Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (a) SEP I shall be liable for, and shall indemnify and hold the Company and its respective subsidiaries (including SEP III) harmless from any 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 SEP III, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including the Closing Date or (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SEP III, the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Date. (b) The Company shall be liable for, and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date. (c) Whenever it is necessary for purposes of this Article 5 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business 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 SEP III, the Contributed Assets or the Contributed Business 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (ai) SEP I Seller shall be liable forfor and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from (A) Taxes imposed on the Company and its respective subsidiaries or for which the Company may otherwise be liable as a result of having been a member of a Company Group (including SEP III) harmless from any 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 Taxes for which the Company may be liable pursuant to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section Regulation § 1.1502-6 or any analogous similar provisions of state, local or foreign law or regulation which is attributable to as a result of having been a member of a Company Group and any consolidated, combined Taxes resulting from the ceasing to be a member of any Company Group) and (B) Taxes imposed on the Company or unitary group for which the Company may otherwise be liable for any taxable year or period that ends on or prior to before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date or (the “Pre-Closing Tax Period”), except, in each case, to the extent such Taxes were included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. (ii) any Tax Losses For purposes of paragraph (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect a)(i), whenever it is necessary to SEP IIIdetermine the liability for Taxes of the Company for a Straddle Period, the Contributed Assets or determination of the Contributed Business with respect to Taxes of the period prior to Company for the portion of the Straddle Period ending on and including the Closing Date. (b) The Company Date shall be liable fordetermined by assuming that the Straddle Period consisted of two taxable years or periods, and shall indemnify and hold SEP I and its Affiliates (other than one which ended at the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date. (c) Whenever it is necessary for purposes close of this Article 5 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business for a taxable period beginning before and ending after the Closing Date and the other which is allocable to began at the period prior to beginning of the day following the Closing Date and including items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date, the determination shall be madeprovided, in the case of property or ad valorem taxes or franchise taxes (which are measured byhowever, 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 SEP III, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and allowances, deductions for a taxable period beginning before and ending after the Closing Date or Taxes that are calculated on an annual or periodic basis, such as the deduction for depreciationproperty Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. (iii) Seller shall be entitled to the period amount of any refund or credit of Taxes of the Company (including any interest relating thereto) with respect to a Pre-Closing Tax Period to the extent such Taxes were paid by the Company prior to the Closing or by a Seller after the Closing pursuant to Section 8.2(a) or ARTICLE XI which refund or credit is actually recognized by Buyer or its Affiliates (including the Company) after the Closing, net of any cost to Buyer and including its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date ratably or such refund or credit was included on a per diem basis)the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Notwithstanding anything Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to the contrary hereinprior sentence within fifteen (15) days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries. To the extent requested by Seller, Buyer will reasonably cooperate with Seller in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Body, Seller agrees promptly to repay the amount of such refund or credit to Buyer. Buyer shall be entitled to any franchise tax paid refund or payable credit with respect to SEP IIITaxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Contributed Assets Closing Date and is attributable to the Company and, to the extent such refund is actually received by Seller or the Contributed Business its Affiliates, any such refund or credit shall be allocated paid by Seller to Buyer within fifteen (15) days of the taxable period during which the income, operations, assets or capital comprising the base receipt of such tax is measured, regardless of whether refund by Seller. Buyer shall be entitled to any refund or credit included on the right to do business for another taxable period is obtained Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Buyer and Seller shall take reasonable steps as may be requested by the payment of other Party to obtain any refund or credit to which such franchise taxParty is entitled under this subparagraph (iii). (div) If the Company Buyer shall be liable for and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless Seller from and against any and all Losses incurred by Seller in connection with or its Affiliates receives a refund of arising from any Taxes that SEP I is responsible for hereunderreal property transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or if SEP I or its Affiliates receive a refund of any Taxes that other similar Tax imposed on the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refundtransactions contemplated by this Agreement.

Liability for Taxes. (a1) SEP I Seller shall be liable for, for and shall indemnify hold Buyer and hold the Company harmless from any and all Taxes and Losses with respect to any liability for or with respect to (i) any Taxes payable by or attributable to the Company and its respective subsidiaries Subsidiaries or their assets and operations for periods (including SEP IIIor portions thereof) harmless from ending on or prior to the Closing Date (except for any liability associated with transfer taxes for which Buyer is responsible under Section 5.3(g) hereof) except for the Balance Sheet Taxes (as defined in Section 5.3(b)(2)), treating for purposes of this Section 5.3 (in the case that the Closing Date is not the end of the taxable year under applicable law) the Closing Date as the end of a short taxable year, and determining the tax liability for such year (x) in the case of Income 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 as an amount equal to the determinationamount of Income Taxes that would be payable if the period for which such Income Tax is assessed ended as of the end of the Closing Date, assessment or collection and (y) in the case of Taxes other than Taxes described in clause (x) hereof, as an amount equal to the amount of such Taxes (“Tax Losses”)for the entire period multiplied by a fraction, the numerator of which is the number of calendar days in the period ending as of the end of the day immediately preceding the Closing Date and the denominator of which is the number of calendar days in the entire period, (iii) any Tax imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business by reason of Company pursuant to Treasury Regulations Regulation Section 1.1502-6 with respect to the taxable income of any Affiliated Group (or any analogous corresponding provision of state, local or foreign law law), (iii) any tax caused by or regulation which is attributable resulting from an election pursuant to having been a member Section 338(h)(10) of the Code or any consolidatedcorresponding provision of state, combined local or unitary group on or prior to foreign Law and including the Closing Date or (iiiv) any Tax Losses (allocation or Tax sharing or similar agreement, as a transferee or successor, by contract or otherwise. Notwithstanding any other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SEP IIIprovision of this Agreement, the Contributed Assets or the Contributed Business with respect indemnification under this Section 5.3 shall not be subject to the period prior indemnification limitations set forth in Section 9.5. Buyer shall prepare, and permit Seller to and including the Closing Dateaudit, such analyses as are reasonably requested by Seller to support any claim for indemnification under this Section. (b2) The Buyer and the Company shall be liable for, and shall indemnify hold Verizon, GTE and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) Seller harmless from, (i) any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date. (c) Whenever it is necessary for purposes of this Article 5 to determine the amount of any and all Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business 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 SEP III, the Contributed Assets or the Contributed Business 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid become due or payable with respect to SEP IIIthe Company or any of its Subsidiaries for any period (or portion thereof) beginning after the Closing Date, the Contributed Assets or the Contributed Business shall be allocated (ii) any and all Taxes (other than Income Taxes) that become due and payable with respect 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund Subsidiaries for periods (or portions thereof) ending on or prior to the Closing Date to the extent reflected on the Closing Balance Sheet ("BALANCE SHEET TAXES"), and (iii) one half of any all Taxes that SEP I is responsible for hereunder, described in Section 5.3(g) hereof. (3) Buyer shall not cause or if SEP I or its Affiliates receive a refund of any Taxes that permit the Company is responsible or any of its Subsidiaries to take any action on the Closing Date for the remaining part of the day after the time of the Closing outside the ordinary course of business of the Company, other than transactions contemplated by this Agreement and the agreements contemplated hereby (including the incurrence of additional indebtedness) relating to the Company that could give rise to any Tax liability to Verizon, GTE or Seller (including pursuant to any indemnity obligations hereunder), the party receiving such refund and shall, within 90 days after receipt of such refundand shall cause the Company to, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim indemnify and hold Verizon, GTE and Seller harmless from any such refundTax.

Liability for Taxes. (a) SEP I Except as otherwise provided in Section 4.3, Lucent shall be liable for, and shall indemnify and hold the Company and its respective subsidiaries (including SEP III) harmless from any 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 for all Taxes (“Tax Losses”), (i) imposed on Lucent and its Affiliates, other than Taxes imposed on the Acquired Companies or incurred by SEP IIIfor which the Acquired Companies may otherwise be liable, for any taxable year, (ii) imposed on the Contributed Assets Acquired Companies, or for which the Contributed Business by reason Acquired Companies may otherwise be liable, solely as a result of being members of the Lucent Group (which for purposes of this sentence includes the Acquired Companies) pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of laws for any consolidatedtaxable year, combined or unitary group on or prior to and including the Closing Date or (ii) any Tax Losses (other than Tax Losses described in clause (i) aboveiii) imposed on the Acquired Companies, or incurred for which the Acquired Companies may otherwise be liable, for any Pre-Closing Tax Period, including any Code Section 481 adjustments resulting from a change of accounting method by or with respect to SEP III, the Contributed Assets or the Contributed Business with respect Acquired Companies prior to the period prior to and including close of the Closing Date. (b) The Company Lucent shall be entitled to any refund of Taxes for which it is liable pursuant to this Section 1.1. (a) Paradyne shall be liable for, and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses for all Taxes imposed on the Acquired Companies, or incurred by SEP IIIfor which the Acquired Companies may otherwise be liable, the Contributed Assets or the Contributed Business with respect to the period after the for any Post-Closing DateTax Period. (cb) Whenever Paradyne shall be entitled to any refund of Taxes for which it is liable pursuant to this Section 1.2. 1.3 For purposes of this Agreement, whenever it is necessary for purposes of this Article 5 to determine the amount liability for Taxes of the Acquired Companies for a portion of any Taxes imposed on or incurred by SEP IIIStraddle Period, the Contributed Assets or determination of the Contributed Business Taxes of the Acquired Companies for a taxable period the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning before and ending after after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one of which is allocable to ended at the period prior to close of the Closing Date and including the other of which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the determination Acquired Companies for the Straddle Period shall be made, in the case of property allocated between such two taxable years or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), periods on a per diem "closing of the books" basis and, in the case of other Taxes, by assuming that such pre-the books of the Acquired Companies were closed as of the close of the Closing Date period constitutes a separate taxable period applicable to SEP IIIDate: provided, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except however, that exemptions, allowances and or deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, basis shall be apportioned to the period prior to and including the Closing Date ratably between such two taxable years or periods on a per diem daily basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (ai) SEP I Each of the Sellers shall be jointly and severally liable forfor and shall pay, and pursuant to Article VII shall jointly and severally indemnify and hold harmless each Buyer Group Member (and the Company) from and against all Taxes imposed on the Company, or for which the Company and its respective subsidiaries (including SEP III) harmless from may otherwise be liable, for any Taxes, together with any costs, expenses, losses taxable year 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 period that ends on or incurred by SEP III, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including before the Closing Date or (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or and, with respect to SEP IIIany Straddle Period, the Contributed Assets or the Contributed Business with respect to the period prior to portion of such Straddle Period ending on and including the Closing Date. The Sellers hereby waive any right to receive any payment or distribution of cash or assets from the Company under the Limited Liability Company Agreement or otherwise, including the right to receive any distribution or payment in connection with the payment of any Taxes for which the Sellers are or become liable. (bii) The Company shall be liable forfor and shall pay, and pursuant to Article VII Buyer shall indemnify and hold SEP I and its Affiliates (other than the Sellers against, all Taxes imposed on the Company and its subsidiariesfor any taxable year or period that begins after the Closing Date and, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to any Straddle Period, the period portion of such Straddle Period beginning after the Closing Date; provided, however, that the Company shall not be liable for or pay, and Buyer shall not indemnify the Sellers against, any Taxes for which the Sellers are liable under this Agreement (including, without limitation, Section 4.7 and Section 6.2(a)(i)). (ciii) Whenever For purposes of Sections 6.2(a)(i) and (a)(ii), whenever it is necessary for purposes of this Article 5 to determine the amount liability for Taxes of any Taxes imposed on or incurred by SEP IIIthe Company for a Straddle Period, the Contributed Assets or determination of the Contributed Business Taxes of the Company for a taxable period the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning before and ending after after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which is allocable to ended at the period prior to close of the Closing Date and including the other which began at the beginning of the day following the Closing Date, and, subject to paragraph (a)(iv) of this Section 6.1, items of income, gain, deduction, loss or credit of the determination Company for the Straddle Period shall be made, in the case of property allocated between such two taxable years or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), periods on a per diem basis and, in "closing of the case of other Taxes, books basis" by assuming that such pre-the books of the Company were closed at the close of the Closing Date period constitutes a separate taxable period applicable to SEP IIIDate; provided, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except however, that exemptions, allowances and or deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably between such two taxable years or periods on a per diem daily basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (div) If Notwithstanding anything herein to the Company contrary, each of the Sellers shall be jointly and severally liable for and shall pay, and pursuant to Article VII shall jointly and severally indemnify each Buyer Group Member from and against, any real property transfer or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereundergains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or if SEP I or its Affiliates receive a refund of any Taxes that other similar Tax imposed on the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refundtransactions contemplated by this Agreement.

