Common use of Liability for Taxes and Related Matters Clause in Contracts

Liability for Taxes and Related Matters. (i) Seller's Indemnification of Purchaser. Seller shall be liable for and indemnify Purchaser for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date. Seller shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Seller is required to indemnify Purchaser under this Article VIII. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i), the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit of such refunds, credits or offsets.

Liability for Taxes and Related Matters. (ia) Seller's Indemnification of Purchaser. Seller shall will be liable for and indemnify Purchaser Buyer for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries Company and Taxes resulting from the Group Subsidiaries Company ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), ’s Group) (i) imposed on Seller’s Group (other than Taxes the Company) for which there are Reserves as of the Closing Date, any taxable year and (ii) imposed on the Group Subsidiaries Company or for which the Group Subsidiaries Company may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date. Seller shall will also indemnify, defend and hold harmless Purchaser Buyer from all costs and expenses incurred by Purchaser Buyer (including reasonable attorneys' ’ fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Seller is required to indemnify Purchaser Buyer under this Article VIII. V. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i5.1(e), the amount or economic benefit of Seller is entitled to any refunds, credits or offsets in respect refund of Taxes of the Group Subsidiaries Company received for such periods shall periods. (b) Buyer will be liable for and indemnify Seller for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries Company for such periods attributable any taxable year or period that begins after the Closing Date and, with respect to any Group Subsidiary's treatment taxable year or period beginning before and ending after the Closing Date, the portion of finance charges related to credit card receivables (i.e.such taxable year beginning after the Closing Date. Buyer will also indemnify, grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs defend and expenses incurred, and shall indemnify hold harmless Seller for from all costs and expenses incurred by Seller (including reasonable attorneys attorneys’ fees and expenses), ) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Buyer is required to indemnify Seller under this Article V. Buyer is entitled to any refund of Taxes of the pursuit Company received for such periods. (c) For purposes of paragraphs (a) and (b), whenever it is necessary to determine the liability for Taxes based on or measured by income or receipts of the Company for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date will be determined based on an interim closing of the books as of, and by assuming that the Company had a taxable year or period which ended at the close of, the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such refundsas the deduction for depreciation, and all other Taxes will be apportioned on a time basis (with appropriate adjustments for any changes in assets or liabilities). (d) Any payment by Buyer or Seller under this Article V will be an adjustment to the Purchase Price which will be effected in a manner identical to that provided in Section 9.2 or 9.3 (as applicable). (e) If Seller becomes entitled to a refund or credit of Taxes (or other reduction in Tax liability) for any period for which it is liable under Section 5.1(a) to indemnify Buyer and such Taxes are attributable solely to the carryback of losses, credits or offsetssimilar items attributable to the Company and from a taxable year or period that begins after the Closing Date (or that portion of the current taxable year that begins on the day after the Closing Date), Seller will promptly pay to Buyer the amount of such refund or credit together with any interest thereon, computed at 8.00% per annum. At Buyer’s request, Seller shall cooperate with Buyer and the Company in obtaining such Tax refund or credit (or other reduction in Tax liability), including through the preparation and filing of amended Tax Returns and claims for refund. In the event that any refund or credit of Taxes for which a payment has been made from Seller to Buyer under this Section 5.1(e) is subsequently reduced or disallowed, Buyer will indemnify and hold harmless Seller for any tax liability, including interest and penalties, assessed against Seller by reason of the reduction or disallowance. (f) Seller will file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending on or before the Closing Date and will pay any Taxes due in respect of such Tax Returns and shall prepare and file such Tax Returns in a manner consistent with past practice (except as required by a change in applicable Law). Buyer will file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date and will pay any Taxes due in respect of such Tax Returns. Seller will pay Buyer the Taxes for which Seller is liable pursuant to Section 5.1(a), but which are payable with Tax Returns to be filed by Buyer pursuant to the previous sentence within 10 days prior to the due date for the filing of such Tax Returns. (g) Buyer will promptly notify Seller in writing upon receipt by Buyer, any of its Affiliates or the Company of notice of any pending or threatened federal, state or local tax audits or assessments which may materially affect the tax liabilities of the Company for which Seller would be required to indemnify Buyer pursuant to Section 5.1(a), provided that failure to comply with this provision will not affect Buyer’s right to indemnification hereunder. Seller has the sole right to represent the Company’s interests in any tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its expense, but Buyer shall have the right to participate in such proceeding at its own expense. Notwithstanding the foregoing, Seller may not settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Buyer or the Company for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent may not be unreasonably withheld, and will not be necessary to the extent that Seller has indemnified Buyer against the effects of any such settlement. (h) Seller may participate at its expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to Section 5.1(a) and, with the written consent of Buyer (which consent may be withheld in Buyer’s sole and absolute discretion), and at its sole expense, may assume the entire defense of such tax claim. Neither Buyer nor the Company may agree to settle any tax claim for the portion of the year or period ending after the Closing Date which may be the subject of indemnification by Seller under Section 5.1(a) without the prior written consent of Seller, which consent may not be unreasonably withheld.

