Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. If any tax or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereof, and all prior Holders and Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect of such tax or other governmental charge. Neither the Company nor the Depositary, nor any of their respective agents, shall be liable to Holders or Beneficial Owners of the ADSs and ADRs for failure of any of them to comply with applicable tax laws, rules and/or regulations. Notwithstanding the Depositary’s right to seek payment from current and former Beneficial Owners, by holding or owning, or having held or owned, an ADR, the Holder hereof (and prior Holder hereof) acknowledges and agrees that the Depositary has no obligation to seek payment of amounts owing under this paragraph (5) from any current or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company or its agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.

Liability for Taxes. If any tax or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge Seller shall be paid by the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereofliable for, and all prior Holders and Beneficial Owners hereof and thereofshall together with the Shareholders, jointly and severally, agree indemnify and hold Buyer harmless from, (a) all Taxes (as defined below) and Security Interests relating to indemnifyany Tax that are imposed on (either before or after the Closing Date) or incurred with respect to the Purchased Assets for any period ending on or before the Closing Date, defend and save harmless each (b) any Taxes payable as a result of a breach by Seller or the Depositary and its agents in respect of such tax or other governmental charge. Neither the Company nor the Depositary, nor any of their respective agents, shall be liable to Holders or Beneficial Owners of the ADSs and ADRs for failure Shareholders of any of them to comply the representations set forth in Section 3.1(i) hereof, and (c) any necessary and reasonable attorneys’ fees or other costs incurred by Buyer or its Affiliates in connection with applicable tax laws, rules and/or regulations. Notwithstanding the Depositary’s right to seek any payment from current Seller under this Section 2.12. Buyer and former Beneficial OwnersSeller agree to provide assistance to one another and to cooperate fully with one another after the Closing Date to account for all Taxes that may be imposed on or incurred with respect to the Purchased Assets during any period prior to the Closing Date. Seller shall pay directly all excise, by holding or owningsales, transfer and other similar Taxes, levies and charges from any such taxing authority, if any (including all bulk sales taxes, if any), that may be imposed upon, or having held payable or ownedcollectible or incurred in connection with, an ADRthis Agreement and the transactions contemplated hereby. All obligations under this Section 2.12 shall survive the Closing hereunder and continue until 30 days following the expiration of the statute of limitations on assessment of the relevant Tax. As used herein, the Holder hereof (and prior Holder hereof) acknowledges and agrees that the Depositary has no “Tax” or “Taxes” means all taxes, however denominated, including any interest or penalties or additions thereto whether disputed or not, including any obligation to seek payment of amounts owing under this paragraph (5) from any current indemnify or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up otherwise assume or combination hereof or, subject succeed to the last sentence tax Liability of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary other Person that may also deduct from any distributions on or become payable in respect of Deposited Securitiesthereof, imposed by any federal, state, local or may sell by public foreign government or private sale for the account of the Holder hereof any part agency or all of such Deposited Securities, and may apply such deduction or the proceeds political subdivision of any such sale in payment government, which taxes shall include, without limiting the generality of such tax or other governmental chargethe foregoing, the Holder hereof remaining liable for any deficiencyall income taxes (including, but not limited to, United States federal income taxes and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holdersstate income Taxes), the Company or its agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld payroll and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such employee withholding taxes, by public unemployment insurance, social security, sales and use taxes, excise taxes, environmental taxes, franchise taxes, gross receipts taxes, occupation taxes, Asset Purchase Agreement 9 real and personal property taxes, stamp taxes, transfer taxes, withholding taxes, workers’ compensation taxes, escheat, value-added taxes, alternative or private saleadd-on minimum taxes and other obligations of the same or of a similar nature, and whether discovered before, on or after the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretoClosing.