Liability for Taxes. (a) SEP I Sellers shall be liable for, shall pay (or cause to be paid) and shall indemnify and hold harmless Buyer from and against, without duplication, (A) all Taxes other than Taxes described in clause (B) imposed on the Company and its respective subsidiaries Acquired Entities or Sellers with respect to the Business (including SEP III1) harmless from for any Taxes, together with any costs, expenses, losses or damagesPre-Closing Period, including reasonable expenses of investigation any Taxes imposed on any Deemed Section 338(h)(10) Election Transactions, and attorneys’ (2) with respect to any taxable period beginning on or before the Closing Date and accountants’ fees and expenses, arising out of or incident to ending after the determination, assessment or collection of such Taxes Closing Date (a “Tax LossesStraddle Period”), for the portion of such Straddle Period ending at the close of the day on the Closing Date, calculated in accordance with Section 5.16(h)(iii), (iB) imposed on Transfer Taxes for which Sellers are responsible pursuant to Section 5.16(b), (C) all Taxes of any Person (other than the Acquired Entities) as a result of having been, prior to the Closing, part of any consolidated, combined, affiliated, aggregate, unitary or incurred by SEP III, the Contributed Assets similar group for purposes of filing Tax Returns or the Contributed Business by reason of paying Taxes (including any liability under Treasury Regulations Section 1.1502-6 or any analogous similar provision of state, local or foreign law non-U.S. Tax Law) or regulation which is attributable to having been as a member of any consolidated, combined transferee or unitary group on successor or prior to and including the Closing Date or (ii) any Tax Losses by contract (other than Tax Losses described (x) commercial agreements entered into in clause the ordinary course of business, the principal purposes of which are not related to Taxes and (iy) abovecontracts entered into after the Closing), (D) Excluded Business Taxes, (E) all Taxes resulting from, arising out of or in connection with any breach or inaccuracy of any of the representations and warranties of Sellers in Section 3.16, (F) except as provided in Section 5.7(a)(y)(3), all Taxes imposed on the Separation Activities and allocated to Sellers pursuant to Section 5.7(h), and (G) all Taxes resulting from, arising out of or incurred attributable to any breach by any Seller of a covenant in this Agreement related to Taxes. In the event of any conflict or inconsistency between any provision in this Section 5.16(h)(i) and any provision in ARTICLE VIII, the provisions of this Section 5.16(h)(i) shall control and govern; provided, however, that, other than with respect to SEP IIIparagraphs (j) and (m) of Section 3.16, Sellers shall not have any responsibility pursuant to this Section 5.16(h)(i) in respect of any Taxes resulting from, arising out of or in connection with any breach or inaccuracy of any of the Contributed Assets or the Contributed Business with respect representations and warranties of Sellers in Section 3.16 to the period prior extent such Taxes are attributable to and including the Closing Date. (b) The Company shall be liable for, and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on period (or incurred by SEP IIIportion thereof, the Contributed Assets or the Contributed Business as calculated in accordance with respect to the period Section 5.16(h)(iii)) beginning after the Closing Date. (c) Whenever it is necessary for purposes of this Article 5 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business 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 SEP III, the Contributed Assets or the Contributed Business 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (ai) SEP I Seller shall be liable forfor and shall pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify and hold the Company and its respective subsidiaries (including SEP III) harmless from any Taxeseach Buyer Group Member against, 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 all Taxes (“Tax Losses”), (iA) imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section Companies pursuant to Treas. Reg. 1.1502-6 or any analogous state, similar provision of state or local or foreign law or regulation which is attributable to solely as a result of the Companies having been a member of the Seller Tax Group, or (B) imposed on the Companies for any consolidated, combined taxable year or unitary group period ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (including such Taxes imposed on the transactions contemplated by the Assignment and Assumption Agreement); provided, however, that Seller shall not be liable for or pay and shall not indemnify any Buyer Group Member for, (iiI) any Taxes up to the amount of such Taxes that are accrued on the final Closing Statement (after resolution of all disputes), (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of any other relevant Tax Losses law relating to the purchase of the Shares, or that result from Buyer, any Affiliate of Buyer or either Company engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of either Company for federal, state, local or other Tax purposes, and (III) any Taxes imposed on the Companies as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other than Tax Losses relevant factors, factors set forth in Treas. Reg. 1.1502- 76(b)(1)(ii)(B)) to periods after the Closing (Taxes described in this proviso, hereinafter "Excluded Taxes"). Buyer and Seller agree that, with respect to any transaction described in clause (iIII) aboveof the preceding sentence, the Companies and all persons related to the Companies under Section 267(b) imposed of the Code immediately after the Closing shall treat the transaction for all federal income tax purposes (in accordance with Treas. Reg. 1.1502-76(b)(1)(ii)(B)), and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or incurred by or before the Closing Date and, with respect to SEP IIIany Straddle Period, the Contributed Assets or the Contributed Business with respect to the period prior to portion of such Straddle Period ending on and including the Closing Date. Neither Seller, Seller's Parent nor any member of the Seller Tax Group shall elect to retain any net operating loss carryovers of the Companies under Regulations 1.1502-20(g). (bii) The Company Buyer shall be liable forfor and shall pay, and pursuant to Article XI (and subject to the limitations thereof) shall indemnify and hold SEP I and its Affiliates each Seller Group Member against, (other than the Company and its subsidiaries, including SEP IIIA) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date. (c) Whenever it is necessary for purposes of this Article 5 to determine the amount of any all Taxes imposed on the Companies for any taxable years or incurred by SEP III, the Contributed Assets or the Contributed Business for a taxable period periods beginning before and ending after the Closing Date which is allocable and, with respect to the period prior to and including the Closing Dateany Straddle Period, the determination shall be made, in the case portion 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 SEP III, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period Straddle Period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis(B). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) SEP I Seller shall be liable forfor and pay, and shall indemnify indemnify, defend and hold harmless Buyer from and against, any Taxes imposed on the Company, or for which the Company and its respective subsidiaries (including SEP III) harmless from any 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”), may otherwise be liable (i) imposed on or incurred by SEP IIIfor any Pre-Closing Taxable Periods and, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including the Closing Date or (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SEP IIIany Straddle Period, the Contributed Assets or the Contributed Business with respect to the period prior to portion of such Straddle Period ending on and including the Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion of the Closing Date after the Closing. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to in this Section 7.1(a). (b) The Company Except as otherwise provided in Section 7.1(a) or otherwise herein, the Buyer shall be liable forfor and pay, and shall indemnify indemnify, defend and hold SEP I harmless the Seller from and its Affiliates (other than against, all Taxes imposed on the Company, or for which the Company and its subsidiariesmay otherwise be liable, including SEP III) harmless fromfor any Post-Closing Taxable Periods and, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to any Straddle Period, the period portion of such Straddle Period beginning after the Closing Date. (c) Whenever For purposes of Section 7.1(a) and Section 7.1(b), whenever it is necessary for purposes of this Article 5 to determine the amount liability for Taxes of any Taxes imposed on or incurred by SEP IIIthe Company for a Straddle Period, the Contributed Assets or determination of the Contributed Business Taxes of the Company for a taxable period the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning before and ending after after, the Closing Date shall be determined as follows: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), by assuming that the Straddle Period consisted of two taxable years or periods, one of which is allocable to ended at the period prior to close of the Closing Date and including the other of which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the determination Company for the Straddle Period shall be made, in the case of property allocated between such two taxable years or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), periods on a per diem basis and, in “closing of the case of other Taxes, books basis” by assuming that such pre-the books of the Company were closed at the close of the Closing Date period constitutes a separate taxable period applicable to SEP IIIDate; provided, however, that transactions other than in the Contributed Assets or the Contributed Business and by taking into account the actual taxable events ordinary course of business occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after on the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned properly allocable to the period prior to and including portion of the Closing Date ratably on a per diem basis). Notwithstanding anything to after the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business Closing shall be allocated to the taxable year or period during which that is deemed to begin at the income, operations, beginning of the day following the Closing Date; and (ii) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital comprising of the base Company, deemed to be the amount of such tax is measuredTaxes for the entire Straddle Period (or, regardless of whether in the right to do business for another taxable period is obtained by the payment case of such franchise taxTaxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period. (d) If Notwithstanding anything to the Company contrary contained herein, Buyer and Seller will share equally any sales, use, transfer, stamp, documentary or its Affiliates receives similar Taxes (including any penalties and interest, but excluding any Income Taxes) incurred in connection with the sale of the Shares pursuant to this Agreement. Buyer will be responsible for preparing and timely filing (and Seller will cooperate with Buyer in preparing and filing) any forms required with respect to any such Taxes. Buyer will provide to Seller a refund true copy of each such return as filed and evidence of the timely filing thereof and payment by Buyer of the Tax shown to be due on any such return and be reimbursed by Seller for fifty percent (50%) of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunderTax paid by Buyer. The parties Buyer and Seller shall cooperate in order good faith to take all necessary steps minimize, to claim the extent permissible under Law, the amount of any such refundTaxes.

Liability for Taxes. (ai) SEP I Seller shall be liable forindemnify, defend and hold harmless each of the Buyer Indemnitees from and against, and shall indemnify compensate and hold reimburse each of the Buyer Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that from or as a result of (A) Taxes imposed on the Company, or for which the Company and its respective subsidiaries (including SEP III) harmless from any Taxesmay otherwise be liable, together with any costs, expenses, losses or damages, including reasonable expenses as a result 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 SEP III, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group a Company Group on or prior before the Closing Date and (B) Taxes imposed on the Company, or for which the Company may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; provided, that indemnification under this Section 8.02(b)(i) shall not include any amounts resulting from any extraordinary transaction or event occurring on the Closing Date after the Closing. (ii) For purposes of Section 10.02(b)(i), whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or (ii) any Tax Losses (periods, one which ended at the close of the Closing Date and the other than Tax Losses described in clause (i) above) imposed which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on or incurred a “closing of the books basis” by or with respect to SEP III, assuming that the Contributed Assets or books of the Contributed Business with respect to Company were closed at the period prior to and including close of the Closing Date. (b) The Company shall be liable for; provided, and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiarieshowever, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date. (c) Whenever it is necessary for purposes of this Article 5 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business 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 SEP III, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and allowances, deductions for a taxable period beginning before and ending after the Closing Date or Taxes that are calculated on an annual or periodic basis, such as the deduction for depreciationad valorem and other similar Taxes imposed on property (“Property Taxes”), franchise based solely on capital, and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. In determining whether a Property Tax is attributable to the a Tax period prior to and including ending on or before the Closing Date ratably on or a per diem basisStraddle Tax Period (or portion thereof). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business Property Tax shall be allocated deemed a Property Tax attributable to the taxable period during which specified on the income, operations, assets or capital comprising the base of such tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise taxrelevant Property Tax xxxx . (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) SEP I Seller shall be liable forfor and pay, and shall indemnify and hold harmless the Company Buyer Indemnified Parties from and its respective subsidiaries (including SEP III) harmless from any 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”)against, (i) Taxes imposed on or incurred by SEP IIIthe Acquired Companies as a result of the Acquired Companies having been a member of Seller’s Group prior to the Closing Date (including, for the Contributed Assets or the Contributed Business by reason avoidance of doubt, any liability under Treasury Regulations Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law, and liability as a successor or transferee), (ii) income and premium Taxes imposed on the Acquired Companies for any Pre- Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date, (iii) Taxes in excess of the Deemed Tax Liability imposed on the Acquired Companies or for which the Acquired Companies may otherwise be liable for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and, with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on the earlier of the end of such period and the Closing Date, (iv) Taxes that arise from or are attributable to any breach of any covenant under Article X and any inaccuracy in or breach of representation or warranty made in Section 5.23(d), (e), (f), (g) or (k), (v) any Tax imposed on the Acquired Companies under Treasury Regulations Section 1.367(b)-3 or otherwise as a result of the dissolution, liquidation, termination or winding up of the Hartford International Asset Management Company Limited occurring after the Closing Date as described in Section 8.27(a), (vi) any Tax imposed on the Acquired Companies to the extent relating to the dissolution, liquidation, termination or winding up of the HVIT Funds Platform pursuant to the provisions of Section 8.26, and (vii) any Tax imposed on the Acquired Companies to the extent relating to actions required in connection with the closure of HLIC’s Canadian branch; provided, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, (A) any Taxes that result from any actual or deemed election under Sections 336(e) or 338 of the Code or any analogous similar provisions of state, local or foreign law Law as a result of the purchase of the Shares or regulation which is attributable to having been a member the deemed purchase of the Capital Stock of any consolidatedother Acquired Company or that result from Buyer, combined any Affiliate of Buyer or unitary group (after the Closing Date) the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Acquired Companies for foreign, federal, state, local or other Tax purposes in each case, other than the Section 338(h)(10) Elections, (B) any Taxes for which Buyer is liable under Section 10.01(b) and (C) any Taxes to the extent taken into account as a Liability or reserve for Taxes in preparing the GAAP Financial Statements as of the Accounts Date that do not constitute a Deemed Tax Liability (Taxes described in clauses (A) and (C) of this proviso, “Excluded Taxes”). Seller shall be entitled to any refund of (or credit for) Taxes allocable to any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on the day before the Accounts Date except in respect of any refund shown as a current asset on the GAAP Financial Statements as of the Accounts Date or prior to and including in respect of any carry back from a taxable period beginning after the Closing Date to a Pre-Accounts Date Taxable Period. Any such refunds received by Buyer or its Affiliates shall be promptly, and in any event within thirty (ii30) days of the receipt of such refund, paid over to Seller (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Tax Losses (other than Tax Losses described Taxes incurred in clause (i) above) imposed on connection with the receipt of such refund). To the extent it is within its reasonable control, Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund or incurred by or with respect to SEP III, the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Datecredit that would be available. (b) The Company shall Buyer shall, without duplication of amounts paid by the Acquired Companies under Section 10.05(b), be liable forfor and pay, and shall indemnify and hold SEP I harmless the Seller Indemnified Parties from and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless fromagainst, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to (i) Taxes to the period extent taken into account in the Deemed Tax Liability calculated for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and, with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on and including the Closing Date, (ii) any breach or failure of Buyer to perform any of its covenants or obligations contained in this Article X, (iii) Taxes imposed or required to be paid by a Seller Indemnified Party with respect to a Taxable Period of any Acquired Company ending on or before the Closing Date arising as a result of actions taken by any Acquired Company after the Closing Date unless otherwise permitted under this Agreement, and (iv) Excluded Taxes. Buyer shall be entitled to any refund of (or credit for) Taxes for which Buyer is liable under Section 10.01 or that arises because of a Tax or carry back allocable to any Post-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period starting on the Accounts Date. (c) Whenever For purposes of Section 10.01(a) and Section 10.01(b), whenever it is necessary for purposes of this Article 5 to determine the amount liability for Taxes of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business Acquired Companies for a taxable partial period beginning before and ending after the Closing Date which is allocable to the period prior to and (including the Closing Datea Straddle Period), the determination of the Taxes of the Acquired Companies for the portion of the period ending on and including, and the portion of the period beginning after, the Accounts Date 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, determined by assuming that such pre-Closing the period consisted of two (2) Taxable years or periods, one which ended at the close of the Accounts Date period constitutes a separate taxable period applicable to SEP IIIand, for income tax purposes (and purposes of any other tax that is based on income), the Contributed Assets other which began at the beginning of the day after the Accounts Date, and items of income, gain, deduction, loss or credit of the Contributed Business and Acquired Companies for the period shall be allocated between such two (2) Taxable years or periods on a “closing of the books basis” by taking into account assuming that the actual taxable events occurring during such books of the Acquired Companies were closed at the close of the Accounts Date (which, for the avoidance of doubt, shall be treated as the end of a Taxable year or period (except for this purpose); provided, that exemptions, allowances and or deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, and all other allocations for Taxes other than either income Taxes or Taxes that are based on income (including premium taxes), shall be apportioned between such two (2) Taxable years or periods on a daily basis based on the relative number of days in each such two (2) Taxable years or periods. (d) Notwithstanding anything herein to the period contrary, Buyer and Seller each shall pay fifty percent (50%) of any real property transfer or real property gains Tax, transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement other than the Seller’s Transactions. (e) In the event that, as a result of an IRS adjustment (following exhaustion of administrative appeals), the Acquired Companies are required to treat any Reinsurance Tax Items as (i) occurring on or prior to and including the Closing Date ratably or (ii) as a “built-in loss,” in each case, for purposes of Section 382 of the Code, Seller shall be liable for and pay, and shall indemnify and hold harmless the Buyer Indemnified Parties from and against any increase in federal income Tax payable by the Acquired Companies to the extent arising from adjustments in respect of such Reinsurance Tax Items (“Reinsurance Tax Damages”). Reinsurance Tax Damages shall be determined on a per diem basis)with and without basis with respect to the transactions contemplated by the Specified Third-Party Reinsurance Agreements, and shall be calculated on a present-value basis consistent with the definition of After-Tax Basis. Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business in no event shall be allocated Seller’s liability for Reinsurance Tax Damages under this Agreement exceed an amount equal to the taxable period during which excess of (A) the incomeBuyer Agreed Cap over (B) the Final Reinsurance Attribute Allowance, operationsas finally determined. For the avoidance of doubt, assets if the Specified Third-Party Reinsurance Agreements are not executed, Seller shall have no liability under this Section 10.01(e), and this Section 10.01(e) shall have no further force or capital comprising the base of such tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise taxeffect. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) SEP I Seller shall be liable for, and shall indemnify and hold Purchaser, the Company Terminals Companies and its their respective subsidiaries (including SEP III) Affiliates harmless from any 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 SEP III, any of the Contributed Assets or the Contributed Business Terminals Companies by reason of the several liability of the Terminals Companies pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including the Closing Date or Date, (ii) any Tax Losses resulting from the Terminals Companies ceasing to be a member of the affiliated group (other than Tax Losses described in clause within the meaning of Code Section 1504(a)) that includes Seller, (i) aboveiii) imposed on or incurred by or the Terminals Companies with respect to SEP III, the Contributed Assets any period (or the Contributed Business with respect to the period portion thereof) prior to and including the Closing DateDate (the "Pre-Closing Date Period"), (iv) attributable to any discharge of indebtedness that may result from any capital contributions by Seller (or an Affiliate of Seller) to any of the Terminals Companies of any intercompany indebtedness owed by any of the Terminals Companies to Seller (or an Affiliate of Seller), (v) resulting from the actions taken under Section 4.12 of this Agreement, or (vi) relating to all income Taxes arising as a result of the sale of the Stock and the transactions contemplated by this Agreement; provided, however, that Seller shall not be liable or offer an indemnification for any amount of current liability accrual for Taxes to the extent reflected on the Closing Balance Sheet. (b) The Company Purchaser shall be liable for, and shall indemnify and hold SEP I Seller and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, from any Tax Losses (i) imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business Terminals Companies with respect to the period after the Closing DateDate or (ii) with respect to state and local Transaction Taxes incurred by Seller in connection with converting any of the Terminals Companies into limited liability companies pursuant to Section 4.8 hereof (provided, however, that the indemnification by Purchaser pursuant to this clause (ii) shall be limited to those Taxes in excess of the Transaction Taxes which would have arisen had the Terminals Companies been sold as corporations and an election under Section 338(h)(10) of the Code had been made). (c) Whenever it is necessary for purposes of this Article 5 10 to determine the amount portion of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business Terminals Companies for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Pre-Closing DateDate Period, 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 prethe Pre-Closing Date period Period constitutes a separate taxable period applicable to SEP III, of the Contributed Assets or the Contributed Business Terminals Companies 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Pre-Closing Date Period ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax Tax paid or payable with respect to SEP III, any of the Contributed Assets or the Contributed Business Terminals Companies shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such tax Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise taxTax. (d) If Purchaser agrees to pay to Seller any refund received after the Company Closing Date by Purchaser or its Affiliates, including the Terminals Companies, in respect of any Taxes for which Seller is liable under clause (a) of this Section 10.1. Seller agrees to pay to Purchaser any refund received by Seller or its Affiliates receives a refund in respect of any Taxes that SEP I for which Purchaser is responsible for hereunder, or if SEP I or its Affiliates receive a refund liable under clause (b) of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunderthis Section 10.1. The parties shall cooperate cooperate, each at its own expense, in order to take all reasonably necessary steps to claim any such refund. Any such refund received by a party or its Affiliate for the account of the other party shall be paid to such other party within 90 days after such refund is received. (e) Purchaser and Seller agree not to make or cause any election (including an election to ratably allocate items under Treasury Regulations Section 1.1502-76(b)(2)(ii)) to allocate tax items in a manner inconsistent with Section 10.1(c) hereof.