Liability for Taxes and Related Matters. (i) Seller's Indemnification RAC shall prepare in a manner consistent with past practice of Purchaser. Seller shall Crown Bank, and timely file all Tax Returns required to be filed by Crown Bank, the due date of which (without extensions) occurs on or before the Closing Date and be liable for and indemnify Purchaser for shall pay all Taxes (including, without limitation, including any obligation to contribute to the payment of a tax Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Crown Bank Group Subsidiaries and Taxes resulting from the Group Subsidiaries Crown Bank ceasing to be a member of the Seller's affiliated groupCrown Bank Group (x) imposed on Crown Bank, or for which Crown Bank may otherwise be liable, for any Pre-Closing Tax Period, or (y) imposed on any Person (other than Crown Bank) that was a member of an affiliated, combined or consolidated group of which Crown Bank was a member prior to the Closing Date, for any taxable year, or (z) imposed as a result of or attributable to the 338 Elections and Section 338(h)(10) Election described herein. Prior to the due date for filing any state law equivalent), other than Taxes Tax Returns for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable year or period that ends on or before periods prior to the Closing Date andother than Crown Bank’s final federal and state income tax returns, as described below, RAC shall make available to Acquiror a draft of such Tax Returns. Acquiror shall have the opportunity to review and comment on the draft of such Tax Returns. RAC also will prepare or cause to be prepared Crown Bank’s final federal and state income tax returns for the period through the Closing Date and will make available to Acquiror drafts of such returns for its and his review and approval prior to filing (which approval will not be unreasonably withheld or delayed). RAC shall reimburse Acquiror upon demand for any Taxes attributable to Pre-Closing Tax Periods paid by Acquiror to the extent they exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect temporary differences between book and Tax income). (ii) Acquiror shall prepare and file or cause to be filed all Tax Returns that are required to be filed by or with respect to Crown Bank for taxable years or periods ending after the Closing Date other than Tax Returns with respect to a taxable period for which a consolidated, unitary or combined income Tax Return of RAC will include the operation of Crown Bank and shall remit any Taxes due in respect of such Tax Returns. With respect to any Tax Return that covers a taxable year or period beginning before and ending after the Closing Date, Acquiror shall provide a copy of such Tax Return to RAC at least 30 days prior to the due date (including applicable extensions) for the filing thereof, and RAC shall have the right to approve (which approval shall not be unreasonably withheld, delayed or conditioned) such Tax Return to the extent that it relates to the portion of such the taxable year or period ending on and including the Closing Date. Seller RAC shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection with pay Acquiror the amount of any liability to, or claim by, any taxing authority, for Taxes for which Seller RAC is required liable pursuant to indemnify Purchaser under this Article VIII. Except as otherwise set forth in Section 8.2(v5.06(a) or in but which are payable with Tax Returns to be filed by Acquiror pursuant to this Section 8.2(i5.06(b)(ii) within ten days prior to the due date for the filing of such Tax Returns. (iii) Acquiror shall be liable for and shall pay all Taxes of Crown Bank for any Post-Closing Tax Period. Acquiror shall be entitled to any refund of Taxes of Acquiror or Crown Bank (net of Taxes payable by Acquiror or Crown Bank thereon) received in respect of any Post-Closing Tax Period. (iv) In the case of any taxable period that includes (but does not end on) the Closing Date (the “Straddle Period”), the amount or economic benefit of any refundsTaxes based on or measured by income or gross receipts of Crown Bank for the Pre-Closing Tax Period portion of the Straddle Period shall be based on an interim closing of the books as of the close of business of the Closing Date and the amount of other Taxes of Crown Bank for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period, credits or offsets multiplied by a fraction the numerator of which is the number of days in respect the Taxable Period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. (v) Acquiror shall be entitled to any refund of Taxes paid by Crown Bank, computed using the separate taxable income rules of Treas. Reg. Sec. 1.1502-12, to the Group Subsidiaries for such periods shall be for extent attributable to the account carry back or carry forward of the Seller. Notwithstanding the foregoing, the amount a net operating loss or economic benefit any other carry back or carry forward of any refundsother tax attribute of Crown Bank arising in its final tax year or any prior tax year, credits also as computed using the separate taxable income rules of Treas. Reg. Sec. 1.1502-12. (vi) Any payment by Acquiror to RAC, or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable by RAC to any Group Subsidiary's treatment of finance charges related Acquiror, pursuant to credit card receivables this Section 5.06(a) (i.e., grace period interestother than interest payments) shall be for treated by the account parties as an adjustment to the Transaction Consideration paid to or received by RAC, as the case may be. (vii) RAC and RGF, on the one hand, and Acquiror, on the other hand, shall each pay one-half of Purchaser; providedany transfer, howeverdocumentary, that Purchaser sales, use, stamp, registration and similar taxes arising from the sale of the shares of Crown Bank Common Stock. (viii) Each party shall bear all be entitled to recover its reasonable costs and expenses, including reasonable costs and expenses incurredof counsel, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with to enforce the pursuit of such refunds, credits or offsetsother party’s obligations under this Section 5.06.