Liability for Taxes. If (a) Trust I shall indemnify Buyer, the Olinda Companies, and the Providence Companies, and hold them harmless from and against (without duplication, and only to the extent reserves therefore have not otherwise reduced the Purchase Price through their inclusion as a Current Liability in the determination of Closing Date Working Capital of the Olinda Company Group), any tax Losses attributable to (i) all Taxes (or the non-payment thereof) of the Olinda Companies for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (a “Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Olinda Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation and (iii) any and all Taxes of any Person (other than the Olinda Companies) imposed on the Olinda Companies 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 Closing. (b) Each Providence Seller shall severally (not jointly and not joint and severally) indemnify Buyer, the Olinda Companies, and the Providence Companies, and hold them harmless from and against (without duplication, and only to the extent reserves therefore have not otherwise reduced the Purchase Price through their inclusion as a Current Liability in the determination of Closing Date Working Capital of the Providence A-58 Company Group) any Losses attributable to (i) all Taxes (or the non-payment thereof) of the Providence Companies for all Pre-Closing Tax Periods, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Providence Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (iii) any and all Taxes any Person (other than the Providence Companies) imposed on the Providence Companies as a transferee or successor, by contract or pursuant to any law or resolution, which Taxes relate to an event or transaction occurring before Closing. (c) In the case of any taxable period that includes (but does not end on) the Closing Date (a ‘‘Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Olinda Companies or the Providence Companies for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other governmental charges pass-through entity in which the Olinda Companies or the Providence Companies holds a beneficial interest shall be deemed to terminate at such time), and the amount of other Taxes of the Olinda Companies and the Providence Companies 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 multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Any Taxes not attributable to the Pre-Closing Tax Period shall constitute “Post-Closing Tax Period Taxes.” (including d) The Buyer shall be responsible for and shall pay or reimburse the Sellers for the Post-Closing Tax Period Taxes. (e) Trust I shall cause Brea Parent and the Providence Sellers shall cause RILG, to prepare and timely file, or cause to be prepared and timely filed, the final federal, state or local income Tax Return of the applicable Company for any penalties and/or interest) taxable period ending on the Closing Date. The Buyer shall become payable prepare and timely file or shall cause to be prepared and timely filed by the Companies all other Tax Returns that are required to be filed by or on behalf of the Custodian or the Depositary with respect to this ADRthe Companies or in respect to their respective business, any Deposited Securities represented by the ADSs evidenced hereby assets or any distribution thereon, such tax or other governmental charge operations and shall be paid by the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and responsible for all Beneficial Owners hereof and thereof, and all prior Holders and Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents taxes due in respect of such tax Tax Returns. (f) The Buyer and each of the Sellers agree to cooperate and share, before, at and after the Closing, all required information on a timely basis in order to timely file all Tax Returns, reports, returns, schedules and any other documents required to be filed with respect to Taxes and all claims for refunds of Taxes and for the preparation of any audit, and for the prosecution or defense of any claim or proceeding relating to any proposed adjustment. The Buyer and each of the Sellers agree to retain or cause to be retained all Tax Returns and books and records pertinent to the Companies and the Interests until the applicable period for assessment under applicable Law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any Governmental Authority. After the Closing, the Buyer, on the one hand, and each of the Sellers, on the other hand, shall give each other reasonable notice prior to transferring, discarding or destroying any such Tax Returns and books and records relating to Tax matters, and shall allow each other upon request to take possession of such Tax Returns, and books and records at the requesting Party’s expense. The Buyer, on the one hand, and each of the Sellers, on the other hand, shall cooperate with each other in the conduct of any audit or other governmental charge. Neither the Company nor the Depositary, nor proceedings involving any of their respective agents, shall be liable to Holders the Companies or Beneficial Owners any of the ADSs Interests for any Tax purpose. The Sellers shall have the sole right to represent the Companies’ interests in any audit or examination by any Governmental Authority (“Tax Audit”) to the extent that such