Liability for Taxes. (a) SEP I shall be liable for, Each Key Securityholder jointly and shall severally agrees to indemnify and hold harmless pursuant to Article VIII each Parent Group Member from and against any and all Losses and Expense incurred by such Parent Group Member in connection with or arising from (A) all Taxes imposed on the Company and its respective subsidiaries or the Subsidiary or for which either the Company or the Subsidiary may otherwise be liable, as a result of having been a member of a Company Group (including SEP III) harmless from any 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 Taxes for which the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SEP III, the Contributed Assets Company or the Contributed Business by reason of Treasury Regulations Section Subsidiary may be liable pursuant to Treas. Reg. § 1.1502-6 or any analogous similar provisions of state, local or foreign law or regulation which is attributable to as a result of having been a member of a Company Group and any consolidatedTaxes resulting from the Company or the Subsidiary ceasing to be a member of any Company Group), combined and (B) all Taxes imposed on the Company or unitary group the Subsidiary, or for which the Company or the Subsidiary may otherwise be liable, for any taxable year or period that ends on or prior to and including before the Closing Date or (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or and, with respect to SEP IIIany Straddle Period, the Contributed Assets or the Contributed Business with respect to the period prior portion of such Straddle Period up to and including the Closing Date. (b) The Company shall be liable for; provided, and shall indemnify and hold SEP I and its Affiliates (other than however, that any extraordinary transaction occurring on the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period Closing Date after the Closing at the direction of Parent shall be treated by the Company, the Securityholders and Parent for all federal income tax purposes as occurring at the beginning of the day following the Closing Date. (c) . Whenever it is necessary for purposes of this Article 5 to determine the amount liability for Taxes of any Taxes imposed on the Company or incurred by SEP IIIthe Subsidiary for a Straddle Period, the Contributed Assets determination of the Taxes of the Company or the Contributed Business Subsidiary for a taxable period beginning before and ending after the Closing Date which is allocable to portion of the period prior Straddle Period up to and including the Closing Date, and the determination portion of the Straddle Period beginning after, the Closing Date 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, determined by assuming that such pre-the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date period constitutes and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a separate taxable period applicable to SEP III“closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except provided, however, that exemptions, allowances and or deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciationdepreciation and personal property, real property and other similar Taxes, shall be apportioned between such two taxable years or periods on a daily basis. Notwithstanding the foregoing and for the avoidance of doubt, any Excluded Taxes shall not be indemnified by any Securityholder. (i) Each Key Securityholder shall be liable for and pay, and pursuant to Article VIII shall indemnify and hold harmless each Parent Group Member from and against any and all Losses and Expenses incurred by such Parent Group Member in connection with or arising from any gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement. (ii) Except as provided for in clause (B) below and except to the period prior to and including extent shown as an asset (or liability reduction) on the Closing Date ratably on Net Working Capital Statement, if Parent, the Surviving Corporation or any Parent Group Member receives a per diem basis). Notwithstanding anything credit with respect to, or refund of, any Tax for which any Key Securityholder is liable under this Agreement, Parent shall pay over to the contrary hereinSecurityholder Representative for distribution to the Securityholders the amount of such refund or credit within fifteen (15) days after receipt. In the event that any refund or credit of Taxes for which a payment has been made to the Securityholder Representative by Parent is subsequently reduced or disallowed, the Securityholder Representative shall indemnify and hold harmless Parent (in accordance with the provisions of Section 7.2(c)) for any Tax by reason of the reduction or disallowance in an amount not to exceed the amount actually paid by Parent to the Securityholder Representative. (A) If Parent, the Company or the Subsidiary becomes entitled to a refund or credit of Taxes for which any Securityholder is liable under paragraph (a) to indemnify Parent, the Company or the Subsidiary, and such refund or credit is attributable to the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to the Company or the Subsidiary, then except as provided in Section 7.6, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business Securityholder shall not be allocated entitled to the taxable period during which the income, operations, assets or capital comprising the base amount of such tax refund or credit, nor shall such Securityholder be obligated under the preceding sentence to pay Parent the amount of such refund or credit. (B) For purposes of this Section 7.2, Tax refunds shall include any interest that is measured, regardless paid as part of whether the right to do business for another taxable period is obtained by the payment of such franchise taxrefunds, reduced by the increase in the original payee’s federal, state, local, foreign or other Taxes payable attributable to such interest after taking into account any offsetting deductions or credits. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (ai) SEP I Seller shall be liable forfor and pay (A) all Taxes imposed on any of the Companies, and shall indemnify and hold or for which any of the Company and its respective subsidiaries (including SEP III) harmless from Companies may otherwise be liable, for any Taxestaxable year or period that ends on or before the Closing Date and, together with respect to any costsStraddle Period, 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 portion of such Taxes (“Tax Losses”)Straddle Period ending on and including the Closing Date, (iB) imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business any Taxes by reason of the several liability of the Companies pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined affiliated, combined, unitary or unitary similar group on or prior to and including the Closing Date or and (iiC) any Tax Losses Taxes incurred by or imposed on Seller arising from the sale of the Companies by Seller; provided, however, that Seller shall not be liable for or pay (I) any Taxes shown as a liability or reserve on the Companies Financial Statements, (II) any Taxes imposed on any of the Companies or for which any of the Companies may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other than Tax Losses relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, and (III) notwithstanding anything to the contrary herein, any Taxes resulting from a sale of any of the Companies by Purchaser (Taxes described in this proviso, hereinafter "Excluded Taxes"). Purchaser and Seller agree that, with respect to any transaction described in clause (iII) aboveof the preceding sentence, each of the Companies and all persons related to any of the Companies under Section 267(b) imposed of the Code immediately after the Closing shall treat the transaction for all federal income Tax purposes (in accordance with Treasury Regulations Section 1.1502 76(b)(1)(ii)(B)), and (to the extent permitted) for other income Tax purposes, as occurring at the beginning of the day following the Closing Date. Seller shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or incurred by or before the Closing Date and, with respect to SEP IIIany Straddle Period, the Contributed Assets or the Contributed Business with respect to the period prior to portion of such Straddle Period ending on and including the Closing Date. (bii) The Company Purchaser shall be liable forfor and pay, and shall indemnify pursuant to Article VIII covenants to indemnify, defend and hold SEP I harmless the Seller Indemnified Parties from and its Affiliates (other than the Company against any and its subsidiaries, including SEP III) harmless all Damages arising from, (A) all Taxes imposed any Tax Losses imposed on of the Companies, or incurred by SEP IIIfor which any of the Companies may otherwise be liable, for any taxable year or period that begins after the Contributed Assets or the Contributed Business Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date and (B) any Excluded Taxes. Except as otherwise provided herein, Purchaser shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date. (ciii) Whenever For purposes of paragraphs (a)(i) and (a)(ii), whenever it is necessary for purposes of this Article 5 to determine the amount liability for Taxes of any Taxes imposed on or incurred by SEP IIIof the Companies for a Straddle Period, the Contributed Assets or determination of the Contributed Business Taxes of any of the Companies for a taxable period the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning before and ending after after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which is allocable to ended at the period prior to close of the Closing Date and including the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of any of the determination Companies for the Straddle Period shall be made, in the case of property allocated between such two taxable years or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), periods on a per diem basis and, in "closing of the case of other Taxes, books basis" by assuming that such pre-the books of the Companies were closed at the close of the Closing Date; provided, however, that (I) transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period constitutes a separate taxable period applicable that is deemed to SEP IIIbegin at the beginning of the day following the Closing Date, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except that II) exemptions, allowances and or deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including between such two taxable years or periods on a daily basis. (iv) If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date ratably on in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a per diem basis). Notwithstanding anything Tax liability for which Seller would otherwise be liable pursuant to paragraph (a)(i) of this Section 5.14, and such change results in or will result in a decrease in the contrary hereinTax liability of any of the Companies, Purchaser or successor of any franchise tax paid thereof for any taxable year or payable period beginning after the Closing Date or for the portion of any Straddle Period beginning after the Closing Date, Seller shall not be liable pursuant to such paragraph (a)(i) with respect to SEP III, the Contributed Assets or the Contributed Business shall be allocated such increase to the taxable period during which extent of the present value (using a discount rate equal to the then "Federal mid-term rate," as that term is defined in Section 1274(d) of the Code) of such decrease (and, to the extent such increase in Tax liability is paid to a taxing authority by Seller or any Affiliate thereof, Purchaser shall pay Seller an amount equal to the present value of such decrease). Conversely, if, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date in an item of income, operationsgain, assets loss, deduction, credit or capital comprising amount of Tax that results in an increase in a Tax liability for which Purchaser would otherwise be liable pursuant to paragraph (a)(ii) of this Section 5.14, and such change results in or will result in a decrease in the base Tax liability of any of the Companies, Seller or successor of any thereof for any taxable year or period ending on or before the Closing Date or for the portion of any Straddle Period beginning before the Closing Date, Purchaser shall not be liable pursuant to such paragraph (a)(ii) with respect to such increase to the extent of the present value (using a discount rate equal to the then "Federal mid-term rate", as that term is defined in Section 1274(d) of the Code) of such tax decrease (and, to the extent such increase in Tax liability is measuredpaid to a taxing authority by Purchaser or any Affiliate thereof, regardless of whether Seller shall pay Purchaser an amount equal to the right to do business for another taxable period is obtained by the payment present value of such franchise taxdecrease). (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) SEP I Except as otherwise provided in this Agreement, Buyer, on the one hand, and Seller and Seller Owners, on the other hand, shall be liable for the Taxes imposed upon them by law and neither shall have any right to indemnity from the other on account of Taxes. (b) Seller shall be liable for, and shall indemnify and hold the Company Buyer and its respective subsidiaries (including SEP III) Affiliates harmless from any 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”)from, (i) imposed on any Taxes caused by or incurred by SEP IIIresulting from the sale of the Storage Assets pursuant to this Agreement (excluding the Taxes specified in Section 10.03), the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including the Closing Date or (ii) any Tax Losses (Taxes relating to the income, ownership, sale or other transfer of the Excluded Assets or any other assets of Seller other than Tax Losses described in clause the Storage Assets, (iiii) above) any Taxes imposed on or incurred by or with respect to SEP III, the Contributed Assets or the Contributed Business with respect to the ownership or operation of the Storage Assets for any taxable period ending on or before the Effective Time (or the portion, determined as described in paragraph (d) of this Section 10.02, of any such Taxes for any taxable period beginning on or before and ending after the Effective Time which is allocable to the portion of such period prior to the Effective Time (the "Pre-Closing Period")), (iv) any Taxes arising from a breach of Seller's representations pursuant to Section 4.10 (treating such representations as made as of the date hereof and including as of the Closing Date), (v) the real and personal property taxes contemplated by Section 3.02(a)(ii), and (vi) any attorneys' fees or other costs incurred by Buyer or any of its Affiliates in connection with any payment from Seller under this Section 10.02(b). (bc) The Company Buyer shall be liable for, and shall indemnify and hold SEP I Seller and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, (i) any Tax Losses Taxes (including the Taxes specified in Section 10.03) imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing DateStorage Assets for which Seller is not liable pursuant to Section 10.02(b), and (ii) any attorneys' fees or other costs incurred by Seller and its Affiliates in connection with any payment from Buyer under this Section 10.02(c). (cd) Whenever it is necessary for the purposes of this Article 5 Section 10.02(b)(iii) or Section 10.02(c)(i) to determine the amount portion of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business for a taxable period beginning on or before and ending after the Closing Date Effective Time which is allocable to the period prior to and including the Pre-Closing DatePeriod, the determination shall be made, in the case of property or property, ad valorem taxes or franchise taxes similar Taxes (which are not measured by, or based solely upon capitalupon, debt production) or a combination of franchise or capital and debtTaxes (which are not measured by, or based upon, net income), on a per diem basis basis, and, in the case of other Taxes, by assuming that such prethe Pre-Closing Date period Period constitutes a separate taxable period applicable to SEP III, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning on or before and ending after the Closing Date Effective Time that are calculated on an annual or periodic basis, such as the deduction for depreciation, basis shall be apportioned to the period prior to and including the Pre-Closing Date Period ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (de) If Buyer agrees to pay to Seller any refund received after the Company Effective Time by Buyer or its Affiliates, including the Seller Transferred Subsidiaries, in respect of any Taxes for which Seller is liable under Section 10.02(b). Seller agrees to pay to Buyer any refund received by Seller or its Affiliates receives a refund in respect of any Taxes that SEP I for which Buyer is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunderliable under Section 10.02(c). The parties Parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by a Party or its Affiliate for the account of the other Party shall be paid to such other Party within thirty (30) days after such refund is received. (f) The adjustment to the Purchase Price for certain property Taxes pursuant to Section 3.02(a)(ii) of this Agreement shall constitute a preliminary settlement of the indemnity obligations under this Section 10.02 relating to such Taxes. Further adjustments shall be made, pursuant to the provisions of this Article X, to the extent those Taxes differ from the amounts used in calculating the adjustment to the Purchase Price.