Liability for Taxes and Related Matters. The Selling Stockholders represent and warrant and agree for the benefit of the Purchaser that: (ia) Seller's Indemnification of Purchaser. Seller shall be liable for and indemnify Purchaser for all Taxes (including, without limitation, any obligation The Selling Stockholders have caused the Company to contribute make available to the payment Purchaser and its representatives for review copies of a tax determined on a consolidated, combined all Tax Returns filed by the Company. (b) All Taxes that accrue or unitary basis with are payable by the Company (x) in respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable year or period that ends end on or before the Closing Date andand (y) for any taxable period that begins before the Closing Date and ends thereafter, to the extent such Taxes are attributable to the portion of such period ending on the Closing Date as described in the following sentence, have or will have been timely paid on or before the Closing Date unless a reserve for the amount of such Tax has been established therefor in the Balance Sheet as of November 30, 1999 of the Company as delivered to the Purchaser hereunder. In the case of Taxes that are payable with respect to any a taxable year or period beginning that begins before the Closing and ending ends after the Closing DateClosing, the portion of such Taxes payable for the period ending on the Closing shall be (i) in the case of any Tax based upon or measured by income, and in the case of any sales or use tax, the amount which would be payable if the taxable year ended as of the end of the Closing and (ii) in the case of any other Tax, such as property, the amount of such tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on and including the Closing Date. Seller shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser the denominator of which is the number of days in the entire period. (including reasonable attorneys' fees and expensesc) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Seller is required to indemnify Purchaser under this Article VIII. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(iSchedule 5.3(c), all Tax Returns have been audited by the amount applicable Governmental Authority or economic benefit the applicable statue of limitations has expired for the period covered by such Tax Returns, and there is not in force any extension of time with respect to the due date for the filing of any refundsTax Return or any waiver or agreement for any extension of time for the assessment or payment of any Tax due with respect to the period covered by any Tax Return and the Company has not required any extension of time within which to file any Tax Return that is currently pending. (d) There is no deficiency, credits assessment or offsets in claim asserted against the Company for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed or threatened with respect of to any Taxes of the Group Subsidiaries for Company except to the extent adequate liabilities or reserves with respect thereto are accrued on the above-mentioned Balance Sheet or the deficiency or claim meets each of the following conditions: (i) such periods shall deficiency or claim is being contested in good faith by appropriate proceedings, (ii) no such accrual is required on such Balance Sheet and (iii) the nature and amount of the disputed Tax is set forth in Schedule 5.3(d). (e) The Company has not filed a consent under Code Section 341(f) concerning collapsible corporations and the Company has not made any payments, nor is it obligated to make any payments, and is not a party to any agreement that could obligate it to make any payments that will not be deductible under Code Section 280G. (f) The Company (i) has not been a member of any affiliated group filing a consolidated federal income Tax Return and (ii) does not have any liability for the account Taxes of any other person as defined in Section 770(a)(1) of the SellerCode under Treas. Notwithstanding the foregoingReg. ss. 1. 1502-6 (or any similar provision of state, the amount local or economic benefit of any refundsforeign law), credits as a transferee or offsets in respect of Taxes successor, by contact, or otherwise. (g) None of the Group Subsidiaries for such periods attributable assets of the Company (i) are required to be treated as being owned by any Group Subsidiary's treatment other person pursuant to the so-called safe harbor lease provisions of finance charges related to credit card receivables former Section 168(f)(8) of the Code, (i.e., grace period interestii) shall be for secures any debt the account interest on which is tax-exempt under Code Section 103(a) or (iii) is tax-exempt use property within the meaning of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expensesCode Section 168(h), in connection with the pursuit of such refunds, credits or offsets.

Liability for Taxes and Related Matters. (ia) Seller's Indemnification of Purchaser. Seller Sellers shall be liable for and indemnify the Purchaser for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries either Pioneer Company and Taxes resulting from the Group Subsidiaries either Pioneer Company ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), Sellers' Group): (i) imposed on Sellers' Group (other than Taxes the Pioneer Companies) for which there are Reserves as of the Closing Date, any taxable year and (ii) imposed on the Group Subsidiaries Pioneer Companies or for which the Group Subsidiaries Pioneer Companies may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date. Seller Sellers shall also indemnify, defend and hold harmless the Purchaser from all costs and expenses incurred by the Purchaser (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Seller is Sellers are required to indemnify the Purchaser under this Article VIIISection 6. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i6.1(e), the amount or economic benefit of Sellers shall be entitled to any refunds, credits or offsets in respect refund of Taxes of the Group Subsidiaries Pioneer Companies received for such periods periods. Indemnification made pursuant to this Section 6.1(a) shall be made in accordance with Section 11 below. (b) The Purchaser shall be liable for and indemnify Sellers for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries Pioneer Companies for such periods attributable any taxable year or period that begins after the Closing Date and, with respect to any Group Subsidiary's treatment taxable year or period beginning before and ending after the Closing Date, the portion of finance charges related to credit card receivables (i.e., grace period interest) shall be for such taxable year beginning after the account of Purchaser; provided, however, that Closing Date. The Purchaser shall bear all costs also indemnify, defend and expenses incurred, and shall indemnify Seller for hold harmless Sellers from all costs and expenses incurred by Seller Sellers (including reasonable attorneys attorneys' fees and expenses), ) in connection with any liability to, or claim by, any taxing authority, for Taxes for which the pursuit Purchaser is required to indemnify Sellers under this Section 6. The Purchaser shall be entitled to any refund of Taxes of the Pioneer Companies received for such refundsperiods. (c) For purposes of paragraphs (a) and (b) above, whenever it is necessary to determine the liability for Taxes of the Pioneer Companies for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Pioneer Companies for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Pioneer Companies had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (d) If Sellers become entitled to a refund or credit of Taxes for any period for which it is liable under Section 6.1(a) to indemnify the Purchaser and such Taxes are attributable solely to the carryback of losses, credits or offsetssimilar items attributable to the Pioneer Companies and from a taxable year or period that begins after the Closing Date, Sellers shall promptly pay to the Purchaser the amount of such refund or credit together with any interest thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, the Purchaser shall indemnify and hold harmless Sellers for any tax liability, including interest and penalties, assessed against Sellers by reason of the reduction or disallowance. (e) Sellers shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Pioneer Companies for taxable years or periods ending on or before the Closing Date and shall pay any Taxes due in respect of such Tax Returns, and the Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Pioneer Companies for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. Sellers shall pay the Purchaser the Taxes for which Sellers are liable pursuant to Section 6.1(a) but which are payable with Tax Returns to be filed by the Purchaser pursuant to the previous sentence within ten days prior to the due date for the filing of such Tax Returns. (f) The Purchaser shall promptly notify Sellers in writing upon receipt by the Purchaser, any of its Affiliates or the Pioneer Companies of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Pioneer Companies for which Sellers would be required to indemnify the Purchaser pursuant to Section 6.1(a), provided, that failure to comply with this provision shall not affect the Purchaser's right to indemnification hereunder except and to the extent such delay is prejudicial to Sellers. Seller shall have the sole right to represent the Pioneer Companies' interests in any tax audit or administrative proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its expense. Notwithstanding the foregoing, Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Purchaser or the Pioneer Companies for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that Sellers have indemnified the Purchaser against the effects of any such settlement. Sellers shall be entitled to participate at their expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Sellers pursuant to Section 6.1(a) and, with the written consent of the Purchaser, and at their sole expense, may assume the entire defense of such tax claim. Neither the Purchaser nor the Pioneer Companies may agree to settle any tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Sellers under Section 6.1(a) without the prior written consent of Sellers, which consent shall not be unreasonably withheld.