Tax Audit relates to U.S. federal, state or local income Taxes with respect to taxable periods ending on or before the Closing and ADRs for failure to employ counsel of their choice at their expense. At the request of any of them Seller with respect to comply with applicable tax laws, rules and/or regulations. Notwithstanding the Depositary’s right to seek payment from current and former Beneficial Owners, a Company sold by holding or owningit hereunder, or having held or owned, an ADRof the Sellers’ Representative, the Holder hereof (and prior Holder hereof) acknowledges and agrees Buyer shall cause such Company to make or join with such Seller in making elections with respect to its Tax Returns for periods ending on or before the Closing; provided, however, that the Depositary has no obligation to seek payment making of amounts owing under this paragraph (5) from any current or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject such election does not have a Material Adverse Effect in relation to the last sentence of paragraph Companies taken as a whole for any post-Closing Tax period. (2g) All excise, sales, use, transfer (Withdrawal of Deposited Securitiesincluding real property transfer or gains), stamp, documentary, filing, recordation and other similar taxes, together with any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from interest, additions or penalties with respect thereto and A-59 any distributions on or interest in respect of Deposited Securitiessuch additions or penalties (the ‘‘Transfer Taxes”), or may sell by public or private sale for resulting from the account transfer of the Holder hereof Interests pursuant to this Agreement shall be borne by the Buyer. (h) The Parties agree that the Purchase Price and any part or all other relevant items shall be allocated among the Assets in accordance with Section 1060 of such Deposited Securitiesthe Code and the Treasury regulations thereunder. Within sixty days after the Closing Date, the Buyer shall prepare and may apply such deduction or deliver to the proceeds of Sellers’ Representative an allocation schedule allocating the Purchase Price and any such sale in payment of such tax or other governmental chargerelevant items among the Assets (the “Allocation Schedule”). The Allocation Schedule shall be final and binding on the Parties unless, within thirty days after delivery thereof to the Sellers’ Representative, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company or its agents will remit Sellers’ Representative delivers a written notice to the appropriate governmental authority or agency all amounts (if any) required Buyer of its objections to be withheld and owing to such authority or agency by the Company; Allocation Schedule, in which case the Buyer and the Depositary and the Custodian will remit Sellers’ Representative shall attempt in good faith to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to resolve such authority or agency by the Depositary or the Custodiandispute between them. If the Depositary determines that any distribution in property other than cash (including Shares or rights) Buyer and the Sellers’ Representative are unable to resolve such dispute within thirty days thereafter, then the Buyer and the Sellers’ Representative shall submit all such disputed items for resolution to the Accountants, whose decision shall be final and binding upon all Parties. The fees of the Accountants shall be shared equally by the Buyer, on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private saleone hand, and the Depositary Sellers, on the other hand. The Buyer and each of the Sellers shall distribute (i) be bound by the net proceeds Allocation Schedule (as adjusted) for purposes of determining any such sale Taxes, (ii) prepare and file their Tax Returns on a basis consistent with the Allocation Schedule, and (iii) take no position inconsistent with the Allocation Schedule on any Tax Return or in any proceeding before any taxing authority; provided, however, that nothing contained herein shall prevent the balance Buyer and the Sellers from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Schedule, and neither the Buyer nor any such property after deduction Seller shall be required to litigate before any court, any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation Schedule. Notwithstanding anything to the contrary in this Agreement, the Parties agree that the draft Allocation Schedule and the final Allocation Schedule shall be consistent with the allocation of the Purchase Price among the Interests as set forth in Section 2.1 hereto and provide that: (i) an amount of the Purchase Price that is allocated to the unrealized receivables of the Companies shall not exceed the face value of such taxes unrealized receivables as of the Closing Date and (ii) an amount of the Purchase Price that is allocated to the Holders entitled theretoinventory of the Companies shall not exceed the book value of such inventory as of the Closing Date. (i) All Production Tax Credits accruing with respect to a Company under Section 45 of the Code on or prior to the Closing Date shall be allocated to and for the benefit of the Seller or Sellers of such Company, and all Production Tax Credits accruing after the Closing Date shall be allocated to and for the benefit of the Buyer.