Liability for Taxes. (ai) SEP I Each Seller shall be severally liable forfor and pay any Income Taxes due in respect of, and shall be responsible for the Seller Representative’s preparation and filing of, the Tax Returns to be prepared by Seller Representative under Section 5.04(b)(i); provided, however, that Sellers shall not be liable for or pay, and shall not indemnify or hold harmless any Purchaser Indemnitee from and hold against, (A) any Taxes to the Company and its respective subsidiaries extent of the amount taken into account as a liability or reserve for Taxes in computing the Final Aggregate Purchase Price; (including SEP IIIB) harmless any Taxes that result from any Taxes, together with any costs, expenses, losses actual or damages, including reasonable expenses deemed election under Section 338 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 SEP III, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502-6 Code or any analogous similar provisions of state, local or foreign law as a result of the purchase of the Securities or regulation which is attributable to having been a member the deemed purchase of shares of any consolidatedSubsidiary or that result from Purchaser, combined any Affiliate of Purchaser, the Company or unitary group any Subsidiary engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company or any Subsidiary for Tax purposes and (C) any Taxes imposed on the Company or prior to and including any Subsidiary as a result of transactions occurring on the Closing Date or that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing. (ii) Sellers shall be entitled to any refund of (or credit against) Income Taxes allocable to any Pre-Closing Tax Losses Period. Upon the request of the Seller Representative, Purchaser shall (other than or cause its Affiliates to) take such steps as may be reasonably available to secure any such refund or credit and to carry back items of loss, deduction or credit from Pre-Closing Tax Losses described in clause (i) above) imposed on Periods, including the filing of amended Tax Returns or incurred by an IRS Form 1139. Purchaser shall inform the Seller Representative shortly after the end of each calendar year as to whether any such refund or credit is, or with respect to SEP IIIthe taking of action, the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Datewould be, available. (biii) The Subject to Section 5.04(a)(i), Purchaser and, after the Closing, the Company shall be liable for, for and shall indemnify and hold SEP I and its Affiliates (other than pay all Taxes imposed on the Company and its subsidiaries, including SEP III) harmless from, or any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing DateSubsidiary. (civ) Whenever For purposes of Section 5.04(a)(i), whenever it is necessary for purposes of this Article 5 to determine any refund of (or credit against) Taxes of the amount Company or any Subsidiary for the portion of any Taxes imposed a Straddle Period that ends on or incurred by SEP III, the Contributed Assets or the Contributed Business 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, made by assuming that such pre-the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Company or any Subsidiary for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Company and the Subsidiaries were closed at the close of the Closing Date; provided, however, that (A) transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period constitutes a separate taxable period applicable that is deemed to SEP IIIbegin at the beginning of the day following the Closing Date, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except that B) exemptions, allowances and or deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciationproperty Taxes and depreciation deductions, shall be apportioned to the period prior to and including the Closing Date ratably between such two (2) taxable years or periods on a per diem daily basis). . (v) Purchaser and Sellers shall each be liable for and pay one-half of the amount any real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement. (vi) Notwithstanding anything to the contrary herein, any franchise tax paid or payable Sellers and Purchaser agree that Sellers make no representation, warranty, and provide no other assurance, with respect to SEP IIIthe amount of any Tax Attributes of the Company or any Subsidiary, the Contributed Assets or the Contributed Business shall be allocated with respect to the taxable period during which availability on and after the incomeClosing Date of any Tax Attributes of the Company or any Subsidiary. Sellers shall have no liability for any Taxes resulting from or arising with respect to any sale of the Company or any Subsidiary (or any assets thereof) following the Closing Date. (vii) Any and all deductions related to (A) any exercise, operationsor cancellation pursuant to Section 1.02, assets of an Option that occurs on or capital comprising prior to the base Closing Date (including any deduction for any payment in respect of any such tax is measuredOption, regardless of whether when such payment is made), (B) any bonuses paid on or prior to the right Closing Date in connection with the transactions contemplated hereby, (C) expenses with respect to do business Indebtedness being paid in connection with the Closing, and (D) all transaction expenses and payments that are deductible for another Tax purposes, including Transaction Expenses and other fees and expenses of legal counsel, accountants, investment bankers and the Seller Representative (such deductions described in clauses (A) through (D), the “Transaction Tax Deductions”) shall be claimed in a taxable period is obtained ending on or prior to the Closing Date, except as otherwise required by the payment of such franchise taxapplicable Law. (dviii) If To the Company extent it is established in accordance with the procedures set forth in this Section 5.04(a)(viii), that any Transaction Tax Deduction results in a reduction of the federal, state or its Affiliates receives local income, franchise or similar Taxes of the Company, any Subsidiary, Purchaser or any Affiliate or successor thereof for any taxable year or period beginning after the Closing Date or any Straddle Period (each such reduction, a refund “Tax Reduction”), then Purchaser shall pay to Sellers an amount equal to such Tax Reduction. Purchaser shall be required to claim, and to cause the Company, any Subsidiary, any Affiliate or successor thereof to claim, a deduction or similar Tax item (and to claim no income, gain or similar Tax item) with respect to a Transaction Tax Deduction unless there is no reasonable basis for doing so under the standards of Section 6662 of the Code. Any dispute regarding whether the standard set forth in the preceding sentence is met, or regarding the calculation of the Tax Reduction, shall be referred to a mutually acceptable independent accounting firm for final resolution. Payment of any Taxes that SEP I is responsible Tax Reduction shall be made at the due date for hereunderfiling the Tax Return (after taking into account extensions) for the taxable year or period in which the Tax Reduction in question occurs, or if SEP I or its Affiliates receive a refund of any Taxes that together with interest on the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt amount of such refund, remit it payment computed at the applicable federal rate (determined under Section 1274 of the Code) from the due date for filing such Tax Return (without taking into account extensions) through the date of payment. Sellers shall refund to Purchaser any Tax Reduction to the party who extent it has responsibility for such Taxes hereunder. The parties shall cooperate in order been paid by Purchaser to take all necessary steps to claim any such refundSellers but is subsequently disallowed.

Liability for Taxes. (a) SEP I All transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement on the transfer of Shares (including, if applicable, any transfer tax imposed in any state or subdivision) ("Transaction Taxes"), shall be liable forpaid by apportioned between and paid equally by the Buyer and the Seller when due, and shall indemnify the Party responsible for making any required filing under applicable law will, at its own expense, file all necessary Tax Returns and hold the Company and its respective subsidiaries (including SEP III) harmless from any 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 SEP III, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including the Closing Date or (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or documentation with respect to SEP IIIall such Transaction Taxes and, if required by applicable law, the Contributed Assets or other Party will join in the Contributed Business with respect to the period prior to execution of any such Tax Returns and including the Closing Dateother documentation. (b) The Company Seller shall be liable forfor and indemnify the Buyer or the Company, and shall indemnify and hold SEP I and its Affiliates (other than as the case may be, for all Taxes imposed on the Company, or for which the Company and its subsidiariesmay otherwise be liable (including liabilities pursuant to Treasury Regulation Section 1.1502-6(a) or any similar provision of any state, including SEP III) harmless fromlocal or foreign law), for any Tax Losses imposed taxable year or period of the Company that ends on or incurred by SEP IIIbefore the Closing Date (such periods referred to as "Pre-Closing Tax Periods" and Taxes for such periods referred to as "Pre-Closing Taxes"), the Contributed Assets or the Contributed Business and, with respect to the period after the Closing Date. (c) Whenever it is necessary for purposes any portion of this Article 5 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business for a taxable year or period beginning before and ending after the Closing Date which is allocable (such periods referred to as "Straddle Periods" and Taxes for such periods referred to as "Straddle Taxes"), for Taxes attributable to the period prior to portion of such Straddle Period ending on and including the Closing Date; provided, however, that Seller shall have no obligation to make any payment pursuant to this Section 9.1, until the determination amounts that would otherwise be payable pursuant to this Section 9.1 (apart from this proviso) exceed the reserve for Taxes on the Financial Statements, and provided further that any payment pursuant to this Section 9.1 shall be net of tax benefits available to the party to whom such payment is made. (c) Buyer shall be liable for, in and Buyer shall indemnify Seller and its affiliates for, all Taxes imposed on Seller or any of its affiliates with respect to the case of property Company for any taxable year 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 period that such pre-Closing Date period constitutes a separate taxable period applicable to SEP III, the Contributed Assets or the Contributed Business 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 begins after the Closing Date that are calculated on an annual or periodic basis(such periods referred to as "Post-Closing Tax Periods" and such taxes referred to as "Post-Closing Taxes") and, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP IIITaxes for a Straddle Period, the Contributed Assets or portion of Taxes for such Straddle Period beginning after the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise taxClosing Date. (d) If For purposes of this Section 9.1, whenever it is necessary to determine the liability for income taxes of the Company for a portion of a Straddle Period, the determination of the income taxes for the portion of the Straddle Period ending on, and the portion of the Straddle Period beginning after, the Closing Date, shall be determined by assuming that Company had a taxable year or its Affiliates receives a refund period that ended on the Closing Date. To the extent permitted by applicable law, the Parties agree to elect to treat the Closing Date as the last day of the taxable year. In the case of any Taxes that SEP I is responsible are imposed on a periodic basis and are payable for hereundera taxable period that includes (but does not end on) the Closing Date, or if SEP I or its Affiliates receive a refund the portion of such Tax that relates to the Pre- Closing Tax Period shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, 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 Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company. (e) Seller shall be responsible for and shall pay any income, franchise or similar Taxes arising as a result of any Code Section 338(h)(10) election or any comparable or resulting election under state law filed by Buyer or Seller. (f) Any Tax refunds that are received by the Company is responsible or Buyer and any amounts credited against Taxes to which Buyer or the Company become entitled that relate to Taxes for hereunder, Pre-Closing Tax Periods shall be for the party receiving account of Seller unless such refund shallis a result of a carryback of an item that arose in a Post-Closing Tax Period, and Buyer shall pay over to Seller any such refund or the amount of any such credit within 90 15 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refundor entitlement thereto.

Liability for Taxes. (a) SEP I Seller shall be liable for, and shall defend, indemnify and hold the Company and its respective subsidiaries (including SEP III) Buyer harmless from any 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”)against, (i) imposed any Taxes incurred by any of the Subsidiaries for any taxable period ending on or before the Closing Date, (ii) a portion, determined in the manner set forth in this Section 6.15, of any Taxes incurred by SEP III, any of the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502-6 or Subsidiaries for any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including taxable period that includes the Closing Date or but ends after the Closing Date (ii"Straddle Period"), (iii) any income Taxes caused by, or arising from, the Section 338(h)(10) Election, (iv) any transfer or sales Taxes arising from the transactions contemplated in this Agreement, other than transfer or sales Taxes that are imposed because of the Section 338(h)(10) Election if such Taxes are in excess of the transfer or sales Taxes that would have been imposed if the Section 338(h)(10) Election had not been made, and (v) any Taxes imposed with respect to any payment from Seller under this sentence. Any Tax Losses (refunds received by the Buyer relating to the Tax liability of a Subsidiary for a period ending on or before the Closing Date shall be the property of the Seller other than Tax Losses described in clause (i) above) imposed on or incurred by or refunds generated because of a Buyer tax attribute. Seller will ensure that with respect to SEP IIIany Tax partnership listed on the Tax Certificate, the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Date.the (b) The Company If a Straddle Period exists for any of the Subsidiaries for any Tax purpose, the Buyer, Seller, and such Subsidiary, to the extent permitted by law, shall elect to treat such period for purposes of this Agreement as consisting of two periods: (i) a period beginning with the first day of the Straddle Period and ending on the Closing Date ("Pre-Closing Period") and (ii) a period beginning immediately after the Closing Date and ending with the last day of the Straddle Period ("Post- Closing Period"). If applicable law does not permit such an election to be made, Taxes for the entire Straddle Period shall be apportioned between the Pre-Closing Period and the Post-Closing Period under the interim-closing-of-the-books method applied on the Closing Date, except that exemptions, allowances, deductions, and credits calculated under Applicable Law on an annual basis shall be apportioned on a per diem basis between these two periods. Seller shall be liable for, and shall indemnify and hold SEP I and its Affiliates (other than for the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect Taxes apportioned to the period after the Pre-Closing DatePeriod. (c) Whenever it Seller shall prepare, or cause the Subsidiaries to prepare, and submit to Buyer all Tax Returns of the Subsidiaries (and any Tax partnerships in which (i) a Subsidiary owns an interest and (ii) Seller or a Subsidiary has responsibility for preparing and filing partnership Tax Returns) for Taxes for any taxable period ending on or before the Closing Date and for which the due date of any such Tax Return is subsequent to the Closing Date. Any such Tax Return shall be prepared on a basis consistent with Tax Returns prepared with respect to the Subsidiaries for prior taxable periods, unless otherwise required by law, and (d) Buyer and its Affiliates, including the Subsidiaries, are responsible for preparing and filing with the appropriate taxing authorities all Tax Returns which relate to the Taxes of the Subsidiaries other than those described in Section 6.15(c), except that Tax Returns which relate to a Post-Closing Period shall be completed by the Buyer. Seller shall cooperate with the Buyer and shall make available all necessary records and timely take all action necessary to allow Buyer to file, or prepare and file, as the case may be, the Tax Returns described in this paragraph (including, without limitation, providing or causing to be provided to Buyer any powers of attorney which Buyer shall request for purposes of this Article 5 filing any such Tax Returns). Such Tax Returns shall be prepared on a basis consistent with those prepared with respect to determine the amount of any Taxes imposed Subsidiaries for taxable periods ending on or incurred by SEP III, the Contributed Assets or the Contributed Business 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, unless otherwise required by law. (e) Notwithstanding any provision in this Section 6.15 to the determination contrary, the Buyer shall be madereimburse the Seller for certain Taxes, if any, incurred by the Seller in connection with the case liability of property or ad valorem taxes or franchise taxes (which are measured byan affiliated, combined, or based solely upon capitalunitary group of corporations with respect to the income, debt or a combination if any, of capital and debt)the Subsidiaries from the period from August 31, on a per diem basis and1996, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SEP III, the Contributed Assets or the Contributed Business 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 through the Closing Date that are calculated on in an annual or periodic basisamount equal to 37% of the net taxable income, reduced by all appropriate expenses, deductions and credits, of the Subsidiaries for such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basisdetermined in accordance with United States federal income tax principles ("Reimbursable Taxes"). Notwithstanding anything to the contrary herein, any franchise tax paid or payable The (f) Any payment made with respect to SEP III, the Contributed Assets or the Contributed Business Taxes pursuant to this Section 6.15 shall be allocated treated by Seller and Buyer as a nontaxable adjustment to the taxable period during which Purchase Price for the income, operations, assets or capital comprising the base of such tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise taxShares. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) SEP I The Seller Parties shall be liable for, and shall indemnify and hold the Company Buyer Parties, Four Corners LLC and its their respective subsidiaries (including SEP III) harmless from the Seller Parties’ Ownership Percentage of any 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 SEP III, the Contributed Assets Four Corners LLC or the Contributed Business its assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to Four Corners LLC having been a member of any consolidated, combined or unitary group on or for the period prior to and including the Closing Date or Date, (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SEP III, the Contributed Assets Four Corners LLC or the Contributed Business its assets with respect to the period prior to and including the Closing DateDate or (iii) attributable to a breach by the Seller Parties of any representation, warranty or covenant with respect to Taxes in this Agreement. (b) The Company Buyer Parties shall be liable for, and shall indemnify and hold SEP I the Seller Parties and its their Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses (i) imposed on or incurred by SEP III, the Contributed Assets Four Corners LLC or the Contributed Business its assets with respect to the period after the Closing DateDate or (ii) attributable to a breach by the Buyer Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article 5 7 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business Four Corners LLC 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 SEP III, the Contributed Assets or the Contributed Business Four Corners LLC 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax Tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business Four Corners LLC shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such tax Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise taxTax. (d) If any of the Company Buyer Parties or its their Affiliates receives a refund of any Taxes that SEP I any of the Seller Parties is responsible for hereunder, or if SEP I the Seller Parties or its their Affiliates receive a refund of any Taxes that any of the Company Buyer Parties is responsible for hereunder, the party receiving such refund shall, within 90 ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties Parties shall cooperate in order to take all necessary steps to claim any such refund. (e) The Parties agree that any indemnification or payment obligation of the Seller Parties with respect to Taxes of Four Corners LLC shall be limited to the Seller Parties’ Ownership Percentage of such indemnification or payment obligation.