Liability for Taxes and Related Matters. (ia) Seller's Indemnification Notwithstanding any other provision of Purchaser. this Agreement, Seller shall be liable for and indemnify Purchaser for shall indemnify, defend and hold harmless Buyer and the Company and any of its Subsidiaries from and against any and all Tax Claims and Losses and without duplication, any and all Taxes (including, without limitationin each case, any obligation to contribute to the payment of a tax Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Company and any of its Subsidiaries and Taxes resulting from the Group Company or any of its Subsidiaries ceasing to be a member of any affiliated, combined or consolidated group of which the Seller's affiliated groupCompany or any of its Subsidiaries was a member), in each case, (i) imposed on the Company or any of its Subsidiaries, or attributable for which the Company or any of its Subsidiaries may otherwise be liable, for any Pre-Closing Tax Period, (ii) imposed on any corporation (other than the Company) that was a member of an affiliated, combined or consolidated group of which the Company was a member prior to the 338 Elections Closing Date, for any taxable year, and any state law equivalent), (iii) transfer Taxes arising out of the consummation of the transactions contemplated by this Agreement. (b) Buyer shall be liable for and shall indemnify (pursuant to Section 9.2 hereof) Seller for all Taxes of the Company (other than Taxes for which there are Reserves as Seller is responsible pursuant to this Section 10.2) for any Post-Closing Tax Period. (c) Whenever it is necessary for purposes of this Section 10.2 to determine the Liability for Taxes of the Closing Date, imposed on the Group Company or any of its Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any a taxable year or period that ends begins on or before the Closing Date and, with respect to any taxable year or period beginning before and ending ends after the Closing Date, the portion of such determination shall be made by assuming that the Company or the subsidiary in question had a taxable year ending or period which ended at the close of business on and including the Closing Date. Seller , except that exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation) shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser be apportioned on the basis of the number of days elapsed. (including reasonable attorneys' fees and expensesd) in connection with Buyer shall be entitled to any liability to, or claim by, any taxing authority, for Taxes for which Seller is required to indemnify Purchaser under this Article VIII. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i), the amount or economic benefit of any refunds, credits or offsets in respect refund of Taxes of the Group Subsidiaries for such periods Company received in respect of any Post-Closing Tax Period. Seller shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of entitled to any refunds, credits or offsets in respect refund of Taxes of the Group Subsidiaries for Company (net of Taxes payable by the Company thereon) received in respect of any Pre-Closing Tax Period, except to the extent that such periods refund is reflected as an asset in the Final Closing Balance Sheet and results in a positive adjustment to the Cash Purchase Price. With respect to any loss, credit or similar item attributable to a Post-Closing Tax Period, the Company shall elect to relinquish the entire carryback period with respect to such loss, credit or similar item for any Group Subsidiary's treatment of finance charges related Pre-Closing Tax Period. (e) Any payment by Buyer to credit card receivables Seller, or by Seller to Buyer, under this Agreement (i.e., grace period interestother than interest payments) shall be treated by the parties as an adjustment to the consideration paid to or received by the parties, as the case may be for the account of Purchaser; providedall federal, howeverstate, that Purchaser shall bear all costs local and expenses incurredforeign Tax purposes, and the parties agree to file their Tax Returns accordingly. (f) In calculating the amount of payments made to any Indemnified Party under this Article X, such payments: (i) shall indemnify Seller for all costs be reduced by (A) applying any reserves and expenses incurred allowances specifically related to such matter to the extent reflected on the Final Closing Balance Sheet and resulting in a reduction in the Cash Purchase Price, (B) the amount of any Tax benefits or Tax losses that the Indemnified Party actually realizes as a result of the incurrence of Damages from which indemnification is sought, and (C) any amounts recoverable by Seller the Indemnified Party from any third party (including insurance proceeds net of any increase in insurance premiums and any costs of obtaining such insurance proceeds) as a result of the facts or circumstances giving rise to the Damages; and (ii) shall be increased by the amount of any increase in the Tax Liability of the Indemnified Party with respect to the receipt of payments of the Damages related to the claim giving rise thereto. (g) Buyer agrees that it shall use commercially reasonable attorneys fees and expenses), in connection efforts to timely pursue all remedies against any applicable insurer or third party with the pursuit of such refunds, credits or offsets.respect to any claim for which it may be entitled to indemnification pursuant to this Article X before making a claim pursuant to this Article X.

Liability for Taxes and Related Matters. (ia) Seller's Indemnification of PurchaserVitalWorks shall prepare or cause to be prepared all Tax Returns relating to the Purchased Assets for periods ending on or prior to the Closing. (b) VitalWorks shall prepare and file all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any taxable period that begins before the Closing and ends after the Closing (each such taxable period, a "Straddle Period", and such Taxes, "Straddle Period Taxes"), whether imposed or assessed before or after the Closing. Seller Purchaser shall be liable for and shall indemnify Purchaser VitalWorks, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for all (i) in the case of any Straddle Period Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Straddle Period Taxes based upon income or receipts, the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which there are Reserves as is the number of days in the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable year or Tax period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Dateand the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Straddle Period Taxes based upon or related to income or receipts, the amount which would be payable if the relevant Tax period began after the Closing. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing. All determinations necessary to give effect to the foregoing allocations shall be made in a manner that does not accelerate deductions or defer income. With respect to any such Straddle Period returns or filings, Purchaser shall pay to VitalWorks, not later than five (5) Business Days before the due date for payment of such Straddle Period Taxes, an amount equal to the portion of such taxable year ending on and including the Closing Date. Seller shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Straddle Period Taxes for which Seller Purchaser is required to indemnify Purchaser liable under this Article VIIISection 8.2(b), and VitalWorks shall, following the filing thereof, furnish to Purchaser a copy of such return or other filing and a copy of a receipt showing payment of any such Straddle Period Tax. Except as otherwise set forth For the avoidance of doubt, sales and use Taxes (the liability for which is provided in Section 8.2(v2.4(f) or in and 2.5(e)) shall not be considered Straddle Period Taxes for purposes of this Section 8.2(i8.2(b), the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit of such refunds, credits or offsets.