Liability for Taxes. If (a) Without duplication from and after the Closing Date, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Parties, the Xxxx Express Entities, SLNG, the SNG Entities and their respective subsidiaries harmless from the Contributing Parties’ Ownership Percentage of any tax Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by the Xxxx Express Entities, SLNG or the SNG Entities or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to the Xxxx Express Entities, SLNG or the SNG Entities or the Contributing Parties having been a member of any consolidated, combined or unitary group for the period prior to and including the Closing Date, (ii) any Tax Losses (other governmental charges than Tax Losses described in clause (including any penalties and/or interesti) shall become payable above) imposed on or incurred by or on behalf of the Custodian or the Depositary with respect to this ADRthe Xxxx Express Entities, any Deposited Securities represented SLNG or the SNG Entities or their assets with respect to the period prior to and including the Closing Date or (iii) attributable to a breach by the ADSs evidenced hereby Contributing Parties of any representation, warranty or covenant with respect to Taxes in this Agreement, provided that the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Parties, the Xxxx Express Entities, SLNG, the SNG Entities and their respective subsidiaries harmless from the Contributing Parties’ Ownership Percentage of any distribution thereonTax Losses which are imposed on or incurred by the Xxxx Express Entities, SLNG or the SNG Entities after the Closing Date. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Parties and their Affiliates harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article 7 to determine the amount of any Taxes imposed on or incurred by the Xxxx Express Entities, SLNG or SNG Entities for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to the Xxxx Express Entities, SLNG or the SNG Entities and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such tax or other governmental charge shall be paid by as the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereof, and all prior Holders and Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect of such tax or other governmental charge. Neither the Company nor the Depositary, nor any of their respective agentsdeduction for depreciation, shall be liable apportioned to Holders or Beneficial Owners of the ADSs period prior to and ADRs for failure of any of them to comply with applicable tax laws, rules and/or regulationsincluding the Closing Date ratably on a per diem basis). Notwithstanding anything to the Depositary’s contrary herein, any franchise Tax paid or payable with respect to the Xxxx Express Entities, SLNG or the SNG Entities shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to seek payment from current and former Beneficial Owners, do business for another taxable period is obtained by holding or owning, or having held or owned, an ADR, the Holder hereof (and prior Holder hereof) acknowledges and agrees that the Depositary has no obligation to seek payment of amounts owing under this paragraph (5) from any current or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax franchise Tax. (d) If any of the Partnership Parties or other governmental chargeits Affiliates receives a refund of any Taxes that the Contributing Parties are responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the Holder hereof remaining liable party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for any deficiency, and such Taxes hereunder. The Parties shall reduce the number of ADSs evidenced hereby cooperate in order to reflect take all necessary steps to claim any such sales of Shares. In connection with any distribution to Holders, the Company or its agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretorefund.

Liability for Taxes. If any tax or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereof, and all prior Holders and Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect of such tax or other governmental charge. Neither the Company nor the Depositary, nor any of their respective its agents, shall be liable to Holders or Beneficial Owners of the ADSs and ADRs for failure of any of them to comply with applicable tax laws, rules and/or regulations. Notwithstanding the Depositary’s 's right to seek payment from current and former Holders and Beneficial Owners, by holding or owning, or having held or owned, an ADR, the Holder Holder(s) and Beneficial Owner(s) hereof (and all prior Holder Holder(s) and Beneficial Owner(s) hereof) acknowledges acknowledge and agrees agree that the Depositary has no obligation to seek payment of amounts owing under this paragraph (5) from any current or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company or its agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.

Liability for Taxes. If any tax or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, including, without limitation, any Chinese enterprise income tax owed if the Circular Guoshuifa [2009] No. 82 issued by the Chinese State Administration of Taxation (SAT) or any other circular, edict, order or ruling, as issued and as from time to time amended, is applied or otherwise, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereof, and all prior Holders and Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary Depositary, the Company and its their respective agents in respect of such tax or other governmental charge. Neither the Company nor the Depositary, nor any of their respective agents, shall be liable to Holders or Beneficial Owners of the ADSs and ADRs for failure of any of them to comply with applicable tax laws, rules and/or regulations. Notwithstanding the Depositary’s right to seek payment from current and former Holders and Beneficial Owners, by holding or owning, or having held or owned, an ADR, the Holder Holder(s) and Beneficial Owner(s) hereof (and all prior Holder Holder(s) and Beneficial Owner(s) hereof) acknowledges acknowledge and agrees agree that the Depositary has no obligation to seek payment of amounts owing under this paragraph (5) from any current or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities)) , any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company or its agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.