Liability for Taxes. (ai) SEP I shall be liable forFrom and after the Closing, and shall Seller agrees to indemnify and hold harmless each Buyer Group Member from and against any and all Losses incurred by such Buyer Group Member in connection with or arising from: (A) Taxes imposed on any Taxpayer with respect to any taxable year or period that ends on or before the Company and its respective subsidiaries (including SEP III) harmless from Closing Date and, with respect to any TaxesStraddle Period, 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 portion of such Taxes (“Tax Losses”)Straddle Period ending on and including the Closing Date, (iB) Taxes imposed on any Taxpayer as a result of having been a member of a Tax Group or incurred by SEP III, the Contributed Assets or the Contributed Business by reason as a result of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any other affiliated, consolidated, combined or unitary group pursuant to Treasury Regulation Section 1.1502-6 (or similar provision of state, local or foreign law) on or prior to the Closing Date, (C) Section 338 Taxes, (D) Taxes imposed on any Taxpayer as a result of any breach of any representation or warranty in Section 5.7, (E) Taxes imposed on or with respect to income or gain recognized by any Taxpayer, Seller, or a Tax Group as a result of the Special Distribution, (F) Transfer Taxes that Seller is responsible for paying pursuant to Section 8.1(a)(iv); provided, however, that Seller does not agree to indemnify or hold harmless any Buyer Group Member from or against Losses incurred in connection with or arising from (I) Taxes to the extent such Taxes are taken into account in the computation of the Closing Date Working Capital, (II) Taxes attributable to any transaction that occurs on the Closing Date but after Closing that is not in the ordinary course of business and is not contemplated by this Agreement or (III) Transfer Taxes that Buyer is responsible for paying pursuant to Section 8.1(a)(iv) (the Taxes described in clauses (I), (II) and (II) of this proviso being referred to as “Excluded Taxes”). For the avoidance of doubt, Seller’s obligation to indemnify, defend and hold harmless each Buyer Group Member pursuant to this Section 8.1 shall not be subject to the limitations described in Section 11.2. (ii) From and after the Closing, Buyer agrees to indemnify and hold harmless each Seller Group Member from and against any and all Losses incurred by such Seller Group Member in connection with or arising from (A) Taxes imposed on any Taxpayer with respect to any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date and (B) Excluded Taxes; provided, however, that Buyer does not agree to indemnify and hold harmless any Seller Group Member from or against any Losses incurred in connection with or arising from Taxes for which Seller is liable under Section 8.1(a)(i). (iii) Whenever it is necessary to determine the liability for Taxes of a Taxpayer for a Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall (A) in the case of ad valorem or property Taxes, be determined by multiplying the amount of such Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the Straddle Period before and including the Closing Date or (ii) any Tax Losses (other than Tax Losses described the number of calendar days in clause (i) above) imposed on or incurred by or with respect to SEP III, the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Date. (b) The Company shall be liable for, and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period Straddle Period after the Closing Date. , as the case may be, and the denominator of which is the total number of calendar days in the Straddle Period (c) Whenever it is necessary for purposes provided, however, that no ad valorem or property Tax attributable to property that was not held during the portion of this Article 5 to determine the amount of any Taxes imposed Straddle Period ending on or incurred by SEP III, the Contributed Assets or the Contributed Business for a taxable period beginning before and ending after the Closing Date which is shall be allocable to the taxable period prior that is deemed to and including end on the Closing Date, and no ad valorem or property Tax attributable to property that was not held during the determination portion of the Straddle Period beginning after the Closing shall be madeallocable to the taxable period that is deemed to begin after the Closing Date), and (B) 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 all other Taxes, be determined by assuming that such pre-the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date period constitutes and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two (2) taxable years or periods on a separate taxable period applicable “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date; provided, however, that (I) Taxes attributable to SEP III, any transaction that occurs on the Contributed Assets or Closing Date but after Closing that is not in the Contributed Ordinary Course of Business and is not contemplated by taking into account this Agreement shall be allocated to the actual taxable events occurring during such year or period that is deemed to begin at the beginning of the day following the Closing Date and (except that II) exemptions, allowances and or deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably between such two taxable years or periods on a per diem daily basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (div) If Notwithstanding anything herein to the Company or its Affiliates receives a refund contrary, (A) Seller agrees to pay any Transfer Taxes imposed on the Special Distribution and (B) Seller, on the one hand, and Buyer, on the other hand, agree to each pay fifty percent (50%) of any Transfer Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund imposed on the transfer of any Taxes that the Company is responsible for hereunder, Shares and the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refundSection 338(h)(10) Elections.

Liability for Taxes. (a) SEP I Seller shall be liable for, and shall indemnify and hold Purchaser, the Company Calnev Companies and its their respective subsidiaries (including SEP III) Affiliates harmless from any 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 (“"Calnev Tax Losses”"), (i) imposed on or incurred by SEP III, any of the Contributed Assets or the Contributed Business Calnev Companies by reason of the several liability of the Calnev Companies pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including the Calnev Closing Date or Date, (ii) resulting from any Tax Losses of the Calnev Companies ceasing to be a member of the affiliated group (other than Tax Losses described in clause within the meaning of Code Section 1504(a)) that includes Seller, (i) aboveiii) imposed on or incurred by or any of the Calnev Companies with respect to SEP III, the Contributed Assets any period (or the Contributed Business with respect to the period portion thereof) prior to and including the Calnev Closing DateDate (the "Calnev Pre-Closing Date Period"), (iv) attributable to any discharge of indebtedness that may result from any capital contributions by Seller (or an Affiliate of Seller) to any of the Calnev Companies of any intercompany indebtedness owed by any of the Calnev Companies to Seller (or an Affiliate of Seller) or (v) relating to all income Taxes arising as a result of the sale of the GPL Stock and the Calnev Sale; provided, however, that Seller shall not be liable or offer an indemnification for any amount of current liability accrual for Taxes to the extent reflected on the Calnev Closing Balance Sheet with respect to the Calnev Companies. (b) The Company Purchaser shall be liable for, and shall indemnify and hold SEP I Seller and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, from any Calnev Tax Losses (i) imposed on or incurred by SEP III, any of the Contributed Assets or the Contributed Business Calnev Companies with respect to the period after the Calnev Closing DateDate or (ii) with respect to state and local Transaction Taxes incurred by Seller in connection with converting any of the Calnev Companies into limited liability companies pursuant to Section 4A.5 hereof (provided, however, that the indemnification by Purchaser pursuant to this clause (ii) shall be limited to those Taxes in excess of the Transaction Taxes which would have arisen had the Calnev Companies been sold as corporations and an election under Section 338(h)(10) of the Code had been made). (c) Whenever it is necessary for purposes of this Article 5 10A to determine the amount portion of any Taxes imposed on or incurred by SEP III, any of the Contributed Assets or the Contributed Business Calnev Companies for a taxable period beginning before and ending after the Calnev Closing Date which is allocable to the period prior to and including the Calnev Pre-Closing DateDate Period, 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 prethe Calnev Pre-Closing Date period Period constitutes a separate taxable period applicable to SEP III, of the Contributed Assets or the Contributed Business Calnev Companies 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.Calnev Closing

Liability for Taxes. (a1) SEP I The Selling Stockholder shall be liable for, for and shall indemnify and hold pay all Taxes (A) imposed on the Company and its respective subsidiaries (including SEP III) harmless from any 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 Subsidiaries pursuant to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section 1.1502Treas. Reg. ss. 1. 1502-6 or any analogous statesimilar provision of foreign, state or local or foreign law or regulation which is attributable to as a result of the Company and its Subsidiaries having been a member members of an "affiliated group" (as such term is defined in Section 1504(a) of the Code) that includes the Selling Stockholder or (B) imposed on the Company and its Subsidiaries for any consolidated, combined taxable year or unitary group period ending on or prior to and including the Closing Date or (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or and, with respect to SEP III, the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Date. (b) The Company shall be liable for, and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date. (c) Whenever it is necessary for purposes of this Article 5 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business for a taxable period year beginning before and ending after the Closing Date which is allocable to (a "Straddle Period"), the period prior to portion of such Straddle Period ending on and including the Closing Date; provided, however, that the determination Selling Stockholder shall not be madeliable for or pay (I) any Taxes up to the amount of such Taxes that are accrued on the Closing Balance Sheet (as defined in Section 2.2(b) hereof), in (II) any Taxes that result from any actual or deemed election under Section 338 of the case Code or any similar provisions of property or ad valorem taxes or franchise taxes (which are measured byany other relevant Tax law relating to the transactions contemplated by this Agreement, or based solely upon capitalthat result from the Purchaser or any of its affiliates engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a sale of assets of the Company and its Subsidiaries for federal, debt state, local or other Tax purposes and (III) any Taxes imposed on the Company and its Subsidiaries as a combination result of capital and debt), transactions occurring 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 SEP III, the Contributed Assets or the Contributed Business 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 basisproperly allocable (based on, such among other relevant factors, factors set forth in Treas. Reg. ss. 1.1502-76(b)(1)(ii)(B)) to periods after the Closing (Taxes described in items (I) through (III) above, "Excluded Taxes"). The Purchaser and the Selling Stockholder agree that, with respect to any transaction described in item (III) of the preceding sentence, the Company and its Subsidiaries and all Persons related to the Company and its Subsidiaries under Section 267(b) of the Code immediately after the Closing shall treat the transaction for all federal income Tax purposes (in accordance with Treas. Reg. ss. 1.1502-76(b)(1)(ii)(B)), and (to the extent permitted) for other income Tax purposes, as occurring at the deduction for depreciation, beginning of the day immediately following the Closing Date. The Selling Stockholder shall be apportioned entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the period prior Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; provided, however, that the Selling Stockholder shall not be entitled to any refund or credit that is accrued on the Closing Date ratably Balance Sheet. (2) The Purchaser shall be liable for and shall pay (A) all Taxes imposed on a per diem basis). Notwithstanding anything to the contrary hereinCompany and its Subsidiaries for any taxable years or periods beginning after the Closing Date and, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.Straddle