Liability for Taxes and Related Matters. (a) Except to the extent of any amounts reserved for Taxes (other than reserves for deferred taxes, if any) on the Closing Statement, Parent and Seller shall be responsible for and indemnify and hold harmless Purchaser, against any and all liability (including reasonable fees for attorneys and other outside consultants incurred in contesting or otherwise in connection with any such liability as reasonably agreed to by Seller and parent) for (i) Seller's Indemnification of Purchaser. Seller shall be liable for and indemnify Purchaser for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable Taxable year or period that ends ending on or before the Closing Date andDate, (ii) Taxes relating to the Purchased Assets for any Taxable year or period ending on or before the Closing Date, (iii) with respect to any taxable Taxable year or period beginning before and ending after the Closing Date, Taxes of the Subsidiaries and Taxes relating to the Purchased Assets for the portion of such taxable year period ending on and including the Closing Date, (iv) all income, franchise or similar Taxes measured by income or gain realized on the deemed sale of assets resulting, directly or indirectly, from the Elections, (v) all liability for income Taxes of Seller or any affiliate (other than liability for Income Taxes of the Subsidiaries arising out of a Post-closing Period) thereof arising from the application of Treasury Regulations ss. 1.1502-6 or any analogous state or local tax provision. Seller shall also indemnify, defend and hold harmless Purchaser from be entitled to all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection refunds with any liability to, or claim by, any taxing authority, for respect to Taxes for which Seller is required has responsibility hereunder, other than refunds resulting from carrybacks from taxable years beginning after the Closing Date. (b) Purchaser shall be liable for and indemnify Seller for the Taxes (and reasonable fees for attorneys and other outside consultants incurred in contesting or otherwise in connection with an such liability as reasonably agreed to indemnify Purchaser under this Article VIII. Except as otherwise set forth in Section 8.2(vby Purchaser) or in this Section 8.2(ithat are not allocated to Seller pursuant to Paragraph (a). (c) For purposes of Sections 11.10(a) and 11.10(b), whenever it is necessary to determine the amount or economic benefit of any refunds, credits or offsets in respect of liability for Taxes of the Group Subsidiaries or Taxes relating to the Purchased Assets for a portion of a Taxable year or period that begins before and ends after the Closing Date, the determination of such periods Taxes for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be for determined by assuming that the account Seller, or the Subsidiaries, as applicable, had a Taxable year or period which ended at the close of the Seller. Notwithstanding Closing Date, except that (A) exemptions, allowances or deductions that are calculated on an annual basis, such as the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries deduction for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurreddepreciation, and shall indemnify Seller for (B) all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit of such refunds, credits or offsets.taxes that are imposed on a periodic basis with

Liability for Taxes and Related Matters. (ia) Seller's Indemnification of PurchaserSeller shall prepare, or cause to be prepared, all Tax Returns relating to the Assets for periods ending on or prior to the Closing Date. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for any Taxes related to the Assets, Seller or any Seller Group attributable to periods ending on or prior to the Closing Date. (b) Purchaser for shall prepare and file, or shall cause to be filed all Taxes (Tax Returns relating to the Assets, including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidatedall real property Taxes, combined personal property Taxes or unitary basis similar ad valorem obligations levied with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated groupAssets, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable year or period that ends on or begins before the Closing Date andand ends after the Closing Date (each such taxable period, with respect to any taxable year a "Straddle Period", and such Taxes, "Straddle Period Taxes"), whether imposed or period beginning assessed before and ending or after the Closing Date, other than Straddle Period Tax Returns that Seller is required to file by applicable law. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for (i) in the case of any Straddle Period Taxes other than Straddle Period Taxes based upon income or receipts, the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Straddle Period Taxes based upon or related to income or receipts, the amount that would be payable if the relevant Tax period ended as of the close of business on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner that does not accelerate deductions or defer income. With respect to any such Straddle Period returns or filings, the non-filing party shall pay to the filing party, not later than five Business Days before the due date for payment of such Straddle Period Taxes, an amount equal to the portion of such taxable year ending on and including the Closing Date. Seller shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Straddle Period Taxes for which Seller the non-filing party is required to indemnify Purchaser liable under this Article VIII. Except as otherwise set forth in Section 8.2(v) 7.2, and the filing party shall, promptly following the filing thereof, furnish to the non-filing party a copy of such return or in this Section 8.2(i), the amount or economic benefit other filing and a copy of a receipt showing payment of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit of such refunds, credits or offsetsStraddle Period Tax.