Liability for Taxes. If any tax or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge The Seller shall be paid by the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereofliable for, and all prior Holders and Beneficial Owners hereof and thereofshall together with the Shareholders, jointly and severally, agree indemnify and hold the Buyer harmless from, (a) all Taxes (as defined below) and Tax liens that are imposed on (either before or after the Closing Date) or incurred with respect to indemnifythe Purchased Assets for any period ending on or before the Closing Date, defend and save harmless each (b) any Taxes payable as a result of a breach by the Depositary and its agents in respect of such tax Seller or other governmental charge. Neither the Company nor the Depositary, nor any of their respective agents, shall be liable to Holders or Beneficial Owners of the ADSs and ADRs for failure Shareholders of any of them to comply the representations set forth in Section 3.1(i) hereof, and (c) any necessary and reasonable attorneys' fees or other costs incurred by the Buyer or its Affiliates in connection with applicable tax laws, rules and/or regulations. Notwithstanding the Depositary’s right to seek any payment from current the Seller under this Section 2.12. The Buyer and former Beneficial Ownersthe Seller agree to provide assistance to one another and to cooperate fully with one another after the Closing Date to account for all Taxes that may be imposed on or incurred with respect to the Purchased Assets during any period prior to the Closing Date. The Seller shall pay directly all excise, by holding or owningsales, transfer, documentary, filing, recordation and other similar Taxes, levies, fees and charges, if any (including all bulk sales taxes and real estate transfer taxes and conveyance and recording fees, if any), that may be imposed upon, or having held payable or ownedcollectible or incurred in connection with, an ADRthis Agreement and the transactions contemplated hereby. All obligations under this Section 2.12 shall survive the Closing hereunder and continue until 30 days following the expiration of the statute of limitations on assessment of the relevant Tax. As used herein, the Holder hereof (and prior Holder hereof) acknowledges and agrees that the Depositary has no "Tax" or "Taxes" means all taxes, however denominated, including any interest or penalties or additions thereto whether disputed or not, including any obligation to seek payment of amounts owing under this paragraph (5) from any current indemnify or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up otherwise assume or combination hereof or, subject succeed to the last sentence tax Liability of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary other Person that may also deduct from any distributions on or become payable in respect of Deposited Securitiesthereof, imposed by any federal, state, local or may sell by public foreign government or private sale for the account of the Holder hereof any part agency or all of such Deposited Securities, and may apply such deduction or the proceeds political subdivision of any such sale in payment government, which taxes shall include, without limiting the generality of such tax or other governmental chargethe foregoing, the Holder hereof remaining liable for any deficiencyall income taxes (including, but not limited to, United States federal income taxes and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holdersstate income Taxes), the Company or its agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld payroll and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such employee withholding taxes, by public unemployment insurance, social security, sales and use taxes, excise taxes, environmental taxes, franchise taxes, gross receipts taxes, occupation taxes, real and personal property taxes, stamp taxes, transfer taxes, withholding taxes, workers' compensation taxes, escheat, value-added taxes, alternative or private saleadd-on minimum taxes and other obligations of the same or of a similar nature, and whether arising before, on or after the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretoClosing.

Liability for Taxes. If any tax or other governmental charges (including any penalties and/or interesti) shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereof, and all prior Holders and Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect of such tax or other governmental charge. Neither the Company nor the Depositary, nor any of their respective agents, Seller shall be liable for and indemnify Buyer, EPB and their respective Affiliates, as the case may be, for all Taxes imposed on EPB or for which EPB may otherwise be liable (including liabilities pursuant to Holders Treasury Regulation Section 1.1502-6(a) or Beneficial Owners any similar provision of any state, local or foreign Legal Requirement), for any taxable year or period of EPB that ends on or before the Closing Date, but only to the extent that such Taxes are in excess of the ADSs amount reserved for such Taxes on the Interim Balance Sheet, as such reserve is adjusted for the passage of time through the Closing Date. (ii) Seller and ADRs Buyer shall each be liable for failure and shall be required to pay when due 50% of all Taxes (other than income Taxes of Seller) of any kind or nature arising from the consummation of them the transactions contemplated herein, including, without limitation, all excise, value added, registration, stamp, property, documentary, sales, use, transfer, and similar Taxes, levies, charges and fees incurred, or that may be payable to comply any Governmental Authority, in connection with applicable tax laws, rules and/or regulations. the transactions contemplated herein. (iii) Notwithstanding the Depositaryforegoing, Buyer may (but shall not be obligated to) pay when due any such Taxes assessed against any of them, but which are payable by Seller pursuant hereto, if Seller’s right failure to seek payment from current and former Beneficial Ownersdo so, by holding in the judgment of Buyer, could result in the imposition of a Lien on any of the assets of Buyer or owningEPB or would constitute a violation of any agreement to which Buyer is subject, or having held if Seller fails to contest such assessment or owned, an ADR, the Holder hereof (charge diligently and prior Holder hereof) acknowledges and agrees that the Depositary has no obligation to seek payment of amounts owing under this paragraph (5) from in good faith. If Buyer pays any current or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company or its agents will remit to the appropriate governmental authority or agency all amounts (if any) Taxes which pursuant hereto are required to be withheld and owing borne by Seller, Buyer shall be entitled to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretoreimbursement thereof from Seller.