Liability for Taxes. (a) SEP I The Contributing Parties shall be liable for, and shall indemnify and hold the Company Partnership Parties and its their respective subsidiaries (including SEP III) harmless from any 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 SEP IIIthe Contributed Company, the Contributed Transferred Assets or the Contributed Transferred Business by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including the Closing Date or Date, (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SEP IIIthe Contributed Company, the Contributed Transferred Assets or the Contributed Transferred Business with respect to the period prior to and including the Closing Date, or (iii) attributable to a breach by the Contributing Party of any representation (other than those contained in Section 3.11, to which Article 9 shall be applicable), warranty or covenant with respect to Taxes in this Agreement. (b) The Company Partnership Parties shall be liable for, and shall indemnify and hold SEP I the Contributing Party and its Affiliates (other than the Company Partnership Parties and its their subsidiaries, including SEP III) harmless from, any Tax Losses (i) imposed on or incurred by SEP IIIthe Contributed Company, the Contributed Transferred Assets or the Contributed Transferred Business with respect to the period after the Closing DateDate or (ii) 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 5 7 to determine the amount of any Taxes imposed on or incurred by SEP IIIthe Contributed Company, the Contributed Transferred Assets or the Contributed Transferred Business 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 SEP IIIthe Contributed Company, the Contributed Transferred Assets or the Contributed Transferred Business 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP IIIthe Contributed Company, the Contributed Transferred Assets or the Contributed Transferred Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If any of the Company Partnership Parties or its their Affiliates receives a refund of any Taxes that SEP I is any of the Contributing Parties are responsible for hereunder, or if SEP I the Contributing Parties or its their Affiliates receive a refund of any Taxes that any of the Company Partnership Parties is responsible for hereunder, the party receiving such refund shall, within 90 ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) SEP I Parent shall be liable responsible for, pay or cause to be paid, indemnify the Buyers and shall indemnify each of their subsidiaries and hold the Company and its respective subsidiaries Affiliates (including SEP IIIthe QNX Entities after the Closing Date) harmless from any 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 (each a “Buyer Tax LossesIndemnitee”), and hold each Buyer Tax Indemnitee harmless from and against, any and all Taxes (i) of, or imposed on, the QNX Entities in respect of any Pre-Closing Period; (ii) imposed upon QSSI for any taxable period that ends on or before or includes the Closing Date pursuant to Section 1.1502-6 of the United States Treasury Regulations or any similar provision of state or local law; (iii) of another person imposed on any of the QNX Entities under any Tax sharing or Tax allocation agreement in respect of any Pre-Closing Period, (iv) imposed on or incurred assessed against Buyer 1 pursuant to subsection 116(5) of the Tax Act (together with any interest and penalties related thereto), in respect of the acquisition by SEP IIIBuyer 1 of the QSSC Shares and the Wavemaker Shares pursuant to this Agreement, the Contributed Assets or the Contributed Business (v) attributable to any breach by reason of Treasury Regulations Section 1.1502-6 Parent or any analogous state, local or foreign law or regulation which is attributable to having been a member of its Affiliates of any consolidatedcovenant contained in this Agreement, combined in each case to the extent any such Taxes are due or unitary group payable to any Tax Authority by the Buyer Tax Indemnitees under Applicable Law (collectively, “Parent Taxes”); provided, however, that notwithstanding the foregoing, Parent shall not be responsible for, and Parent Taxes shall not include, any Taxes to the extent that such Taxes are specifically included as a Current Liability on or prior to and including the Closing Date Balance Sheet or the Closing Date Working Capital Statement (or the applicable worksheets thereto) (“WC Taxes”) or result from (x) any breach by the Buyers or any of their Affiliates of any covenant contained in this Agreement; (y) any actions taken by any QNX Entity outside the ordinary course of business on the Closing Date after the Closing Time; or (iiz) any Pre-Acquisition Reorganization (collectively, such Taxes referred to in clauses (x), (y) and (z), and any WC Taxes, “Buyer Taxes”, in each case whether or not such Buyer Taxes would have been Parent Taxes but for the proviso contained in this Section 6.2(a)). For the avoidance of doubt, Taxes which Parent shall be responsible for pursuant to this Section 6.2(a) shall include all Taxes for any Pre-Closing Period of or attributable to any QNX Entity in respect of income reported on or required to be shown in any Combined Tax Losses Return that Parent is responsible for filing pursuant to Section 6.3(a) of this Agreement, other than any Buyer Taxes. Any indemnity payment required to be made by Parent pursuant to this Section 6.2(a) (other than Tax Losses described any indemnity payment for Taxes shown on a Specified Section 6.3(b) Return, which shall be dealt with in clause Section 6.3(b)) shall be made within thirty (i30) above) imposed on or incurred by or with respect days of written notice from the Buyers, which notice shall not be delivered to SEP III, the Contributed Assets or the Contributed Business Parent prior to a final determination with respect to the period prior issue to and including the Closing Datewhich such indemnity relates. (b) The Company Buyers shall be liable responsible for, and shall pay or cause to be paid, indemnify and hold SEP I Parent and its subsidiaries and Affiliates (other than the Company QNX Entities) (each a “Seller Tax Indemnitee”), and its subsidiarieshold each Seller Tax Indemnitee harmless from and against, including SEP III(i) harmless fromany Buyer Taxes and (ii) all Taxes of, or imposed on, the QNX Entities (and any Taxes of another person in respect of any Post-Closing Period imposed on any of the QNX Entities under any Tax sharing or Tax allocation agreement) in respect of any Post-Closing Period, except to the extent that such Taxes are the responsibility of Parent under Section 6.2(a), in each case to the extent any such Taxes are due or payable to any Tax Authority by the Seller Tax Indemnitees under Applicable Law. In the case of Taxes shown on a Tax Return, any indemnity payment required to be made by Buyers pursuant to this Section 6.2(b) shall be made no later than two (2) Business Days prior to the Tax Losses imposed Return Due Date, provided, however, that with respect to any such indemnity payment for Taxes shown on or incurred a Tax Return for which Parent has the filing responsibility under Section 6.3(a), Parent shall deliver to Buyers no later than twenty (20) days prior to the Tax Return Due Date a notice setting forth the amount of such indemnity payment and a description of the basis for such indemnity payment pursuant to the relevant provisions of this Agreement. In any other case, any indemnity payment requirement to be made by SEP IIIBuyers pursuant to this Section 6.2(b) shall be made within thirty (30) days of written notice from Parent, the Contributed Assets or the Contributed Business which notice shall not be delivered to Buyers prior to a final determination with respect to the period after the Closing Dateissue to which such tax indemnity relates. (c) Whenever it is necessary for For purposes of this Article 5 Agreement, in determining the Taxes attributable to determine the Pre-Closing Period included in any Straddle Period, (i) Property Taxes shall be equal to the amount of any such Property Taxes imposed on or incurred for the entire Straddle Period multiplied by SEP IIIa fraction, the Contributed Assets or numerator of which is the Contributed Business for a number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) Taxes (other than Property Taxes) shall be computed as if such taxable period beginning before and ending after ended as of the end of the day on the Closing Date which is allocable to the period prior to (and including the Closing Datefor such purpose, 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 SEP III, the Contributed Assets or the Contributed Business 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business shall be allocated to the taxable period during of any partnership or pass-through entity (including any of the Subsidiaries) in which any of the income, operations, assets or capital comprising the base of QNX Entities hold a beneficial interest will be treated as if such tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of terminated at such franchise taxtime). (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) SEP I The Seller Parties shall be liable for, and shall indemnify and hold the Company Buyer and its respective subsidiaries (including SEP III) harmless from from, Wxxxxxxx Energy’s Ownership Percentage of any 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 SEP III, the Contributed Assets Discovery or the Contributed Business DGT or their assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to Discovery or DGT having been a member of any consolidated, combined or unitary group on or for the period prior to and including the Closing Date or Effective Date, (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SEP III, the Contributed Assets Discovery or the Contributed Business DGT or their assets with respect to the period prior to and including the Closing DateEffective Date or (iii) attributable to a breach by the Seller Parties of any representation, warranty or covenant with respect to Taxes in this Agreement. (b) The Company Buyer shall be liable for, and shall indemnify and hold SEP I the Seller Parties and its their Affiliates (other than the Company Buyer and its subsidiaries, including SEP III) harmless from, any Tax Losses (i) imposed on or incurred by SEP III, the Contributed Assets Discovery or the Contributed Business DGT or their assets with respect to the period after the Closing DateEffective Date or (ii) attributable to a breach by the Buyer of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article 5 7 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets Discovery or the Contributed Business DGT for a taxable period beginning before and ending after the Closing Effective Date which is allocable to the period prior to and including the Closing Effective 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 pre- Effective Date period constitutes a separate taxable period applicable to SEP III, the Contributed Assets Discovery or the Contributed Business DGT 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 Effective Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Effective Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax Tax paid or payable with respect to SEP III, the Contributed Assets Discovery or the Contributed Business DGT shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such tax Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise taxTax. (d) If the Company Buyer or its Affiliates receives a refund of any Taxes that SEP I is the Seller Parties are responsible for hereunder, or if SEP I the Seller Parties or its any of their Affiliates receive a refund of any Taxes that the Company Buyer is responsible for hereunder, the party receiving such refund shall, within 90 ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties Parties shall cooperate in order to take all necessary steps to claim any such refund. (e) The Parties agree that any indemnification or payment obligation of the Seller Parties with respect to Taxes of Discovery or DGT shall be limited to Wxxxxxxx Energy’s Ownership Percentage of such indemnification or payment obligation.

Liability for Taxes. (a) SEP I Seller shall be liable forfor and pay, and shall indemnify and hold harmless the Company Buyer Indemnified Parties from and its respective subsidiaries (including SEP III) harmless from any Taxesagainst Losses attributable to, 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”)without duplication, (i) Taxes imposed on the Company as a result of the Company having been a member of Seller’s Group prior to the Closing Date, (ii) Taxes imposed on the Company for any Pre-Accounts Date Taxable Periods, (iii) Taxes in excess of (A) the Deemed Tax Liability reduced by (B) any payments made by Buyer under Section 10.01(b)(i) or incurred by SEP III, the Contributed Assets Company under Section 10.05(b)(ii) or (iv) or remitted by Buyer or the Contributed Business by reason Company to a Tax Authority under Section 10.02, that are imposed on the Company or for which the Company may otherwise be liable for any Post-Accounts Date Taxable Period ending on the earlier of Treasury Regulations the end of such period and the Closing Date and (iv) Taxes that arise from or are attributable to any breach of any covenant under Article X and any inaccuracy in or breach of any representation or warranty made in Section 1.1502-6 5.19(d), (e) or (f); provided, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, (A) any Taxes that result from any actual or deemed election under Sections 336(e) or 338 of the Code or any analogous similar provisions of state, local or foreign law Law as a result of the purchase of the Shares or regulation that result from Buyer, any Affiliate of Buyer or (after the Closing Date) the Company engaging in any activity or transaction (except as contemplated by this Agreement or required by applicable Law) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company for foreign, federal, state, local or other Tax purposes, (B) any Taxes for which Buyer is attributable liable under Section 10.01(b), and (C) any Taxes to having been a member the extent of any consolidatedrelated accrued current tax payable shown on the Financial Statements as of the Accounts Date (Taxes described in clauses (A) and (C) of this proviso, combined “Excluded Taxes”). Seller shall be entitled to any refund of (or unitary group on or prior to and including credit for) Taxes of the Closing Date or (ii) any Tax Losses Company (other than Tax Losses described in clause Excluded Taxes) allocable to any Pre-Accounts Date Taxable Periods (i) above) imposed on or incurred by or with respect to SEP III, the Contributed Assets or the Contributed Business with respect except to the period prior extent such refund (x) results from the carryback of a Tax Attribute relating to a Post-Accounts Date Taxable Period or (y) is reflected on the Financial Statements as a current tax receivable as of the Accounts Date). Any such refunds received by Buyer or its Affiliates shall be promptly, and in any event within thirty (30) days of the receipt of such refund, paid over to Seller (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred in connection with the receipt of such refund). Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund or credit that would otherwise be available. Buyer and the Company shall be entitled to all other refunds in respect of any Taxes of the Company (including to the Closing Dateextent such refund results from the carryback of a Tax Attribute relating to a Post-Accounts Date Taxable Period), and if such refunds are received by Seller or any Affiliate thereof, Seller shall promptly, and in any event within thirty (30) days of the receipt of any such refund, pay such refund over to, or as directed by, Buyer (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Taxes incurred in connection with the receipt of such refund). (b) The Company After the Closing, Buyer shall be liable forfor and pay, and shall indemnify and hold SEP I harmless the Seller Indemnified Parties from and its Affiliates against, any Losses attributable to, without duplication, (other than i) Taxes imposed on the Company, or for which the Company and its subsidiariesmay otherwise be liable, including SEP III) harmless from, for any Tax Losses imposed Post-Accounts Date Taxable Period ending on or incurred by SEP IIIbefore the Closing Date, the Contributed Assets or the Contributed Business provided, that Buyer’s cumulative liability with respect to such Taxes shall not exceed an amount equal to the period excess of (I) the Deemed Tax Liability over (II) any amount paid by the Company to Seller pursuant to Section 10.05(b)(ii) or (iv) or to a Tax Authority pursuant to Section 10.02(a) with respect to such taxable periods, (ii) any breach or failure of Buyer to perform any of its covenants or obligations contained in this Article X, (iii) Taxes imposed or required to be paid by or in respect of the Company arising as a result of actions taken by the Company on the Closing Date after the Closing Dateand (iv) Excluded Taxes. (c) Whenever For purposes of Section 10.01(a) and Section 10.01(b), whenever it is necessary for purposes of this Article 5 to determine the amount liability for Taxes of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business Company for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Datepartial period, the determination of the Taxes of the Company for the portion of the period ending on and including, and the portion of the period beginning after, the Accounts Date (or Closing Date) shall be madedetermined by assuming that the period consisted of two (2) Taxable years or periods, one which ended at the close of the Accounts Date (or Closing Date) and the other which began at the beginning of the day after the Accounts Date (or Closing Date), and (a) in the case of real and personal property Taxes, such Taxes shall be apportioned between such two (2) Taxable years or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), periods on a per diem basis and, in and (b) all other Taxes shall be allocated between such two (2) Taxable years or periods on a “closing of the case of other Taxes, books basis” by assuming that such pre-the books of the Company were closed at the close of the Accounts Date (or Closing Date period constitutes a separate taxable period applicable to SEP IIIDate); provided, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and or deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably between such two (2) Taxable years or periods on a per diem daily basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If Notwithstanding anything herein to the Company contrary, Buyer and Seller each shall pay, and shall indemnify Buyer or its Affiliates receives a refund Seller, as applicable, against fifty percent (50%) of any Taxes that SEP I is responsible for hereunderreal property transfer or gains Tax, transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or if SEP I or its Affiliates receive a refund other similar Tax imposed on the transactions contemplated by this Agreement. (e) To the extent of any Taxes that inconsistency between this Article X and Article XIII, this Article X shall control as to Tax matters. For the Company is responsible for hereunderavoidance of doubt, none of the party receiving such refund shall, within 90 days after receipt of such refund, remit it limitations on indemnification contained in Article XIII shall apply to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.claims under this Article X.