Liability for Taxes and Related Matters. (ia) Seller's Indemnification of PurchaserSeller shall prepare, or cause to be prepared, all Tax Returns relating to the Assets for periods ending on or prior to the Closing Date. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for any Taxes related to the Assets, Seller or any Seller Group attributable to periods ending on or prior to the Closing Date. (b) Purchaser for shall prepare and file, or shall cause to be filed all Taxes (Tax Returns relating to the Assets, including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidatedall real property Taxes, combined personal property Taxes or unitary basis similar ad valorem obligations levied with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated groupAssets, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable year or period that ends on or begins before the Closing Date andand ends after the Closing Date (each such taxable period, with respect to any taxable year a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or period beginning assessed before and ending or after the Closing Date, other than Straddle Period Tax Returns that Seller is required to file by applicable law. Seller shall be liable for and shall indemnify Purchaser, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for (i) in the case of any Straddle Period Taxes other than Straddle Period Taxes based upon income or receipts, the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Straddle Period Taxes based upon or related to income or receipts, the amount that would be payable if the relevant Tax period ended as of the close of business on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner that does not accelerate deductions or defer income. With respect to any such Straddle Period returns or filings, the non-filing party shall pay to the filing party, not later than five Business Days before the due date for payment of such Straddle Period Taxes, an amount equal to the portion of such taxable year ending on and including the Closing Date. Seller shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Straddle Period Taxes for which Seller the non-filing party is required to indemnify Purchaser liable under this Article VIII. Except as otherwise set forth in Section 8.2(v) 7.2, and the filing party shall, promptly following the filing thereof, furnish to the non-filing party a copy of such return or in this Section 8.2(i), the amount or economic benefit other filing and a copy of a receipt showing payment of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit of such refunds, credits or offsetsStraddle Period Tax.

Liability for Taxes and Related Matters. (ia) SellerCKE's Indemnification of PurchaserStar. Seller CKE shall be liable for and indemnify Purchaser Star for all Taxes (as hereinafter defined) (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Star Group Subsidiaries and Taxes resulting from the members of the Star Group Subsidiaries ceasing to be a member members of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, CKE Group) (i) imposed on the CKE Group Subsidiaries (other than the members of the Star Group) for any taxable year and (ii) imposed on the Star Group or for which the Star Group Subsidiaries may otherwise be liable for any taxable year or period that ends on or before the Closing Effective Date and, with respect to any taxable year or period beginning before and ending after the Closing Effective Date, the portion of such taxable year ending on and including the Closing Effective Date. Seller CKE shall also indemnify, defend and hold harmless Purchaser Star from all costs and expenses incurred by Purchaser Star (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Seller CKE is required to indemnify Purchaser Star under this Article VIIISection 3.1(a). Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i3.1(d), the amount or economic benefit of CKE shall be entitled to any refunds, credits or offsets in respect refund of Taxes of the Star Group Subsidiaries received for such periods periods. (b) Star's Indemnification of CKE. Star shall be liable for and indemnify CKE for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Star Group Subsidiaries for such periods attributable any taxable year or period that begins after the Effective Date and, with respect to any Group Subsidiary's treatment taxable year or period beginning before and ending after the Effective Date, the portion of finance charges related to credit card receivables (i.e.such taxable year beginning after the Effective Date. Star shall also indemnify, grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs defend and expenses incurred, and shall indemnify Seller for hold harmless CKE from all costs and expenses incurred by Seller CKE (including reasonable attorneys attorneys' fees and expenses), ) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Star is required to indemnify CKE under this Section 3.1(b). Star shall be entitled to any refund of Taxes of the pursuit of Star Group received for such refunds, credits or offsetsperiods.

Liability for Taxes and Related Matters. (ia) Seller's Indemnification of Purchaser. Seller shall be liable for and indemnify Purchaser for timely pay(i) all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on or incurred by the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable Company for any taxable year or period that ends for purpose of computing Taxes ending on or before the Closing Date and(including any Taxes which are solely attributable to the election under Section 338(h)(10) of the Code for the Company or any analogous elections under state law), with respect to (ii) (A) all Taxes for which the Company is liable by reason of having been a member of an affiliated, combined, unitary or other group, and (B) income Taxes of another Person for which the Company is liable as transferee or successor or by contract, for any taxable year period ending on or before the Closing Date and (iii) a portion, determined as described below, of any other Taxes which are imposed on or incurred by the Company for any period beginning for purposes of computing Taxes which begins before and ending ends after the Closing DateDate (a "STRADDLE PERIOD"). Buyer shall be liable for all other Taxes which are imposed on or incurred by the Company and for any Taxes incurred as the result of Buyer causing any sale, exchange, or distribution of the assets of the Company on the Closing Date other than Taxes resulting solely from an election under Section 338(h)(10) of the Code or analogous elections under state law. Should any other Taxes be imposed on or incurred by the Company for any Straddle Period, Seller shall be liable for only the portion of such Taxes (which shall in no event exceed the amount of Taxes being apportioned) which is attributable to the taxable year events and activities (including based upon or related to income or receipts) which occurred during the Straddle Period and on or before the Closing Date; provided that ad valorem Taxes and state franchise Taxes (other than franchise Taxes measured by net income) and any other Taxes computed in a similar manner as ad valorem Taxes and state franchise Taxes (other than franchise Taxes measured by net income) ("SIMILAR TAXES") shall be determined by prorating such Taxes for a Straddle Period on a daily basis. Any allocation of income, deductions or other Tax items required to determine any Taxes attributable to any period including or ending on the Closing Date shall be made by means of a closing of the books of the Company as of the Closing Date. (b) Seller shall indemnify Buyer and including the Company, and Buyer shall indemnify Seller, in respect of the Taxes for which the indemnifying party is liable pursuant to Section 9.2(a) and for the reasonable fees and expenses of the indemnitee's advisors which are incurred thereby in connection with obtaining such payment. In addition, the amount of such payment shall be increased by the amount if any which is necessary so that after the payment by the indemnitee of Taxes which the indemnitee incurs as a result of receipt of the payments pursuant to this Section 9.2(b) such indemnitee will retain the amount which is described in the first sentence of this Section 9.2(b). (c) If Buyer or any affiliate of Buyer receives a refund of any Taxes described in the first sentence of Section 9.2(a), then Buyer shall cause the amount of such refund to be paid to Seller promptly after receipt of such refund. If Seller or any affiliate of Seller receives a refund of any Taxes described in the second sentence of Section 9.2(a), then Seller shall cause the amount of such refund to be paid to Buyer promptly after receipt of such refund. (d) Seller shall be responsible for the preparation (in accordance with past practices) and filing of all Tax Returns for the Company for periods for purposes of computing Taxes ending on or before the Closing Date. Seller shall also indemnifyinclude the Company in the filing of its consolidated federal income Tax Return and shall cause the Company to be included in any combined, defend and hold harmless Purchaser from all costs and expenses incurred unitary or consolidated state, local or foreign Tax Returns required or permitted to be filed by Purchaser (the Seller for the Company's periods or portions thereof ending on or including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Seller is required to indemnify Purchaser under this Article VIIIthe Closing Date. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i), the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods Buyer shall be responsible for the account preparation and filing of all other Tax Returns which relate to the Company. (e) Any tax sharing or allocation agreement between the Company and either Seller or another member of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes 's Group is terminated as of the Group Subsidiaries Closing Date and will have no further effect for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables taxable year (i.e.whether the current taxable year, grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expensesa future taxable year or a past taxable year), in connection with the pursuit of such refunds, credits or offsets.