Liability for Taxes. If any tax or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereof, and all prior Holders and Beneficial Owners hereof and thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect of such tax or other governmental charge. Neither the Company nor the Depositary, nor any of their respective its agents, shall be liable to Holders or Beneficial Owners of the ADSs and ADRs for failure of any of them to comply with applicable tax laws, rules and/or regulations. Notwithstanding the Depositary’s 's right to seek payment from current and former Beneficial Owners, by holding or owning, or having held or owned, an ADR, the Holder hereof (and all prior Holder Holders hereof) acknowledges and agrees that the Depositary has no obligation to seek payment of amounts owing under this paragraph (5) from any current or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities, and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company or its agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.

Liability for Taxes. If any tax or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities represented by the ADSs evidenced hereby or any distribution thereon, such tax or other governmental charge Seller shall be paid by the Holder hereof to the Depositary and by holding or owning, or having held or owned, this ADR or any ADSs evidenced hereby, the Holder and all Beneficial Owners hereof and thereofliable for, and all prior Holders and Beneficial Owners hereof and thereofshall together with Shareholder, jointly and severally, agree indemnify and hold Buyer harmless from, (a) all Taxes (as defined below) and Security Interests related to indemnifyany Taxes that are imposed on (either before or after the Closing Date) or incurred with respect to the Purchased Assets for any period ending on or before the Closing Date, defend and save harmless each (b) any Taxes payable as a result of the Depositary and its agents in respect of such tax a breach by Seller or other governmental charge. Neither the Company nor the Depositary, nor any of their respective agents, shall be liable to Holders or Beneficial Owners of the ADSs and ADRs for failure Shareholder of any of them to comply the representations set forth in Section 3.1(i) hereof, and (c) any necessary and reasonable attorneys’ fees or other costs incurred by Buyer or its Affiliates in connection with applicable tax laws, rules and/or regulations. Notwithstanding the Depositary’s right to seek any payment from current Seller under this Section 2.12. Buyer and former Beneficial OwnersSeller agree to provide assistance to one another and to cooperate fully with one another after the Closing Date to account for all Taxes that may be imposed on or incurred with respect to the Purchased Assets during any period prior to the Closing Date. Seller shall pay directly all excise, by holding or owningsales, transfer, documentary, filing, recordation and other similar Taxes, levies, fees and charges from any such taxing authority, if any (including all bulk sales taxes and real estate transfer taxes and conveyance and recording fees, if any), that may be imposed upon, or having held payable or ownedcollectible or incurred in connection with, an ADRthis Agreement and the transactions contemplated hereby. All obligations under this Section 2.12 shall survive the Closing hereunder and continue until 30 days following the expiration of the statute of limitations on assessment of the relevant Tax. As used herein, the Holder hereof (and prior Holder hereof) acknowledges and agrees that the Depositary has no “Tax” or “Taxes” means all taxes, however denominated, including any interest or penalties or additions thereto whether disputed or not, including any obligation to seek payment of amounts owing under this paragraph (5) from any current indemnify or former Beneficial Owner. The Depositary may refuse to effect any registration, registration of transfer, split-up otherwise assume or combination hereof or, subject succeed to the last sentence tax Liability of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. The Depositary other Person that may also deduct from any distributions on or become payable in respect of Deposited Securitiesthereof, imposed by any federal, state, local or may sell by public foreign government or private sale for the account of the Holder hereof any part agency or all of such Deposited Securities, and may apply such deduction or the proceeds political subdivision of any such sale in payment government, which taxes shall include, without limiting the generality of such tax or other governmental chargethe foregoing, the Holder hereof remaining liable for any deficiencyall income taxes (including, but not limited to, United States federal income taxes and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holdersstate income Taxes), the Company or its agents will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld payroll and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such employee withholding taxes, by public unemployment insurance, social security, sales and use taxes, excise taxes, environmental taxes, franchise taxes, gross receipts taxes, occupation taxes, real and personal property taxes, stamp taxes, transfer taxes, withholding taxes, workers’ compensation taxes, escheat, value-added taxes, alternative or private saleadd-on minimum taxes and other obligations of the same or of a similar nature, and whether discovered before, upon or after the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled theretoClosing.