusive of any VAT properly chargeable on the supply, and the amount of the VAT will be borne by the recipient of the relevant goods or services in addition to any payment due under this Agreement or any Ancillary Agreement at the time the supply is made. In the event that any VAT is imposed upon or imposed against such recipient, the supplier of the relevant goods or services will promptly notify the recipient of the VAT amount on a valid VAT invoice (unless the reverse charge procedure applies). Upon receipt thereof, the recipient will promptly remit to the supplier the amount specified in such VAT invoice, and the supplier will make, or will cause to be made, any payments to the applicable Governmental Authorities as required under applicable Law.