Liability for Taxes. (ai) SEP I shall Seller shall, without duplication, be liable forfor and pay, and shall indemnify and hold harmless the Company Purchaser Indemnitees from and its respective subsidiaries against any and all: (including SEP IIIA) harmless from any 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) Taxes imposed on any Group Company, or incurred by SEP IIIfor which any Group Company may be liable, the Contributed Assets or the Contributed Business by reason of in each case pursuant to U.S. Treasury Regulations Regulation Section 1.1502-6 or a similar provision of any analogous state, local or foreign law or regulation which is attributable to Law as a result of having been a member of any consolidated, combined or unitary group on or prior to a Seller Consolidated Group and including the Closing Date or (ii) any Tax Losses (other than Tax Losses reasonable third-party legal and accounting fees and expenses resulting from the items described in clause (i) aboveof this Section 5.07(a)(i)(A); (B) (i) Taxes imposed on or incurred by or for any Pre-Closing Tax Period with respect to SEP IIImatters set forth on Section 5.07(a)(i)(B) of the Seller Disclosure Letter and (ii) reasonable third-party legal and accounting fees and expenses resulting from the items described in clause (i) of this Section 5.07(a)(i)(B); (C) Taxes imposed on any Group Company for any Pre-Closing Tax Period; (D) Taxes imposed on any Group Company arising out of any income attributable to any Group Company described in Section 951 or 951A(b) of the Code allocable to any Pre-Closing Tax Period; (E) Taxes imposed on any Group Company as a result of any Pre-Closing Actions; (F) all income or capital gains Taxes imposed, directly or indirectly, in India attributable to the indirect transfer of any Group Company organized in India, whether imposed on Seller, Purchaser or any Group Company, directly or through withholding or as a representative assessee of Seller; (G) escheat and unclaimed property obligations arising under applicable Law prior to the applicable Closing Date; and (H) reasonable third-party legal and accounting fees and expenses resulting from the items described in clauses (C) through (G) above; provided, however, that (1) for the avoidance of doubt, Seller shall not be liable for any Losses under this Section to the extent such Losses are taken into account in computing Closing Working Capital or Closing Indebtedness or otherwise in the Final Closing Date Amount, or to the extent any such Losses are otherwise recovered under the R&W Insurance Policy, in accordance with Section 8.05(d) and (2) Seller shall not be required to indemnify any Purchaser Indemnitee under this Section 5.07(a): (x) in excess of the Retention Amount for any Losses described in clauses (C) to (H) of Section 5.07(a)(i) and (y) in excess of the Indemnification Cap for any Losses described in clause (A) or (B) of Section 5.07(a)(i), in each case, in accordance with Section 8.05(d); provided, that to the extent any Losses arising under clause (A) or (B) of Section 5.07(a)(i) also arise under clauses (C) to (H) of Section 5.07(a)(i), the Contributed Assets parties agree such Losses shall be treated as arising under clause (A) or the Contributed Business with respect to the period prior to and including the Closing Date(B) of Section 5.07(a)(i), as applicable, only. (bii) The Company shall be liable forFor purposes of this Section 5.07(a), and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date. (c) Whenever whenever it is necessary for purposes of this Article 5 to determine the amount Liability for Taxes of any Taxes imposed on or incurred by SEP IIIGroup Company for a Straddle Period, the Contributed Assets or determination of the Contributed Business for a taxable period beginning before and ending after the Closing Date which is Taxes of any Group Company allocable to the period prior to Pre-Closing Tax Period portion of the Straddle Period shall be made by assuming that the Straddle Period consisted of two (2) taxable periods, one which ended at the close of the applicable Closing Date and including the other which began at the beginning of the day following the applicable Closing Date, and items of income, gain, deduction, loss, or credit for the determination Straddle Period shall be made, in the case of property or ad valorem taxes or franchise taxes allocated between such two (which are measured by, or based solely upon capital, debt or a combination of capital and debt), 2) taxable periods on a per diem basis and, in “closing of the case of other Taxes, books basis” by assuming that such pre-the books of the Group Company were closed at the close of the applicable Closing Date period constitutes a separate taxable period applicable to SEP IIIDate; provided, the Contributed Assets or the Contributed Business and by taking into account the actual taxable events occurring during such period (except however, that exemptions, allowances and allowances, deductions for a taxable period beginning before and ending after the Closing Date or Taxes that are calculated on an annual or periodic basis, such as the deduction for depreciationad valorem and other similar Taxes imposed on property, franchise based solely on capital, and depreciation deductions, shall be apportioned between such two (2) taxable periods on a daily basis. (iii) For purposes of this Section 5.07(a), whenever it is necessary to determine the Liability for Taxes of a United States shareholder (within the meaning of Section 951(b) of the Code) of a controlled foreign corporation (within the meaning of Section 957 of the Code) attributable to amounts included in the income of such United States shareholder under Section 951 or Section 951A of the Code for a Straddle Period, the determination of Liability for any such Taxes allocable to the Pre-Closing Tax Period portion of the Straddle Period shall be made by assuming that the taxable period prior to and including of the controlled foreign corporation consisted of two (2) taxable periods, one which ended at the close of the applicable Closing Date ratably on a per diem basis). Notwithstanding anything to and the contrary hereinother of which began at the beginning of the day following the applicable Closing Date and relevant items of income, any franchise tax paid gain, deduction, loss or payable with respect to SEP III, credit of the Contributed Assets or the Contributed Business controlled foreign corporation shall be allocated to between such two (2) taxable years or periods on a “closing of the taxable period during which books basis” by assuming that the incomebooks of the controlled foreign corporation were closed at the close of the applicable Closing Date; provided, operationshowever, assets that exemptions, allowances, deductions or capital comprising the base of such tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunderare calculated on an annual basis, such as ad valorem and other similar Taxes imposed on property, franchise based solely on capital, and depreciation deductions, shall be apportioned between such two (2) taxable years or if SEP I or its Affiliates receive periods on a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refunddaily basis.

Liability for Taxes. (a) SEP I Seller shall be liable for, and shall indemnify and hold Purchaser, the Company Terminals Companies and its their respective subsidiaries (including SEP III) Affiliates harmless from any 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 (“"Terminals Tax Losses”"), (i) imposed on or incurred by SEP III, any of the Contributed Assets or the Contributed Business Terminals Companies by reason of the several liability of the Terminals Companies pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to having been a member of any consolidated, combined or unitary group on or prior to and including the Terminals Closing Date or Date, (ii) any Tax Losses resulting from the Terminals Companies ceasing to be a member of the affiliated group (other than Tax Losses described in clause within the meaning of Code Section 1504(a)) that includes Seller, (i) aboveiii) imposed on or incurred by or the Terminals Companies with respect to SEP III, the Contributed Assets any period (or the Contributed Business with respect to the period portion thereof) prior to and including the Terminals Closing DateDate (the "Terminals Pre-Closing Date Period"), (iv) attributable to any discharge of indebtedness that may result from any capital contributions by Seller (or an Affiliate of Seller) to any of the Terminals Companies of any intercompany indebtedness owed by any of the Terminals Companies to Seller (or an Affiliate of Seller), (v) resulting from the actions taken under Section 4.12 of this Agreement, or (vi) relating to all income Taxes arising as a result of the sale of the Terminals Stock and the Terminals Sale; provided, however, that Seller shall not be liable or offer an indemnification for any amount of current liability accrual for Taxes to the extent reflected on the Terminals Closing Balance Sheet with respect to the Terminals Companies. (b) The Company Purchaser shall be liable for, and shall indemnify and hold SEP I Seller and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, from any Terminals Tax Losses (i) imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business Terminals Companies with respect to the period after the Terminals Closing DateDate or (ii) 79 91 with respect to state and local Transaction Taxes incurred by Seller in connection with converting any of the Terminals Companies into limited liability companies pursuant to Section 4.8 hereof (provided, however, that the indemnification by Purchaser pursuant to this clause (ii) shall be limited to those Taxes in excess of the Transaction Taxes which would have arisen had the Terminals Companies been sold as corporations and an election under Section 338(h)(10) of the Code had been made). (c) Whenever it is necessary for purposes of this Article 5 10 to determine the amount portion of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business Terminals Companies for a taxable period beginning before and ending after the Terminals Closing Date which is allocable to the period prior to and including the Terminals Pre-Closing DateDate Period, 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 prethe Terminals Pre-Closing Date period Period constitutes a separate taxable period applicable to SEP III, of the Contributed Assets or the Contributed Business Terminals Companies 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 Terminals Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Terminals Pre-Closing Date Period ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax Tax paid or payable with respect to SEP III, any of the Contributed Assets or the Contributed Business Terminals Companies shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such tax Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise taxTax. (d) If Purchaser agrees to pay to Seller any refund received after the Company Terminals Closing Date by Purchaser or its Affiliates, including the Terminals Companies, in respect of any Taxes for which Seller is liable under clause (a) of this Section 10.1. Seller agrees to pay to Purchaser any refund received by Seller or its Affiliates receives a refund in respect of any Taxes that SEP I for which Purchaser is responsible for hereunder, or if SEP I or its Affiliates receive a refund liable under clause (b) of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunderthis Section 10.1. The parties shall cooperate cooperate, each at its own expense, in order to take all reasonably necessary steps to claim any such refund. Any such refund received by a party or its Affiliate for the account of the other party shall be paid to such other party within 90 days after such refund is received. (e) Purchaser and Seller agree not to make or cause any election (including an election to ratably allocate items under Treasury Regulations Section 1.1502-76(b)(2)(ii)) to allocate tax items in a manner inconsistent with Section 10.1(c) hereof.

Liability for Taxes. (ai) SEP I The Seller shall be liable forfor and pay, and shall indemnify and hold the Company and its respective subsidiaries ACI against, (a) all Taxes (including SEP IIIany amounts owed by a Buyer in respect of Taxes relating to a contract or otherwise) harmless from any 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 applicable to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SEP IIITransaction Processing Business, the Contributed Acquired Assets or and the Contributed Business by reason of Treasury Regulations Section 1.1502-6 or any analogous stateAssumed Liabilities, local or foreign law or regulation which is in each case attributable to having been a member of any consolidated, combined taxable years or unitary group periods ending on or prior to the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (b) all Taxes imposed on the Seller pursuant to Section 13.03 or any ------------- other provision of this Agreement. Without limiting the generality of the foregoing, Seller shall, in respect of liabilities for use or other similar Taxes disclosed on Schedule 14.02(a), set aside and ----------------- reserve from the Cash Proceeds an amount sufficient to pay such Taxes. (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SEP III, the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Date. (b) The Company ACI shall be liable forfor and pay, and shall indemnify Seller against, all Taxes applicable to the Acquired Assets and hold SEP I and its Affiliates (other than Assumed Liabilities that are attributable to taxable years or periods beginning after the Company and its subsidiariesClosing Date and, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to any Straddle Period, the period portion of such Straddle Period beginning after the Closing Date. (c) Whenever it is necessary ; provided, however, that ACI shal-not be liable for purposes of this Article 5 to determine the amount of or -------- ------- pay, and shall not indemnify Seller against, any Taxes imposed on or incurred by SEP IIIfor which Seller is liable under this Agreement (including, the Contributed Assets or the Contributed Business 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 SEP III, the Contributed Assets or the Contributed Business 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basisSection 14.03(a)(i). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.-------------------