Liability for Taxes and Related Matters. (a) Except to the extent of any amounts reserved for Taxes (other than reserves for deferred taxes, if any) on the Closing Statement, Parent and Seller shall be responsible for and indemnify and hold harmless Purchaser, against any and all liability (including reasonable fees for attorneys and other outside consultants incurred in contesting or otherwise in connection with any such liability as reasonably agreed to by Seller and parent) for (i) Seller's Indemnification of Purchaser. Seller shall be liable for and indemnify Purchaser for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable Taxable year or period that ends ending on or before the Closing Date andDate, (ii) Taxes relating to the Purchased Assets for any Taxable year or period ending on or before the Closing Date, (iii) with respect to any taxable Taxable year or period beginning before and ending after the Closing Date, Taxes of the Subsidiaries and Taxes relating to the Purchased Assets for the portion of such taxable year period ending on and including the Closing Date, (iv) all income, franchise or similar Taxes measured by income or gain realized on the deemed sale of assets resulting, directly or indirectly, from the Elections, (v) all liability for income Taxes of Seller or any affiliate (other than liability for Income Taxes of the Subsidiaries arising out of a Post-closing Period) thereof arising from the application of Treasury Regulations ss. 1.1502-6 or any analogous state or local tax provision. Seller shall also indemnify, defend and hold harmless Purchaser from be entitled to all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection refunds with any liability to, or claim by, any taxing authority, for respect to Taxes for which Seller has responsibility hereunder, other than refunds resulting from carrybacks from taxable years beginning after the Closing Date. (b) Purchaser shall be liable for and indemnify Seller for the Taxes (and reasonable fees for attorneys and other outside consultants incurred in contesting or otherwise in connection with an such liability as reasonably agreed to by Purchaser) that are not allocated to Seller pursuant to Paragraph (a). (c) For purposes of Sections 11.10(a) and 11.10(b), whenever it is required necessary to indemnify determine the liability for Taxes of the Subsidiaries or Taxes relating to the Purchased Assets for a portion of a Taxable year or period that begins before and ends after the Closing Date, the determination of such Taxes for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Seller, or the Subsidiaries, as applicable, had a Taxable year or period which ended at the close of the Closing Date, except that (A) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (B) all taxes that are imposed on a periodic basis with respect to the Purchased Asset or otherwise measured by the level of any item such Taxes or items shall be apportioned pro rata by day. For purposes of Section 11.10(a) and 11.10(b), any state net operating losses that are available as of the Closing Date shall, to the extent permitted by applicable law, be applied first to reduce the gain realized for state Tax purposes on the deemed asset sale resulting from the Elections. (d) Parent, Seller and Purchaser will treat any payment by Purchaser or Seller under this Article VIII. Except Agreement as an adjustment to the Purchase Price unless otherwise required by a final and non-appealable decision, in which case any such payment shall be made on an after tax basis. (e) The indemnity set forth in Section 8.2(v) or out above in this Section 8.2(i)11.10 shall, anything in this Agreement to the amount or economic benefit of any refundscontrary notwithstanding, credits or offsets in respect of Taxes survive until the expiration of the Group Subsidiaries for such periods shall be for the account applicable statutes of the Seller. Notwithstanding the foregoinglimitation, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurredincluding extensions thereof, and Article XII hereof shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit of such refunds, credits or offsetsnot apply to Taxes.