Liability for Taxes. (ai) SEP I Aon shall be liable forfor and pay, and shall pursuant to Article XI (and subject to the applicable provisions thereof) agrees to indemnify and hold the Company harmless each Buyer Group Member from and its respective subsidiaries against Losses and Expenses in connection with, relating to, or arising from (including SEP IIIA) harmless from any 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 all Taxes (“Tax Losses”), (i) imposed on any of the Companies or incurred by SEP III, the Contributed Assets or the Contributed Business by reason of Subsidiaries pursuant to Treasury Regulations Regulation Section 1.1502-6 or similar provision of state, local or foreign Requirements of Law as a result of such Company or such Subsidiary having been a member of an Affiliated Group prior to the Closing, (B) any analogous and all Taxes of any Person (other than any of the Companies or Subsidiaries) imposed on any Company or Subsidiary as transferee or successor or by contract, which Tax is related to an event or transaction occurring before the Closing, (C) any Section 338 Taxes, (D) any and all Taxes of any Company or Subsidiary, or for which any Company or any Subsidiary may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date , (E) breach of the representations and warranties set forth in Section 5.7; provided, that in the event of a breach of the representation set forth in Section 5.7(b)(ix) the parties agree that the terms Losses and Expenses shall include the amount of any Tax that is required to be paid with respect to the Tax liability of an affected policyholder and the costs and expenses relating to the correction or remediation of the contract that gave rise to such breach, including any refund, reduction or rebate of premium and any increase in the death benefit of such contract and (F) Taxes resulting from or attributable to transactions (1) contemplated by this Agreement or (2) that are undertaken at the direction of or for the benefit of Aon within the period that ends on the second anniversary date of the Closing Date, including, in each case, any Taxes resulting from or attributable to the transaction described in the request for a private letter ruling filed with the IRS on August 3, 2007, relating to a proposed reorganization of the Companies and the Subsidiaries (the “Spin-off Ruling”); provided, however, that Aon shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against (I) any specific Taxes for which there is shown a specific liability or reserve on the Final Closing Balance Sheet and that are taken into account in the calculation of the Closing Date Net Worth (“Reserved Taxes”); (II) any Taxes (other than any Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provision of state, local or foreign law or regulation which (except to the extent such election is attributable deemed to having been occur as a member result of any consolidated, combined or unitary group on or prior to and including the Closing Date or (ii) any Tax Losses (other than Tax Losses filing an election described in clause (iSection 8.1(e)) above) imposed on or incurred by or with respect to SEP III, as a result of the Contributed Assets or purchase of the Contributed Business with respect Shares to the period prior to and including the Closing Date. (b) The Company shall be liable for, and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date. (c) Whenever it is necessary for purposes of this Article 5 to determine extent that the amount of such Taxes exceeds the amount of Tax Aon or its Affiliates would have been required to pay but for such election; and (III) any Taxes imposed on any Company or incurred by SEP III, Subsidiary as a result of transactions occurring on the Contributed Assets or Closing Date that are properly allocable pursuant to the Contributed Business for a taxable period beginning before and ending factors set forth in Treasury Regulation § 1.1502-76(b)(1)(ii)(B) to the portion of the Closing Date after the Closing Date which is except to the extent such transactions are contemplated by this Agreement or are entered into or undertaken at the direction or for the benefit of Aon or any Affiliate thereof (the Taxes described in this proviso being referred to as “Excluded Taxes”). To the extent of any inconsistency between the provisions of Section 11.6(c) and the provisions of this Section 8.1(a), the provisions of this Section 8.1(a) shall control with respect to any liability for Taxes described in this Section 8.1(a). Aon shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the period prior Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, except to the determination extent any such refund or credit is shown as a specific asset or reduction in a liability on the Final Closing Balance Sheet and taken into account in the calculation of the Closing Date Net Worth, and to the extent Aon or any Affiliated Group receives any such refund or the benefit of any such credit or refund, the amount of such refund or credit shall be made, in the case of property paid to Buyer. Buyer shall be entitled to all other refunds or ad valorem taxes or franchise taxes credits against Taxes. (which are measured by, or based solely upon capital, debt or a combination of capital and debtii) Subject to clause (i), Buyer shall be liable for and pay, and pursuant to Article XI (and subject to the applicable provisions thereof) agrees to indemnify and hold harmless each Seller Group Member from and against, (A) any and all Taxes imposed on a per diem basis and, in the case of other Taxes, by assuming Companies or any Subsidiary or for which the Companies or any Subsidiary may otherwise be liable for any taxable year or period that such pre-Closing Date period constitutes a separate taxable period applicable to SEP III, the Contributed Assets or the Contributed Business 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 begins after the Closing Date that are calculated on an annual or periodic basisand, with respect to any Straddle Period, the portion of such as the deduction for depreciation, shall be apportioned to the period prior to and including Straddle Period beginning after the Closing Date ratably on a per diem basisand (B). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. Subject to the provisions of this Section 9.8, from and after the Closing: (ai) SEP I (A) Sellers, severally and not jointly (pro rata in accordance with their respective portion of the Adjusted Purchase Price), shall pay, shall be liable for, for and shall indemnify indemnify, defend and hold harmless Purchaser and its Affiliates for Taxes of or with respect to Sellers or for which such Sellers are or may be liable, in each case for purposes of this Section 9.8(a)(i)(A), pursuant to Section 9.6 (including any such Taxes incurred pursuant to any Tax allocation or Tax sharing agreement or arrangement (except, in each case, an agreement or arrangement entered into in the ordinary course of business and not primarily related to Taxes), by contract, as transferee or successor or otherwise) and (B) the Vista Blocker Sellers, severally and not jointly (pro rata in accordance with their respective direct or indirect ownership of the Vista Blockers), shall pay, shall be liable for and shall indemnify, defend and hold harmless Purchaser and its Affiliates for all Taxes of or with respect to any of the Vista Blockers or for which any of the Vista Blockers is or may be liable (including pursuant to any Tax allocation or Tax sharing agreement or arrangement (except, in each case, an agreement or arrangement entered into in the ordinary course of business and not primarily related to Taxes), by contract, as transferee or successor or otherwise) for any Pre-Closing Tax Period (such Taxes described in clauses (A) and (B), the “Seller Indemnified Taxes”); provided, that any indemnification obligation pursuant to this Section 9.8(a)(i) shall exclude (1) any Taxes that would not have arisen but for a breach after the Closing by Purchaser, the Vista Blockers or the Company and its respective subsidiaries (including SEP III) harmless from Group of any 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”)covenant set forth in this Section 9.8, (i2) imposed on any Taxes arising from transactions or incurred actions taken by SEP IIIPurchaser, the Contributed Assets Vista Blockers, the Company Group or any of their Affiliates on the Contributed Business by reason Closing Date after the Closing that are outside the ordinary course of business or otherwise properly treated as occurring on the day after the Closing Date pursuant to Treasury Regulations Section 1.1502-6 76(b)(1)(ii)(B) (or any analogous similar provision of state, local or foreign law law), (3) any sales or regulation which is attributable use, payroll or other withholding Taxes but only to having been a member the extent that (x) any Vista Blocker or any of any consolidated, combined its Subsidiaries has collected or unitary group withheld such Taxes on or prior to before the Closing Date, and including (y) the proceeds of which are held by any Vista Blocker or any of its Subsidiaries on the Closing Date and (4) any Taxes taken into account in calculating the Adjusted Purchase Price; provided, further, that any indemnification pursuant to this Section 9.8(a)(i) shall be limited to Taxes incurred with respect to Pre-Closing Tax Periods; provided, further, that (x) with respect to any indemnity claim pursuant to Section 9.8(a)(i)(B), each Vista Blocker Seller shall only be liable for and required to indemnify Purchaser and its Affiliates for Taxes incurred by and attributable to the Vista Blocker that, after the Pre-Closing Reorganization and immediately prior to the Stock Purchase, is owned directly or indirectly by such Vista Blocker Seller and (y) the aggregate maximum responsibility and liability of each Seller arising from an indemnification obligation pursuant to this Agreement shall not exceed the portion of the Blocker Corporation Cash Payment or the portion of the Initial Cash Purchase Price, as the case may be, in each case, as adjusted and recalculated in accordance with Section 2.6, actually received by such Seller pursuant to this Agreement. (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by Purchaser shall pay, shall be liable for and shall indemnify, defend and hold harmless the Sellers for Taxes of or with respect to SEP IIIPurchaser or for which Purchaser is or may be liable (including pursuant to any Tax allocation or Tax sharing agreement or arrangement (except, in each case, an agreement or arrangement entered into in the ordinary course of business and not primarily related to Taxes), by contract, as transferee or successor or otherwise) (A) of the Vista Blockers and the Company Group for any Post-Closing Tax Period or (B) for which Purchaser is responsible pursuant to Section 9.6, provided that the aggregate maximum responsibility and liability of the Purchaser arising from an indemnification obligation pursuant to this Section 9.8(a)(ii) shall not 61 exceed the Initial Cash Purchase Price as adjusted and recalculated in accordance with Section 2.6. (iii) In the case of any Straddle Period, (A) real, personal and intangible property Taxes (“Property Taxes”) for the Pre-Closing Tax Period will be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the Contributed Assets or numerator of which is the Contributed Business with respect to number of days during such period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire period prior to and including (B) Taxes (other than Property Taxes) will be computed as if such period ended on the Closing Date. (biv) The Company shall be liable for, and shall indemnify and hold SEP I Any amounts payable by the Sellers to the Purchaser and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to any Seller Indemnified Taxes pursuant to Section 9.8(a)(i) shall be reduced to take account of any net Tax benefit actually received in cash or in a reduction of Taxes of the period Purchaser or its Affiliates in the taxable year in which such indemnification payment is made or any prior taxable year (determined on a “with and without” basis), arising from the incurrence or payment of any such Seller Indemnified Taxes. Any indemnity payment required to be made pursuant to this Section 9.8 shall be made no later than the later of (x) twenty (20) Business Days after the Closing Date. (c) Whenever it is necessary for purposes of this Article 5 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business for a taxable period beginning before and ending after the Closing Date which is allocable Tax Indemnified Party gives notice to the period prior Tax Indemnifying Party pursuant to and including Section 9.8(d)(ii), (y) five (5) Business Days before the Closing Date, the determination shall be made, relevant Tax Return on which such Tax is shown is due or (z) in the case of property a Tax that is subject to a Tax Proceeding, five (5) Business Days after such Tax Proceeding is concluded and cannot be further appealed or ad valorem taxes or franchise taxes contested (which are measured by, or based solely upon capital, debt or including as a combination result of capital and debtsettlement), 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 SEP III, the Contributed Assets or the Contributed Business 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 as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business 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 do business for another taxable period is obtained by the payment of such franchise tax. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) SEP I Seller shall be liable forfor and pay, and shall indemnify and hold harmless the Company Buyer Indemnified Parties from and its respective subsidiaries (including SEP III) harmless from any 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”)against, (i) Taxes imposed on or incurred by SEP IIIthe Acquired Companies as a result of the Acquired Companies having been a member of Seller’s Group prior to the Closing Date (including, for the Contributed Assets or the Contributed Business by reason avoidance of doubt, any liability under Treasury Regulations Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law, and liability as a successor or transferee), (ii) income and premium Taxes imposed on the Acquired Companies for any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Accounts Date, (iii) Taxes in excess of the Deemed Tax Liability imposed on the Acquired Companies or for which the Acquired Companies may otherwise be liable for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and, with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on the earlier of the end of such period and the Closing Date, (iv) Taxes that arise from or are attributable to any breach of any covenant under Article X and any inaccuracy in or breach of representation or warranty made in Section 5.23(d), (e), (f), (g) or (k), (v) any Tax imposed on the Acquired Companies under Treasury Regulations Section 1.367(b)-3 or otherwise as a result of the dissolution, liquidation, termination or winding up of the Hartford International Asset Management Company Limited occurring after the Closing Date as described in Section 8.27(a), (vi) any Tax imposed on the Acquired Companies to the extent relating to the dissolution, liquidation, termination or winding up of the HVIT Funds Platform pursuant to the provisions of Section 8.26, and (vii) any Tax imposed on the Acquired Companies to the extent relating to actions required in connection with the closure of HLIC’s Canadian branch; provided, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, (A) any Taxes that result from any actual or deemed election under Sections 336(e) or 338 of the Code or any analogous similar provisions of state, local or foreign law Law as a result of the purchase of the Shares or regulation which is attributable to having been a member the deemed purchase of the Capital Stock of any consolidatedother Acquired Company or that result from Buyer, combined any Affiliate of Buyer or unitary group (after the Closing Date) the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Acquired Companies for foreign, federal, state, local or other Tax purposes in each case, other than the Section 338(h)(10) Elections, (B) any Taxes for which Buyer is liable under Section 10.01(b) and (C) any Taxes to the extent taken into account as a Liability or reserve for Taxes in preparing the GAAP Financial Statements as of the Accounts Date that do not constitute a Deemed Tax Liability (Taxes described in clauses (A) and (C) of this proviso, “Excluded Taxes”). Seller shall be entitled to any refund of (or credit for) Taxes allocable to any Pre-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on the day before the Accounts Date except in respect of any refund shown as a current asset on the GAAP Financial Statements as of the Accounts Date or prior to and including in respect of any carry back from a taxable period beginning after the Closing Date to a Pre-Accounts Date Taxable Period. Any such refunds received by Buyer or its Affiliates shall be promptly, and in any event within thirty (ii30) days of the receipt of such refund, paid over to Seller (less out-of-pocket expenses incurred in connection with obtaining such refund and less any Tax Losses (other than Tax Losses described Taxes incurred in clause (i) above) imposed on connection with the receipt of such refund). To the extent it is within its reasonable control, Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund or incurred by or with respect to SEP III, the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Datecredit that would be available. (b) The Company shall Buyer shall, without duplication of amounts paid by the Acquired Companies under Section 10.05(b), be liable forfor and pay, and shall indemnify and hold SEP I harmless the Seller Indemnified Parties from and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless fromagainst, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to (i) Taxes to the period extent taken into account in the Deemed Tax Liability calculated for any Post-Accounts Date Taxable Period (or portion thereof) ending on or before the Closing Date, and, with respect to any Straddle Period, the portion of such Straddle Period beginning on the day after the Accounts Date and ending on and including the Closing Date, (ii) any breach or failure of Buyer to perform any of its covenants or obligations contained in this Article X, (iii) Taxes imposed or required to be paid by a Seller Indemnified Party with respect to a Taxable Period of any Acquired Company ending on or before the Closing Date arising as a result of actions taken by any Acquired Company after the Closing Date unless otherwise permitted under this Agreement, and (iv) Excluded Taxes. Buyer shall be entitled to any refund of (or credit for) Taxes for which Buyer is liable under Section 10.01 or that arises because of a Tax or carry back allocable to any Post-Accounts Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period starting on the Accounts Date. (c) Whenever For purposes of Section 10.01(a) and Section 10.01(b), whenever it is necessary for purposes of this Article 5 to determine the amount liability for Taxes of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business Acquired Companies for a taxable partial period beginning before and ending after the Closing Date which is allocable to the period prior to and (including the Closing Datea Straddle Period), the determination of the Taxes of the Acquired Companies for the portion of the period ending on and including, and the portion of the period beginning after, the Accounts Date 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, determined by assuming that such pre-Closing the period consisted of two (2) Taxable years or periods, one which ended at the close of the Accounts Date period constitutes a separate taxable period applicable to SEP IIIand, for income tax purposes (and purposes of any other tax that is based on income), the Contributed Assets other which began at the beginning of the day after the Accounts Date, and items of income, gain, deduction, loss or credit of the Contributed Business and Acquired Companies for the period shall be allocated between such two (2) Taxable years or periods on a “closing of the books basis” by taking into account assuming that the actual taxable events occurring during such books of the Acquired Companies were closed at the close of the Accounts Date (which, for the avoidance of doubt, shall be treated as the end of a Taxable year or period (except for this purpose); provided, that exemptions, allowances and or deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, and all other allocations for Taxes other than either income Taxes or Taxes that are based on income (including premium taxes), shall be apportioned between such two (2) Taxable years or periods on a daily basis based on the relative number of days in each such two (2) Taxable years or periods. (d) Notwithstanding anything herein to the period contrary, Buyer and Seller each shall pay fifty percent (50%) of any real property transfer or real property gains Tax, transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement other than the Seller’s Transactions. (e) In the event that, as a result of an IRS adjustment (following exhaustion of administrative appeals), the Acquired Companies are required to treat any Reinsurance Tax Items as (i) occurring on or prior to and including the Closing Date ratably or (ii) as a “built-in loss,” in each case, for purposes of Section 382 of the Code, Seller shall be liable for and pay, and shall indemnify and hold harmless the Buyer Indemnified Parties from and against any increase in federal income Tax payable by the Acquired Companies to the extent arising from adjustments in respect of such Reinsurance Tax Items (“Reinsurance Tax Damages”). Reinsurance Tax Damages shall be determined on a per diem basis)with and without basis with respect to the transactions contemplated by the Specified Third-Party Reinsurance Agreements, and shall be calculated on a present-value basis consistent with the definition of After-Tax Basis. Notwithstanding anything to the contrary herein, any franchise tax paid or payable with respect to SEP III, the Contributed Assets or the Contributed Business in no event shall be allocated Seller’s liability for Reinsurance Tax Damages under this Agreement exceed an amount equal to the taxable period during which excess of (A) the incomeBuyer Agreed Cap over (B) the Final Reinsurance Attribute Allowance, operationsas finally determined. For the avoidance of doubt, assets if the Specified Third-Party Reinsurance Agreements are not executed, Seller shall have no liability under this Section 10.01(e), and this Section 10.01(e) shall have no further force or capital comprising the base of such tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise taxeffect. (d) If the Company or its Affiliates receives a refund of any Taxes that SEP I is responsible for hereunder, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (ai) SEP I Except to the extent that Taxes accounted for in Working Capital, Seller Parties shall bear and be liable responsible for, and shall jointly and severally indemnify and hold harmless the Company Alliant Indemnified Parties against, and its respective subsidiaries (including SEP III) harmless from reimburse any TaxesAlliant Indemnified Party for, together with any costsall of the following Taxes that such Alliant Indemnified Party may suffer or incur, expenses, losses or damages, including reasonable expenses of investigation and attorneys’ and accountants’ fees and expenses, arising out of or incident become subject to during the determination, assessment or collection of such Taxes (“Tax Losses”), period referenced in Section 8.5(a)(iv): (i) imposed on or incurred by SEP IIIall Taxes of any member of the Parent Affiliated Group for which the Company is liable, the Contributed Assets or the Contributed Business by reason of Treasury Regulations Section including pursuant to Treas. Reg. § 1.1502-6 or any analogous statesimilar provision of state or local Law, local or foreign law or regulation which is attributable to as a result of the Company having been a member of the Parent Affiliated Group, (ii) all other Taxes for which the Company is liable for Pre-Closing Tax Periods, (iii) with respect to any consolidatedStraddle Period, combined or unitary group all Taxes for which the Company is liable which are allocable, pursuant to Section 8.5(a)(ii)), to the portion of such Straddle Period ending on and including the Closing Date; and (iv) all Taxes resulting from the Section 338(h)(10) Elections. (ii) Whenever it is necessary to determine the liability for Taxes of the Company for the portion of a Straddle Period that ends on or prior before the Closing Date, and the portion of a Straddle Period that begins after the Closing Date, the Taxes allocable to the portion of such Straddle Period that ends on the Closing Date shall be (A) in the case of Taxes other than Taxes described in the following clause (B), (other than Transfer Taxes), deemed equal to the amount which would be payable if the taxable period ended on the Closing Date (based upon an interim closing of the books as of the end of the Closing Date); and (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Company (such as real, personal, intangible property Taxes), deemed to be the amount of such Taxes for the entire period, multiplied by a fraction the numerator of which is the number of calendar days in the period ending on and including the Closing Date or (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to SEP III, and the Contributed Assets or the Contributed Business with respect to the period prior to and including the Closing Date. (b) The Company shall be liable for, and shall indemnify and hold SEP I and its Affiliates (other than the Company and its subsidiaries, including SEP III) harmless from, any Tax Losses imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business with respect to the period after the Closing Date. (c) Whenever it is necessary for purposes denominator of this Article 5 to determine the amount of any Taxes imposed on or incurred by SEP III, the Contributed Assets or the Contributed Business 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, number of calendar days in the case of property or ad valorem taxes or franchise taxes (which are measured byentire period; provided, or based solely upon capitalhowever, 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 SEP III, the Contributed Assets or the Contributed Business 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 or deductions, other than those that are based on the Closing Date calculation of income Taxes, that are calculated on an annual or periodic basis, such as the deduction for depreciationwith respect to property Taxes, shall be apportioned to the period prior to and including the Closing Date ratably between such two taxable years or periods on a per diem daily basis). (iii) Any real property transfer or gains Tax, sales Tax, use Tax, transfer Tax, value added Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement and the other Transaction Agreements (the “Transfer Taxes”) shall be borne shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Alliant. Notwithstanding anything to the contrary herein, any franchise tax paid or payable Any Tax Returns with respect to SEP III, the Contributed Assets or the Contributed Business Transfer Taxes shall be allocated to prepared by the taxable period during which the income, operations, assets or capital comprising the base of such tax is measured, regardless of whether the right party required to do business for another taxable period is obtained by the payment of such franchise taxso pursuant to applicable Law. (div) If The Seller Parties’ indemnification obligations under this Section 8.5(a) shall remain in effect and survive until the Company or its Affiliates receives a refund expiration of any Taxes that SEP I is responsible for hereunderthe relevant statute of limitations, or if SEP I or its Affiliates receive a refund of any Taxes that the Company is responsible for hereunder, the party receiving such refund shall, within 90 days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refundplus sixty (60) days.