Liability for Taxes and Related Matters. (ia) Seller's Indemnification of Purchaser. Seller The Sellers shall be jointly and severally liable for and indemnify the Purchaser for all Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries Company and Taxes resulting from the Group Subsidiaries Company ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Taxes for which there are Reserves as of the Closing Date, Sellers' Group): (i) imposed on the Sellers' Group Subsidiaries (other than the Company) for any taxable year and (ii) imposed on the Company or for which the Group Subsidiaries Company may otherwise be liable for any taxable year or period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year ending on and including the Closing Date. Seller The Sellers shall also indemnify, defend and hold harmless the Purchaser from all costs and expenses incurred by the Purchaser (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Taxes for which Seller is the Sellers are required to indemnify the Purchaser under this Article VIIISection 6. Except as otherwise set forth in Section 8.2(v) or in this Section 8.2(i6.1(d), the amount or economic benefit of Sellers shall be entitled to any refunds, credits or offsets in respect refund of Taxes of the Group Subsidiaries Company received for such periods periods. Indemnification made pursuant to this Section 6.1(a) shall be made in accordance with Section 11 below. (b) The Purchaser shall be liable for and indemnify the Sellers for the account Taxes of the SellerCompany for any taxable year or period that begins after the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, the portion of such taxable year beginning after the Closing Date. The Purchaser shall also indemnify, defend and hold harmless the Sellers from all costs and expenses incurred by the Sellers (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, (c) For purposes of paragraphs (a) and (b) above, whenever it is necessary to determine the liability for Taxes of the Company for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes of the Company for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the Company had a taxable year or period which ended at the close of the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned on a time basis. (d) If Sellers become entitled to a refund or credit of Taxes for any period for which it is liable under Section 6.1(a) to indemnify the Purchaser and such Taxes are attributable solely to the carryback of losses, credits or similar items attributable to the Company and from a taxable year or period that begins after the Closing Date, the Sellers shall promptly pay to the Purchaser the amount of such refund or credit together with any interest thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, the Purchaser shall indemnify and hold harmless the Sellers for any tax liability, including interest and penalties, assessed against Sellers by reason of the reduction or disallowance. (e) The Sellers shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending on or before the Closing Date and shall pay any Taxes due in respect of such Tax Returns, and the Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to the Company for taxable years or periods ending after the Closing Date and shall remit any Taxes due in respect of such Tax Returns. The Sellers shall pay the Purchaser the Taxes for which the Sellers are liable pursuant to Section 6.1(a) but which are payable with Tax Returns to be filed by the Purchaser pursuant to the previous sentence within ten days prior to the due date for the filing of such Tax Returns. (f) The Purchaser shall promptly notify the Sellers in writing upon receipt by the Purchaser, any of its Affiliates or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company for which the Sellers would be required to indemnify the Purchaser pursuant to Section 6.1(a), provided, that failure to comply with this provision shall not affect the Purchaser's right to indemnification hereunder except and to the extent such delay is prejudicial to the Sellers. The Sellers shall have the sole right to represent the Company's interests in any tax audit or administrative proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its expense. Notwithstanding the foregoing, the amount Sellers shall not be entitled to settle, either administratively or economic benefit after the commencement of litigation, any refunds, credits or offsets in respect of claim for Taxes which would adversely affect the liability for Taxes of the Group Subsidiaries Purchaser or the Company for such periods attributable any period after the Closing Date to any Group Subsidiary's treatment extent (including, but not limited to, the imposition of finance charges related to income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation deductions, or the reduction of loss or credit card receivables (i.e., grace period interestcarryforwards) without the prior written consent of the Purchaser. Such consent shall not be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurredunreasonably withheld, and shall indemnify Seller not be necessary to the extent that the Sellers have indemnified the Purchaser against the effects of any such settlement. The Sellers shall be entitled to participate at their expense in the defense of any claim for all costs and expenses incurred Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller (including reasonable attorneys fees and expenses)the Sellers pursuant to Section 6.1(a) and, in connection with the pursuit written consent of the Purchaser, and at their sole expense, may assume the entire defense of such refundstax claim. Neither the Purchaser nor the Company may agree to settle any tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by the Sellers under Section 6.1(a) without the prior written consent of the Sellers, credits or offsetswhich consent shall not be unreasonably withheld.

Liability for Taxes and Related Matters. (ia) Seller's Indemnification of PurchaserVitalWorks shall prepare or cause to be prepared all Tax Returns relating to the Purchased Assets for periods ending on or prior to the Closing. (b) VitalWorks shall prepare and file all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied with respect to the Purchased Assets for any taxable period that begins before the Closing and ends after the Closing (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Closing. Seller Purchaser shall be liable for and shall indemnify Purchaser VitalWorks, its Affiliates and each of their respective officers, directors, Table of Contents employees, stockholders, agents, and representatives against all liability for all (i) in the case of any Straddle Period Taxes (including, without limitation, any obligation to contribute to the payment of a tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Group Subsidiaries and Taxes resulting from the Group Subsidiaries ceasing to be a member of the Seller's affiliated group, or attributable to the 338 Elections and any state law equivalent), other than Straddle Period Taxes based upon income or receipts, the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which there are Reserves as is the number of days in the Closing Date, imposed on the Group Subsidiaries or for which the Group Subsidiaries may otherwise be liable for any taxable year or Tax period that ends on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Dateand the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Straddle Period Taxes based upon or related to income or receipts, the amount which would be payable if the relevant Tax period began after the Closing. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing. All determinations necessary to give effect to the foregoing allocations shall be made in a manner that does not accelerate deductions or defer income. With respect to any such Straddle Period returns or filings, Purchaser shall pay to VitalWorks, not later than five (5) Business Days before the due date for payment of such Straddle Period Taxes, an amount equal to the portion of such taxable year ending on and including the Closing Date. Seller shall also indemnify, defend and hold harmless Purchaser from all costs and expenses incurred by Purchaser (including reasonable attorneys' fees and expenses) in connection with any liability to, or claim by, any taxing authority, for Straddle Period Taxes for which Seller Purchaser is required to indemnify Purchaser liable under this Article VIIISection 8.2(b), and VitalWorks shall, following the filing thereof, furnish to Purchaser a copy of such return or other filing and a copy of a receipt showing payment of any such Straddle Period Tax. Except as otherwise set forth For the avoidance of doubt, sales and use Taxes (the liability for which is provided in Section 8.2(v2.4(f) or in and 2.5(e)) shall not be considered Straddle Period Taxes for purposes of this Section 8.2(i8.2(b), the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods shall be for the account of the Seller. Notwithstanding the foregoing, the amount or economic benefit of any refunds, credits or offsets in respect of Taxes of the Group Subsidiaries for such periods attributable to any Group Subsidiary's treatment of finance charges related to credit card receivables (i.e., grace period interest) shall be for the account of Purchaser; provided, however, that Purchaser shall bear all costs and expenses incurred, and shall indemnify Seller for all costs and expenses incurred by Seller (including reasonable attorneys fees and expenses), in connection with the pursuit of such refunds, credits or offsets.